Common use of Additional Borrowers Clause in Contracts

Additional Borrowers. Holdings may from time to time request that (x) one or more additional Domestic Subsidiaries be added as Borrowers under the Term A Facility and the Revolving Credit Facility and/or (y) one or more additional Foreign Subsidiaries be added as Borrowers under the Revolving Credit Facility, in each case, which request shall be subject to the approval of the Administrative Agent and each of the Term A Lenders and Revolving Credit Lenders (in the case of such Domestic Subsidiaries) or the Administrative Agent and each of the Revolving Credit Lenders (in the case of such Foreign Subsidiaries). If (1) the Administrative Agent and all Term A Lenders and Revolving Credit Lenders consent to the addition of such Domestic Subsidiary as a Term A Borrower under the Term A Facility and a Revolving Credit Borrower under the Revolving Credit Facility and (2) the Administrative Agent and all Revolving Credit Lenders consent to the addition of such Foreign Subsidiary as a Revolving Credit Borrower under the Revolving Credit Facility, in each case, such Subsidiary shall be required to execute and deliver to the Administrative Agent a Borrower Joinder Agreement and shall take all action in connection therewith (a) if such Borrower is a Domestic Subsidiary, as would otherwise have been required to cause the Collateral and Guaranty Requirements and the requirements set forth in Section 6.11 to be satisfied as if such Subsidiary had been a Loan Party on the Restatement Date and (b) if such Borrower is a Foreign Subsidiary, as are deemed reasonably necessary by the Administrative Agent to provide that the Obligations of such additional Borrower be, to the extent permitted by law, guaranteed and secured on terms no less favorable than those contained in the Collateral and Guaranty Requirements and, in the case of each of clauses (a) and (b), shall deliver to the Administrative Agent such Organization Documents, resolutions, certificates, legal opinions, lien searches and other information (including information to allow the Administrative Agent and the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the Act) and documents as the Administrative Agent shall reasonably request. Any Subsidiary that becomes a party to this Agreement pursuant to this Section 1.09 shall thereupon be deemed for all purposes to be a Revolving Credit Borrower under the Revolving Credit Facility hereunder and/or a Term A Borrower under the Term A Facility hereunder, as applicable. Notwithstanding anything in Section 11.01(a) to the contrary, each Borrower Joinder Agreement may, without the consent of any other Lenders (but subject to the approval by the Lenders to the addition of such U.S. Borrower or the approval by the Revolving Credit Lenders to the addition of such Foreign Borrower), effect such amendments to this Agreement and the other Loan Documents (which may take the form of amendments and restatements) as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 1.09, including, in the case of the addition of a Foreign Borrower, amendments limiting the amount available to be borrowed by such Foreign Borrower and any other Foreign Borrower organized in the same jurisdiction (it being understood that entities formed under the laws of different states, provinces or other localities of the same country as that of a Borrower shall be considered to be of the same jurisdiction as such Foreign Subsidiary) to a specified U.S. Dollar Equivalent of any Alternative Currency, or to effect any other amendments that shall give effect to any conditions associated with the consent of the appropriate Lenders to the addition of such U.S. Borrower or Foreign Borrower. For the avoidance of doubt, Domestic Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers under both the Revolving Credit Facility and the Term A Facility, and Foreign Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers solely under the Revolving Credit Facility.

Additional Borrowers. Holdings Notwithstanding anything in Section 11.01 to the contrary, following the Closing Date, the Parent Borrower may from time to time request that (x) add one or more additional Domestic of its Foreign Subsidiaries be added that is a Wholly Owned Subsidiary as Borrowers under the Term A Facility and the Revolving Credit Facility and/or (y) one or more an additional Foreign Subsidiaries be added as Borrowers under the Revolving Credit Facility, in each case, which request shall be subject to the approval of the Administrative Agent and each of the Term A Lenders and Revolving Credit Lenders (in the case of such Domestic Subsidiaries) or the Administrative Agent and each of the Revolving Credit Lenders (in the case of such Foreign Subsidiaries). If (1) the Administrative Agent and all Term A Lenders and Revolving Credit Lenders consent to the addition of such Domestic Subsidiary as a Term A Borrower under the Term A Limited Currency Revolving Facility and a or Multicurrency Revolving Credit Borrower under the Revolving Credit Facility and (2) the Administrative Agent and all Revolving Credit Lenders consent to the addition of such Foreign Subsidiary as a Revolving Credit Borrower under the Revolving Credit Facility, in each case, such Subsidiary shall be required to execute and deliver by delivering to the Administrative Agent a Foreign Borrower Joinder Agreement and shall take all action in connection therewith (a) if executed by such Borrower is a Domestic Subsidiary, as would otherwise have been required to cause the Collateral and Guaranty Requirements Subsidiary and the requirements set forth in Section 6.11 to be satisfied as if Parent Borrower. After (i) five Business Days have elapsed after such Subsidiary had been a Loan Party on the Restatement Date delivery and (bii) if such Borrower is a Foreign Subsidiary, as are deemed reasonably necessary receipt by the Lenders and the Administrative Agent to provide that the Obligations of such additional Borrower be, to documentation and other information reasonably requested by the extent permitted by law, guaranteed and secured on terms no less favorable than those contained in the Collateral and Guaranty Requirements and, in the case of each of clauses (a) and (b), shall deliver to Lenders or the Administrative Agent such Organization Documents, resolutions, certificates, legal opinions, lien searches and other information (including information to allow the Administrative Agent and the Lenders to comply for purposes of complying with applicable all necessary “know your customer” and anti-money laundering rules or other similar checks under all applicable laws and regulations, including such Foreign Subsidiary shall for all purposes of this Credit Agreement be a Foreign Borrower hereunder; provided that each Foreign Borrower shall also be a Foreign Guarantor. Any obligations in respect of borrowings by any Foreign Subsidiary under the ActCredit Agreement will constitute “Obligations,” “Foreign Obligations” and “Secured Obligations” for all purposes of the Credit Documents. If the applicable additional Foreign Borrower is organized or incorporated under the laws of, or for applicable Tax purposes is resident of or treated as engaged in a trade or business in, or having a paying agent in, any jurisdiction other than a jurisdiction under the laws of which at least one of the then-existing Borrowers is organized or incorporated on the date such Foreign Borrower Agreement is delivered to the Applicable Agent, as a condition to adding such Foreign Borrower, there shall be an amendment to the Credit Documents (including, without limitation, Section 3.01 of this Credit Agreement and the definition of “Excluded Taxes”), if such amendment is reasonably necessary or appropriate as mutually determined by the Administrative Agent and Parent Borrower which amendment must be as mutually agreed by the Administrative Agent, the Parent Borrower, the applicable additional Foreign Borrower and each Limited Currency Revolving Lender and/or Multicurrency Revolving Lender (as applicable) (provided that no such amendment shall materially adversely affect the rights of any Lender that has not consented to such amendment). Upon the execution by the Parent Borrower and documents a Foreign Borrower and delivery to the Administrative Agent of a Foreign Borrower Termination with respect to such Foreign Borrower, such Foreign Borrower shall cease to be a Foreign Borrower and a party to this Credit Agreement; provided that no Foreign Borrower Termination will become effective as to any Foreign Borrower (other than to terminate such Foreign Borrower’s right to make further Borrowings under this Credit Agreement) at a time when any Loan to, B/A on behalf of, or Letter of Credit issued to such Foreign Borrower shall be outstanding hereunder. Promptly following receipt of any Foreign Borrower Agreement or Foreign Borrower Termination, the Administrative Agent shall reasonably request. Any Subsidiary that becomes send a party copy thereof to this Agreement pursuant to this Section 1.09 shall thereupon be deemed for all purposes to be a Revolving Credit Borrower under the Revolving Credit Facility hereunder and/or a Term A Borrower under the Term A Facility hereunder, as applicableeach Lender. Notwithstanding anything in Section 11.01(a) to the contraryforegoing, each Borrower Joinder Agreement may, without the consent of any other Lenders (but subject to the approval by the Lenders to the addition of such U.S. Borrower or the approval by the Revolving Credit Lenders to the addition of no such Foreign Borrower), effect such amendments to this Agreement and the other Loan Documents (which Subsidiary may take the form of amendments and restatements) as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 1.09, including, in the case of the addition of become a Foreign Borrower, amendments limiting the amount available Borrower if any Limited Currency Revolving Lender or Multicurrency Revolving Lender would be prohibited by applicable Law from making loans to be borrowed by such Foreign Borrower and any other Foreign Borrower organized in the same jurisdiction (it being understood that entities formed under the laws of different states, provinces or other localities of the same country as that of a Borrower shall be considered to be of the same jurisdiction as such Foreign Subsidiary) to a specified U.S. Dollar Equivalent of any Alternative Currency, or to effect any other amendments that shall give effect to any conditions associated with the consent of the appropriate Lenders to the addition of such U.S. Borrower or Foreign Borrower. For the avoidance of doubt, Domestic Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers under both the Revolving Credit Facility and the Term A Facility, and Foreign Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers solely under the Revolving Credit Facility.

Additional Borrowers. Holdings Notwithstanding anything in Section 11.07 to the contrary, following the Effective Date, the Administrative Borrower may from time to time request that (x) one or more additional wholly-owned Domestic Subsidiaries of the Company (other than AHS East Texas or and Subsidiary of AHS East Texas) that (ii) owns assets that are or that it desires to be included in the Legacy Borrowing Base be added as Borrowers an additional Legacy Borrower under the Term A Legacy Credit Facility by delivering to the Administrative Agent an Additional Legacy Borrower Agreement executed by such Subsidiary and the Revolving Credit Facility and/or Administrative Borrower and (y) one or more additional Foreign Wholly-Owned Domestic Subsidiaries of AHS East Texas that owns assets that are or that it desires to be included in the ETMC Borrowing Base be added as Borrowers an Additional ETMC Borrower under the Revolving ETMC Credit Facility, in each case, which request shall be subject Facility by delivering to the approval Administrative Agent an Additional ETMC Borrower Agreement executed by such Subsidiary and the Administrative Borrower. The assets of such Subsidiary that shall become an Additional Legacy Borrower or an Additional ETMC Borrower shall not be included in the Legacy Borrowing Base or ETMC Borrowing Base, as applicable, until the Administrative Agent and each of the Term A Lenders Collateral Agent shall have received and Revolving Credit Lenders (in the case of be reasonably satisfied with a Field Exam on such Domestic Subsidiaries) or the Administrative Agent and each of the Revolving Credit Lenders (in the case of such Foreign Subsidiaries). If (1) the Administrative Agent and all Term A Lenders and Revolving Credit Lenders consent assets from an examiner reasonably acceptable to the addition of such Domestic Subsidiary as a Term A Borrower under the Term A Facility and a Revolving Credit Borrower under the Revolving Credit Facility and (2) the Administrative Agent and all Revolving Credit Lenders consent to the addition of such Foreign Subsidiary as a Revolving Credit Borrower under the Revolving Credit Facility, in each case, such Subsidiary shall be required to execute and deliver to the Administrative Agent a Borrower Joinder Agreement and shall take all action in connection therewith (a) if such Borrower is a Domestic Subsidiary, as would otherwise have been required to cause the Collateral and Guaranty Requirements and the requirements set forth in Section 6.11 to be satisfied as if such Subsidiary had been a Loan Party on the Restatement Date and (b) if such Borrower is a Foreign Subsidiary, as are deemed reasonably necessary by the Administrative Agent to provide that the Obligations of such additional Borrower be, to the extent permitted by law, guaranteed and secured on terms no less favorable than those contained in the Collateral and Guaranty Requirements and, in the case of each of clauses (a) and (b), shall deliver to the Administrative Agent such Organization Documents, resolutions, certificates, legal opinions, lien searches and other information (including information to allow the Administrative Agent and the Collateral Agent. Such Subsidiary shall for all purposes of this Agreement be a Legacy Borrower or an ETMC Borrower hereunder after the latest of (i) five (5) Business Days (or such shorter period as the Administrative Agent shall agree) after delivery of such applicable Additional Borrower Agreement and (ii) receipt by the Lenders to comply under the applicable Revolving Credit Facility and the Administrative Agent of such documentation and other information reasonably requested by the Lenders under the applicable Revolving Credit Facility or the Administrative Agent for purposes of complying with applicable all necessary “know your customer” or other similar checks under all applicable laws and anti-money laundering rules regulations (including, without limitation, a Beneficial Ownership Certification with respect to such Additional Borrower if requested by any Lender) without any written objection submitted by the Lenders under the applicable Revolving Credit Facility or the Administrative Agent within ten (10) days of the date of receipt of such documentation and regulationsother information; provided that (a) each Additional Legacy Borrower and Additional ETMC Borrower shall also be a Guarantor and (b) neither the Administrative Agent, including the Act) and documents Collateral Agent nor any Lender under the applicable Revolving Credit Facility shall be materially adversely affected by the addition of such Additional Legacy Borrower or Additional ETMC Borrower, as applicable. Any obligations in respect of Borrowings by any Borrower under this Agreement will constitute “Obligations” for all purposes of the Loan Documents. Promptly following receipt of any Additional Borrower Agreement, the Administrative Agent shall reasonably request. Any Subsidiary that becomes send a party copy thereof to this Agreement pursuant to this Section 1.09 shall thereupon be deemed for all purposes to be a Revolving Credit Borrower each Lender under the Revolving Credit Facility hereunder and/or a Term A Borrower under the Term A Facility hereunder, as applicable. Notwithstanding anything in Section 11.01(a) to the contrary, each Borrower Joinder Agreement may, without the consent of any other Lenders (but subject to the approval by the Lenders to the addition of such U.S. Borrower or the approval by the Revolving Credit Lenders to the addition of such Foreign Borrower), effect such amendments to this Agreement and the other Loan Documents (which may take the form of amendments and restatements) as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 1.09, including, in the case of the addition of a Foreign Borrower, amendments limiting the amount available to be borrowed by such Foreign Borrower and any other Foreign Borrower organized in the same jurisdiction (it being understood that entities formed under the laws of different states, provinces or other localities of the same country as that of a Borrower shall be considered to be of the same jurisdiction as such Foreign Subsidiary) to a specified U.S. Dollar Equivalent of any Alternative Currency, or to effect any other amendments that shall give effect to any conditions associated with the consent of the appropriate Lenders to the addition of such U.S. Borrower or Foreign Borrower. For the avoidance of doubt, Domestic Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers under both the Revolving Credit Facility and the Term A Facility, and Foreign Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers solely under the applicable Revolving Credit Facility.

Additional Borrowers. Holdings The Company may, upon not less than ten (10) Business Days’ written notice (or such shorter period as may from time be agreed by the Administrative Agent) to time the Administrative Agent and the Lenders, request that the Administrative Agent approve the designation of any Domestic Restricted Subsidiary (xan “Applicant Borrower”) one or more additional that is a Wholly-Owned Subsidiary of the Parent as an Additional Borrower hereunder by delivery to the Administrative Agent of an Additional Borrower Joinder Agreement executed by such Domestic Subsidiaries be added as Borrowers under the Term A Facility Restricted Subsidiary and the Revolving Credit Facility and/or Company. An Applicant Borrower shall become an Additional Borrower upon (yi) one or more additional Foreign Subsidiaries be added as Borrowers under the Revolving Credit Facility, in each case, which request shall be subject to the approval of the Administrative Agent and each on behalf of the Term A Lenders Lenders, and Revolving Credit Lenders (in the case of such Domestic Subsidiaries) or the Administrative Agent and each of the Revolving Credit Lenders (in the case of such Foreign Subsidiaries). If (1ii) the Administrative Agent and all Term A Lenders and Revolving Credit Lenders consent to the addition of such Domestic Subsidiary as a Term A Borrower under the Term A Facility and a Revolving Credit Borrower under the Revolving Credit Facility and (2) the Administrative Agent and all Revolving Credit Lenders consent to the addition of such Foreign Subsidiary as a Revolving Credit Borrower under the Revolving Credit Facility, in each case, such Subsidiary shall be required to execute and deliver to the Administrative Agent a Borrower Joinder Agreement and shall take all action in connection therewith (a) if such Borrower is a Domestic Subsidiary, as would otherwise have been required to cause the Collateral and Guaranty Requirements and the requirements set forth in Section 6.11 to be satisfied as if such Subsidiary had been a Loan Party on the Restatement Date and (b) if such Borrower is a Foreign Subsidiary, as are deemed reasonably necessary receipt by the Administrative Agent to provide that of the Obligations Company’s written approval of such additional Borrower be, to the extent permitted by law, guaranteed and secured on terms no less favorable than those contained in the Collateral and Guaranty Requirements and, in the case of each of clauses (a) and (b), shall deliver to the Administrative Agent such Organization Documents, resolutions, certificates, legal opinions, lien searches and amendments or other information (including information to allow the Administrative Agent and the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the Act) and documents as the Administrative Agent shall reasonably request. Any Subsidiary that becomes a party to this Agreement pursuant to this Section 1.09 shall thereupon be deemed for all purposes to be a Revolving Credit Borrower under the Revolving Credit Facility hereunder and/or a Term A Borrower under the Term A Facility hereunder, as applicable. Notwithstanding anything in Section 11.01(a) to the contrary, each Borrower Joinder Agreement may, without the consent of any other Lenders (but subject to the approval by the Lenders to the addition of such U.S. Borrower or the approval by the Revolving Credit Lenders to the addition of such Foreign Borrower), effect such amendments modifications to this Agreement and the other Loan Documents (which may take the form of amendments and restatements) Documents, if any, as may reasonably be necessary or appropriate, in the opinion of requested by the Administrative Agent, Agent to effect the provisions of this Section 1.09, including, in the case of the addition of a Foreign Borrower, amendments limiting the amount available to be borrowed by such Foreign Borrower and any other Foreign Borrower organized in the same jurisdiction (it being understood that entities formed under the laws of different states, provinces or other localities of the same country as that of a Borrower shall be considered to be of the same jurisdiction as such Foreign Subsidiary) to a specified U.S. Dollar Equivalent of any Alternative Currency, or to effect any other amendments that shall give effect to any conditions associated with the consent of the appropriate Lenders to the addition of such U.S. Applicant Borrower or Foreign Borrower. For as an Additional Borrower (collectively, the avoidance of doubt“Applicant Borrower Amendments”), Domestic Subsidiaries of Holdings it being understood, notwithstanding anything to the contrary in Section 11.02, that become Borrowers pursuant to this Section 1.09 any Applicant Borrower Amendments shall become Borrowers under both be effective when executed and delivered by the Revolving Credit Facility Company and the Term A FacilityAdministrative Agent. The Administrative Agent shall send a notice to the Lenders specifying the effective date upon which the requested Applicant Borrower shall constitute an Additional Borrower for purposes hereof, whereupon each of the Lenders agrees to permit such Additional Borrower to receive Loans hereunder, on the terms and conditions set forth herein (as amended by the Applicant Borrower Amendments), and Foreign Subsidiaries each of Holdings the parties hereto agrees that become Borrowers pursuant to such Applicant Borrower shall for all purposes of this Section 1.09 shall become Borrowers solely Agreement be a party hereto and an Additional Borrower under the Revolving Credit Facilitythis Agreement.

Additional Borrowers. Holdings (a) Notwithstanding anything in Section 10.12 to the contrary, following the Closing Date, the Parent Borrower may from time to time request that (x) one or more additional of its Restricted Subsidiaries that is a wholly-owned Domestic Subsidiaries Subsidiary be added as Borrowers under the Term A Facility and the Revolving Credit Facility and/or (y) one or more an additional Foreign Subsidiaries be added as Borrowers Borrower under the Revolving Credit Facility, in each case, which request shall be subject Facility by delivering to the approval of the Administrative Agent an Additional Borrower Agreement executed by such Subsidiary and each the Parent Borrower, which Additional Borrower Agreement may be accepted or rejected by the Required Lenders. Such Subsidiary shall for all purposes of this Agreement be a Borrower hereunder no earlier than the Term A latest of (i) five (5) Business Days (or such shorter period as the Administrative Agent may in its discretion agree) after delivery of such Additional Borrower Agreement and any other document required to be delivered pursuant to Section 4.03 and (ii) receipt by the Lenders and Revolving Credit Lenders (in the case Administrative Agent of such Domestic Subsidiaries) documentation and other information reasonably requested by the Lenders or the Administrative Agent and each for purposes of the Revolving Credit Lenders (in the case of such Foreign Subsidiaries). If (1) the Administrative Agent and complying with all Term A Lenders and Revolving Credit Lenders consent to the addition of such Domestic Subsidiary as a Term A Borrower under the Term A Facility and a Revolving Credit Borrower under the Revolving Credit Facility and (2) the Administrative Agent and all Revolving Credit Lenders consent to the addition of such Foreign Subsidiary as a Revolving Credit Borrower under the Revolving Credit Facility, in each case, such Subsidiary shall be required to execute and deliver to the Administrative Agent a Borrower Joinder Agreement and shall take all action in connection therewith (a) if such Borrower is a Domestic Subsidiary, as would otherwise have been required to cause the Collateral and Guaranty Requirements and the requirements set forth in Section 6.11 to be satisfied as if such Subsidiary had been a Loan Party on the Restatement Date and (b) if such Borrower is a Foreign Subsidiary, as are deemed reasonably necessary by the Administrative Agent to provide that the Obligations of such additional Borrower be, to the extent permitted by law, guaranteed and secured on terms no less favorable than those contained in the Collateral and Guaranty Requirements and, in the case of each of clauses (a) and (b), shall deliver to the Administrative Agent such Organization Documents, resolutions, certificates, legal opinions, lien searches and other information (including information to allow the Administrative Agent and the Lenders to comply with applicable “know your customer” or other similar checks under all applicable laws and anti-money laundering rules regulations provided that there has been no written objection submitted by the Lenders or the Administrative Agent within five (5) Business Days of the date of receipt of such documentation and regulations, including the Actother information; provided that (a) each Additional Borrower shall also be a Guarantor and documents as (b) the Administrative Agent shall reasonably request. Any Subsidiary have confirmed that becomes a party to this Agreement pursuant to this Section 1.09 neither it nor any Lender shall thereupon be deemed for all purposes to be a Revolving Credit Borrower under the Revolving Credit Facility hereunder and/or a Term A Borrower under the Term A Facility hereunder, as applicable. Notwithstanding anything in Section 11.01(a) to the contrary, each Borrower Joinder Agreement may, without the consent of any other Lenders (but subject to the approval materially adversely affected by the Lenders to the addition of such U.S. Additional Borrower. Any obligations in respect of borrowings by any Borrower or the approval by the Revolving Credit Lenders to the addition of such Foreign Borrower), effect such amendments to under this Agreement and the other Loan Documents (which may take the form of amendments and restatements) as may be necessary or appropriate, in the opinion will constitute “Obligations” for all purposes of the Administrative Agent, to effect the provisions of this Section 1.09, including, in the case of the addition of a Foreign Borrower, amendments limiting the amount available to be borrowed by such Foreign Borrower and any other Foreign Borrower organized in the same jurisdiction (it being understood that entities formed under the laws of different states, provinces or other localities of the same country as that of a Borrower shall be considered to be of the same jurisdiction as such Foreign Subsidiary) to a specified U.S. Dollar Equivalent Loan Documents. Promptly following receipt of any Alternative Currency, or Additional Borrower Agreement the Administrative Agent shall send a copy thereof to effect any other amendments that shall give effect to any conditions associated with the consent of the appropriate Lenders to the addition of such U.S. Borrower or Foreign Borrower. For the avoidance of doubt, Domestic Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers under both the Revolving Credit Facility and the Term A Facility, and Foreign Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers solely under the Revolving Credit Facilityeach Lender.

Additional Borrowers. Holdings may from time to time request that (xa) one or more additional Domestic Subsidiaries be added as Borrowers under the Term A Facility and the Revolving Credit Facility and/or Upon not less than fifteen (y15) one or more additional Foreign Subsidiaries be added as Borrowers under the Revolving Credit Facility, in each case, which request shall be subject to the approval of the Administrative Agent and each of the Term A Lenders and Revolving Credit Lenders (in the case of such Domestic Subsidiaries) or the Administrative Agent and each of the Revolving Credit Lenders (in the case of such Foreign Subsidiaries). If (1) the Administrative Agent and all Term A Lenders and Revolving Credit Lenders consent to the addition of such Domestic Subsidiary as a Term A Borrower under the Term A Facility and a Revolving Credit Borrower under the Revolving Credit Facility and (2) the Administrative Agent and all Revolving Credit Lenders consent to the addition of such Foreign Subsidiary as a Revolving Credit Borrower under the Revolving Credit Facility, in each case, such Subsidiary shall be required to execute and deliver Business Days’ notice to the Administrative Agent a Borrower Joinder Agreement and shall take all action in connection therewith (a) if or such Borrower is a Domestic Subsidiary, shorter period as would otherwise have been required to cause the Collateral and Guaranty Requirements and the requirements set forth in Section 6.11 to may be satisfied as if such Subsidiary had been a Loan Party on the Restatement Date and (b) if such Borrower is a Foreign Subsidiary, as are deemed reasonably necessary agreed by the Administrative Agent to provide that the Obligations of such additional Borrower be, to the extent permitted by law, guaranteed and secured on terms no less favorable than those contained in the Collateral and Guaranty Requirements and, in the case of each of clauses (a) and (bits sole discretion), shall deliver the Borrowers may request the addition of any of their Domestic Subsidiaries (an “Additional Borrower”) as a Borrower hereunder by delivering to the Administrative Agent such Organization Documents(which shall promptly deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit 2.18-1 (a “Borrower Request and Assumption Agreement”). The parties hereto acknowledge and agree that prior to any Additional Borrower becoming entitled to utilize the credit facilities provided for herein, resolutions, certificates, legal opinions, lien searches and other information (including information to allow the Administrative Agent and the Lenders to comply with applicable shall have received Organizational Documents, such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information (including, without limitation, any documentation or other information that the Administrative Agent or any Lender requests in for purposes of its “know your customer” and ”, anti-money laundering rules or beneficial ownership diligence), in form, content and regulationsscope reasonably satisfactory to the Administrative Agent, including as may be required by the Act) Administrative Agent or the Required Lenders in their reasonable discretion, and Notes signed by such Additional Borrower to the extent any Lenders so require. If the Administrative Agent and all of the Lenders execute and deliver an acknowledgement and agreement to the Borrower Request and Assumption Agreement, then promptly following receipt of all such requested Organizational Documents, resolutions, incumbency certificates, opinions of counsel and other documents as or information, the Administrative Agent shall reasonably request. Any Subsidiary send a notice in substantially the form of Exhibit 2.18-2 (a “New Borrower Notice”) to the Borrowers and the Lenders specifying the effective date upon which the Additional Borrower shall constitute a Borrower for purposes hereof, whereupon each of the Lenders agrees to permit such Borrower to receive Loans and other credit extensions hereunder, on the terms and conditions set forth herein, and each of the parties agrees that becomes such Additional Borrower otherwise shall be a party to this Agreement pursuant to this Section 1.09 shall thereupon be deemed Borrower for all purposes to be a Revolving Credit Borrower under the Revolving Credit Facility hereunder and/or a Term A Borrower under the Term A Facility hereunder, as applicable. Notwithstanding anything in Section 11.01(a) to the contrary, each Borrower Joinder Agreement may, without the consent of any other Lenders (but subject to the approval by the Lenders to the addition of such U.S. Borrower or the approval by the Revolving Credit Lenders to the addition of such Foreign Borrower), effect such amendments to this Agreement and the other Loan Documents (which may take the form of amendments and restatements) as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 1.09, including, in the case of the addition of a Foreign Borrower, amendments limiting the amount available to be borrowed by such Foreign Borrower and any other Foreign Borrower organized in the same jurisdiction (it being understood that entities formed under the laws of different states, provinces or other localities of the same country as that of a Borrower shall be considered to be of the same jurisdiction as such Foreign Subsidiary) to a specified U.S. Dollar Equivalent of any Alternative Currency, or to effect any other amendments that shall give effect to any conditions associated with the consent of the appropriate Lenders to the addition of such U.S. Borrower or Foreign Borrower. For the avoidance of doubt, Domestic Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers under both the Revolving Credit Facility and the Term A Facility, and Foreign Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers solely under the Revolving Credit FacilityAgreement.

Additional Borrowers. Holdings may from time to time request that (x) one or more additional Domestic Subsidiaries be added as Borrowers under the Term A Facility and the Revolving Credit Facility and/or (y) one or more additional Foreign Subsidiaries be added as Borrowers under the Revolving Credit Facility, in each case, which request shall be subject to the approval of the Administrative Agent and each of the Term A Lenders and Revolving Credit Lenders (in the case of such Domestic Subsidiaries) or the Administrative Agent and each of the Revolving Credit Lenders (in the case of such Foreign Subsidiaries). If (1) the Administrative Agent and all Term A Lenders and Revolving Credit Lenders consent to the addition of such Domestic Subsidiary as a Term A Borrower under the Term A Facility and a Revolving Credit Borrower under the Revolving Credit Facility and (2) the Administrative Agent and all Revolving Credit Lenders consent to the addition of such Foreign Subsidiary as a Revolving Credit Borrower under the Revolving Credit Facility, in each case, such Subsidiary shall be required to execute and deliver Upon 30 days’ prior notice to the Administrative Agent (or such shorter period of time to which the Administrative Agent may agree), and subject to the written consent of the Revolving Lenders, which consent of each Revolving Lender shall not be unreasonably withheld (it being understood that a Revolving Lender shall be deemed to have acted reasonably in withholding its consent if (i) it is unlawful for such Revolving Lender to make Revolving Loans under this Agreement to the proposed additional Borrower, (ii) such Revolving Lender cannot or has not determined that it is lawful to do so, (iii) the making of a Revolving Loan to the proposed additional Borrower Joinder might reasonably be expected to subject such Lender to adverse tax consequences, (iv) such Lender is required or has determined that it is prudent to register or file in the jurisdiction of formation or organization of the proposed additional Borrower and it does not wish to do so or (v) such Lender is restricted by operational or administrative procedures or other applicable internal policies from extending credit under this Agreement to Persons in the jurisdiction in which the proposed additional Borrower is located), the Company may designate one or more Guarantors to be additional joint and shall take all action in connection therewith several direct Borrowers hereunder by written request to the Administrative Agent accompanied by (a) if such Borrower is a Domestic Subsidiaryan executed Assumption Agreement and appropriate Notes (to the extent requested by any Lender) executed by the designated Guarantor, as would otherwise have been required to cause the Collateral and Guaranty Requirements and the requirements set forth in Section 6.11 to be satisfied as if such Subsidiary had been a Loan Party on the Restatement Date and (b) if a certificate of good standing of the designated Guarantor in the jurisdiction of its incorporation or organization, (c) a certified resolution of such Borrower is Guarantor’s board of directors or other governing body authorizing the execution and delivery of the Assumption Agreement and such Notes, (d) a Foreign Subsidiarywritten consent to the Assumption Agreement executed by each Guarantor, as are deemed (e) appropriate written legal opinions reasonably necessary requested by the Administrative Agent with respect to provide that such new Borrower and the Obligations of such additional Borrower be, Assumption Agreement covering matters similar to the extent permitted by law, guaranteed and secured on terms no less favorable than those contained covered in the Collateral and Guaranty Requirements and, in opinions delivered on the case of each of clauses (a) Closing Date and (b), shall deliver to f) such documentation and other evidence as is reasonably requested by the Administrative Agent such Organization Documents, resolutions, certificates, legal opinions, lien searches and other information (including information to allow or any Lender in order for the Administrative Agent or such Lender to carry out and be satisfied that it has complied with the Lenders to comply with applicable results of all necessary “know your customer” or other similar checks under the USA PATRIOT Act, under similar regulations and, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, and anti-money laundering rules and regulations, including the Act) and documents as the Administrative Agent shall reasonably requestthat it is not otherwise prohibited by Law from making Loans to such new Borrower. Any Subsidiary that becomes a party to this Agreement The Obligations of any additional Borrowers designated pursuant to this Section 1.09 shall thereupon 2.17 may be deemed for all purposes limited as to be a Revolving Credit Borrower under the Revolving Credit Facility hereunder and/or a Term A Borrower under the Term A Facility hereunder, amount as applicable. Notwithstanding anything in Section 11.01(a) to the contrary, each Borrower Joinder Agreement may, without the consent of any other Lenders (but subject to the approval directed by the Company. The Administrative Agent shall promptly notify the Lenders to the addition of such U.S. Borrower or the approval by the Revolving Credit Lenders to the addition request, together with copies of such Foreign Borrower), effect such amendments to this Agreement of the foregoing as any Lender may request and the other Loan Documents (which may take the form of amendments and restatements) as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 1.09, including, in the case of the addition of a Foreign Borrower, amendments limiting the amount available to be borrowed by such Foreign Borrower and any other Foreign Borrower organized in the same jurisdiction (it being understood that entities formed under the laws of different states, provinces or other localities of the same country as that of designated Guarantor shall become a Borrower shall be considered to be of the same jurisdiction as such Foreign Subsidiary) to a specified U.S. Dollar Equivalent of any Alternative Currency, or to effect any other amendments that shall give effect to any conditions associated with the consent of the appropriate Lenders to the addition of such U.S. Borrower or Foreign Borrower. For the avoidance of doubt, Domestic Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers under both the Revolving Credit Facility and the Term A Facility, and Foreign Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers solely under the Revolving Credit Facilityhereunder.

Additional Borrowers. Holdings may from time to time request The parties hereto agree that (x) one or more additional wholly owned Domestic Subsidiaries be added that are not Borrowers as Borrowers under the Term A Facility and the Revolving Credit Facility and/or (y) one or more additional Foreign Subsidiaries be added as Borrowers under the Revolving Credit Facility, in each case, which request shall be subject to the approval of the Closing Date may enter into and become a party to this Agreement by executing a New Borrower Agreement. Upon execution and delivery after the date hereof by the Administrative Agent, the Collateral Agent and each such a wholly owned Subsidiary of the Term A Lenders and Revolving Credit Lenders (in the case of such Domestic Subsidiaries) or the Administrative Agent and each of the Revolving Credit Lenders (in the case of such Foreign Subsidiaries). If (1) the Administrative Agent and all Term A Lenders and Revolving Credit Lenders consent to the addition of such Domestic Subsidiary as a Term A New Borrower under the Term A Facility and a Revolving Credit Borrower under the Revolving Credit Facility and (2) the Administrative Agent and all Revolving Credit Lenders consent to the addition of such Foreign Subsidiary as a Revolving Credit Borrower under the Revolving Credit Facility, in each caseAgreement, such Subsidiary shall be required to execute become a Borrower hereunder with the same force and deliver effect as if originally named as a Borrower herein. The Parent Borrower may terminate any Subsidiary Borrower's interests, rights and obligations under this Agreement by executing and delivering to the Administrative Agent a Subsidiary Borrower Joinder Agreement and shall take all action in connection therewith (a) if Termination with respect to such Borrower is a Domestic Subsidiary, as would otherwise have been required to cause the Collateral and Guaranty Requirements and the requirements set forth in Section 6.11 whereupon such Subsidiary shall cease to be satisfied as if such a Subsidiary had been a Loan Party on the Restatement Date Borrower and (b) if such Borrower is a Foreign Subsidiary, as are deemed reasonably necessary by the Administrative Agent to provide that the Obligations of such additional Borrower be, to the extent permitted by law, guaranteed and secured on terms no less favorable than those contained in the Collateral and Guaranty Requirements and, in the case of each of clauses (a) and (b), shall deliver to the Administrative Agent such Organization Documents, resolutions, certificates, legal opinions, lien searches and other information (including information to allow the Administrative Agent and the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the Act) and documents as the Administrative Agent shall reasonably request. Any Subsidiary that becomes a party to this Agreement pursuant Agreement. Notwithstanding the preceding sentence, no Subsidiary Borrower Termination will become effective as to this Section 1.09 any Subsidiary Borrower at a time when any principal of or interest on any Loan to such Subsidiary Borrower shall thereupon be deemed for all purposes to be a Revolving Credit Borrower under the Revolving Credit Facility hereunder and/or a Term A Borrower under the Term A Facility outstanding hereunder, as applicablePROVIDED that such Subsidiary Borrower Termination shall be effective to terminate such Subsidiary Borrower's right to make further Borrowings under this Agreement unless and until such Subsidiary executes subsequent to such termination a New Borrower Agreement. Notwithstanding anything in Section 11.01(a) to the contrary, each The execution and delivery of a New Borrower Joinder Agreement may, without or a Subsidiary Borrower Termination shall not require the consent of any other Lenders (but subject to the approval by the Lenders to Borrower hereunder. The rights and obligations of each Borrower hereunder shall remain in full force and effect notwithstanding the addition of such U.S. any new Borrower or the approval by the Revolving Credit Lenders to the addition termination of such Foreign Borrower), effect such amendments any Borrower as a party to this Agreement and the other Loan Documents (which may take the form of amendments and restatements) as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 1.09, including, in the case of the addition of a Foreign Borrower, amendments limiting the amount available to be borrowed by such Foreign Borrower and any other Foreign Borrower organized in the same jurisdiction (it being understood that entities formed under the laws of different states, provinces or other localities of the same country as that of a Borrower shall be considered to be of the same jurisdiction as such Foreign Subsidiary) to a specified U.S. Dollar Equivalent of any Alternative Currency, or to effect any other amendments that shall give effect to any conditions associated with the consent of the appropriate Lenders to the addition of such U.S. Borrower or Foreign Borrower. For the avoidance of doubt, Domestic Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers under both the Revolving Credit Facility and the Term A Facility, and Foreign Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers solely under the Revolving Credit FacilityAgreement.

Additional Borrowers. Holdings (a) The Company may from time to time request that upon not less than ten (x10) one or more additional Domestic Subsidiaries be added as Borrowers Business Days’ notice cause any Eligible Subsidiary to become eligible to borrow under the Term A Facility and the Revolving Credit Facility and/or (y) one or more additional Foreign Subsidiaries be added as Borrowers under the Revolving Credit Facility, in each case, which request shall be subject Section 2.01 by delivering to the approval Administrative Agent an Election to Participate with respect to such Eligible Subsidiary. Following the delivery of an Election to Participate, if such election obligates the Administrative Agent or any Bank to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Company shall, promptly upon the request of the Administrative Agent or any Bank, supply such documentation and each of the Term A Lenders and Revolving Credit Lenders (in the case of such Domestic Subsidiaries) or other evidence as is reasonably requested by the Administrative Agent and each of the Revolving Credit Lenders (or any Bank in the case of such Foreign Subsidiaries). If (1) order for the Administrative Agent or such Bank to carry out and be satisfied it has complied with the results of all Term A Lenders necessary “know your customer” or other similar checks under all applicable laws and Revolving Credit Lenders consent regulations, including, a Beneficial Ownership Certification in relation to any such Eligible Borrower to the addition of extent such Domestic Subsidiary Eligible Borrower qualifies as a Term A Borrower “legal entity customer” under the Term A Facility and a Revolving Credit Beneficial Ownership Regulation. The eligibility of any such Eligible Borrower to borrow under the Revolving Credit Facility and said Sections shall terminate (2x) when the Administrative Agent and all Revolving Credit Lenders consent receives an Election to Terminate with respect to such Eligible Borrower or (y) upon a change (such change, a “Change in Jurisdiction”) in the addition jurisdiction of organization or formation of such Foreign Eligible Borrower (other than a change from one State of the United States to another State of the United States); provided that the Company may at any time after such termination, subject to compliance with this Section 2.18 (assuming that such Eligible Borrower was an Eligible Subsidiary as a Revolving Credit for purposes of the fifth paragraph hereof) and Section 3.03, cause such Eligible Borrower to become eligible to borrow under the Revolving Credit Facility, in each case, such Subsidiary shall be required to execute and deliver Section 2.01 by delivering to the Administrative Agent a Borrower Joinder Agreement and shall take all action in connection therewith (a) if an Election to Participate with respect to such Borrower is a Domestic Subsidiary, as would otherwise have been required Eligible Borrower. Each Election to cause the Collateral and Guaranty Requirements and the requirements set forth in Section 6.11 to be satisfied as if such Subsidiary had been a Loan Party on the Restatement Date and (b) if such Borrower is a Foreign Subsidiary, as are deemed reasonably necessary by the Administrative Agent to provide that the Obligations of such additional Borrower be, to the extent permitted by law, guaranteed and secured on terms no less favorable than those contained in the Collateral and Guaranty Requirements and, in the case of each of clauses (a) and (b), shall deliver Participate delivered to the Administrative Agent shall be duly executed on behalf of the relevant Eligible Subsidiary and the Company, and each Election to Terminate delivered to the Administrative Agent shall be duly executed on behalf of the Company. The delivery of an Election to Terminate with respect to an Eligible Borrower or a Change in Jurisdiction of an Eligible Borrower shall not affect any obligation of the relevant Eligible Borrower theretofore incurred. The Administrative Agent shall promptly (i) give notice to the Banks of its receipt of any Election to Participate, Election to Terminate or notice of a change in the jurisdiction of organization or formation of an Eligible Borrower pursuant to Section 5.01(j) and (ii) provide such Organization DocumentsElection to Participate or Election to Terminate to each Bank. Any Bank may, resolutions, certificates, legal opinions, lien searches and other information (including information with notice to allow the Administrative Agent and the Lenders Company, fulfill its Commitment to comply any Eligible Borrower not organized under the laws of the United States or any State thereof by causing an Affiliate of such Bank to act as the Bank in respect of such Eligible Borrower; provided that, for all purposes of voting or consenting with applicable respect to (a) any amendment, supplementation or modification of any Loan Document, (b) any waiver of any requirements of any Loan Document or any Default or Event of Default and its consequences, or (c) any other matter as to which a Bank may vote or consent pursuant to Section 11.06 of this Agreement, the Bank making such election shall be deemed the “know your customerPerson” and anti-money laundering rules and regulationsrather than such Affiliate, including which shall not be entitled to vote or consent. As soon as practicable after receiving notice from the Act) and documents as Company or the Administrative Agent shall reasonably request. Any of the Company’s intent to designate any Eligible Subsidiary that becomes is not organized under the laws of the United States or any State thereof as a party Borrower, and in any event within two Domestic Business Days after the delivery of an executed Election to this Agreement Participate to the Administrative Agent pursuant to this Section 1.09 2.18(a) with respect to such Eligible Subsidiary, any Bank that is prohibited by law or by any bona fide policy of general applicability from lending to, establishing credit for the account of and/or doing any business whatsoever with Persons in the jurisdiction of such Eligible Subsidiary directly or through an Affiliate of such Bank as provided in the immediately preceding paragraph (a “Protesting Bank”) shall thereupon be deemed for all purposes so notify the Company and the Administrative Agent in writing. With respect to be a Revolving Credit each Protesting Bank, the Company shall, effective on or before the date that such Eligible Borrower under shall have the Revolving Credit Facility hereunder and/or a Term A Borrower under the Term A Facility right to borrow hereunder, as applicable. Notwithstanding anything in Section 11.01(aeither (A) notify the Administrative Agent and such Protesting Bank that the Commitments of such Protesting Bank shall be terminated; provided that such Protesting Bank shall have received payment of an amount equal to the contraryoutstanding principal of its Loans, each Borrower Joinder Agreement mayaccrued interest thereon, without the consent of accrued fees and all other amounts payable to it hereunder (notwithstanding any other Lenders (but subject provision herein providing that such amounts shall be applied to the approval by the Lenders to the addition of such U.S. Borrower or the approval by the Revolving Credit Lenders to the addition of such Foreign BorrowerBanks ratably), effect or (B) cancel its request to designate such amendments to this Agreement and the other Loan Documents (which may take the form of amendments and restatements) Eligible Subsidiary as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 1.09, including, in the case of the addition of a Foreign an “Eligible Borrower, amendments limiting the amount available to be borrowed by such Foreign Borrower and any other Foreign Borrower organized in the same jurisdiction (it being understood that entities formed under the laws of different states, provinces or other localities of the same country as that of a Borrower shall be considered to be of the same jurisdiction as such Foreign Subsidiary) to a specified U.S. Dollar Equivalent of any Alternative Currency, or to effect any other amendments that shall give effect to any conditions associated with the consent of the appropriate Lenders to the addition of such U.S. Borrower or Foreign Borrower. For the avoidance of doubt, Domestic Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers under both the Revolving Credit Facility and the Term A Facility, and Foreign Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers solely under the Revolving Credit Facility” hereunder.

Additional Borrowers. Holdings The Borrower may from time to time request that (x) one or more additional Domestic Subsidiaries be added as Borrowers under the Term A Facility and the Revolving Credit Facility and/or (y) one or more additional Foreign Subsidiaries be added as Borrowers under the Revolving Credit Facility, in each case, which request shall be subject to the approval of the Administrative Agent and each of the Term A Lenders and Revolving Credit Lenders (in the case of such Domestic Subsidiaries) or the Administrative Agent and each of the Revolving Credit Lenders (in the case of such Foreign Subsidiaries). If (1) the Administrative Agent and all Term A Lenders and Revolving Credit Lenders consent to the addition of such Domestic designate any wholly owned Subsidiary as a Term A Borrower under the Term A Facility and a Revolving Credit Borrower under the Revolving Credit Facility and Commitments (2) an “Additional Borrower”); provided that the Administrative Agent and all Revolving Credit Lenders consent shall be reasonably satisfied that, with respect to the addition of such Foreign Subsidiary as a Revolving Credit Borrower under the Revolving Credit Facility, in each case, any such Subsidiary shall be required to execute and deliver to the Administrative Agent a Borrower Joinder Agreement and shall take all action in connection therewith (a) if such Borrower which is not a Domestic Subsidiary, as would otherwise have been required the Revolving Lenders and Fronting Lenders may make loans and other extensions of credit to cause the Collateral and Guaranty Requirements and the requirements set forth in Section 6.11 to be satisfied as if such Subsidiary had been in Dollars and Foreign Currencies in such person’s jurisdiction in compliance with applicable laws and regulations, without being required or qualified to do business in such jurisdiction and without being subject to any unreimbursed or unindemnified Tax or other expense. Such wholly owned Subsidiary shall become an Additional Borrower and a Loan Party on party to this Agreement, and all references to the Restatement Date and (b) if “Borrower” shall be to such Borrower is a Foreign SubsidiaryAdditional Borrower, as are deemed reasonably necessary applicable, upon (i) the receipt by the Administrative Agent of (A) a joinder agreement, in form and substance satisfactory to provide that the Administrative Agent, executed by such Subsidiary and the Borrower, (B) an acknowledgement and confirmation by the Guarantors of their guarantee in respect of the Obligations of such additional Borrower beSubsidiary, (C) an amendment and/or supplement to the Security Documents executed by the applicable Loan Parties and such Subsidiary, to the extent permitted reasonably requested by lawthe Administrative Agent, guaranteed (D) corporate or other applicable resolutions, other corporate or other applicable documents, certificates and secured legal opinions in respect of such Subsidiary substantially equivalent to comparable documents delivered on terms no less favorable than those contained in the Collateral and Guaranty Requirements and, in the case of each of clauses (a) Closing Date and (b), shall deliver to the Administrative Agent E) such Organization Documents, resolutions, certificates, legal opinions, lien searches other documents or information with respect thereto (including all documentation and other information (including information to allow required under the Administrative Agent and the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act) and documents as the Administrative Agent shall reasonably request. Any request and (ii) the Revolving Lenders and Fronting Lenders being provided with (A) five Business Days’ prior notice of any Additional Borrower that is a Domestic Subsidiary that becomes a party to this Agreement being added pursuant to this Section 1.09 shall thereupon be deemed for all purposes to be a Revolving Credit Borrower under the Revolving Credit Facility hereunder and/or a Term A Borrower under the Term A Facility hereunder, as applicable. Notwithstanding anything in Section 11.01(a10.15 and (B) to the contrary, each Borrower Joinder Agreement may, without the consent 10 Business Days’ prior notice of any other Lenders (but subject to the approval by the Lenders to the addition of such U.S. Additional Borrower or the approval by the Revolving Credit Lenders to the addition of such Foreign Borrower), effect such amendments to this Agreement and the other Loan Documents (which may take the form of amendments and restatements) as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 1.09, including, in the case of the addition of that is a Foreign Borrower, amendments limiting the amount available to be borrowed by such Foreign Borrower and any other Foreign Borrower organized in the same jurisdiction (it Subsidiary being understood that entities formed under the laws of different states, provinces or other localities of the same country as that of a Borrower shall be considered to be of the same jurisdiction as such Foreign Subsidiary) to a specified U.S. Dollar Equivalent of any Alternative Currency, or to effect any other amendments that shall give effect to any conditions associated with the consent of the appropriate Lenders to the addition of such U.S. Borrower or Foreign Borrower. For the avoidance of doubt, Domestic Subsidiaries of Holdings that become Borrowers added pursuant to this Section 1.09 shall become Borrowers under both the Revolving Credit Facility and the Term A Facility, and Foreign Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers solely under the Revolving Credit Facility10.15.

Additional Borrowers. Holdings may from time to time request that (x) one or more additional Domestic Subsidiaries be added as Borrowers under If after the Term A Facility and the Revolving Credit Facility and/or (y) one or more additional Foreign Subsidiaries be added as Borrowers under the Revolving Credit FacilityClosing Date, in each case, which request shall be subject to the approval a Subsidiary of the Administrative Agent and each of the Term A Lenders and Revolving Credit Lenders (in the case of such Domestic Subsidiaries) or the Administrative Agent and each of the Revolving Credit Lenders (in the case of such Foreign Subsidiaries). If (1) the Administrative Agent and all Term A Lenders and Revolving Credit Lenders consent Operating Partnership desires to the addition of such Domestic Subsidiary as become a Term A Borrower under the Term A Facility and a Revolving Credit Borrower under the Revolving Credit Facility and (2) the Administrative Agent and all Revolving Credit Lenders consent to the addition of such Foreign Subsidiary as a Revolving Credit Borrower under the Revolving Credit Facility, in each casehereunder, such Subsidiary shall: (i) provide at least five Business Days’ prior notice to the Administrative Agent, and such notice shall be required designate under what Tranche such Subsidiary proposes to borrow; (ii) duly execute and deliver to the Administrative Agent a Borrower Joinder Agreement and shall take Accession Agreement; (iii) satisfy all action in connection therewith (a) if such Borrower is a Domestic Subsidiary, as would otherwise have been required to cause of the Collateral and Guaranty Requirements and the requirements conditions with respect thereto set forth in this Section 6.11 to be satisfied as if such Subsidiary had been a Loan Party on the Restatement Date 5.01(p) in form and (b) if such Borrower is a Foreign Subsidiary, as are deemed substance reasonably necessary by the Administrative Agent to provide that the Obligations of such additional Borrower be, to the extent permitted by law, guaranteed and secured on terms no less favorable than those contained in the Collateral and Guaranty Requirements and, in the case of each of clauses (a) and (b), shall deliver satisfactory to the Administrative Agent such Organization Documents, resolutions, certificates, legal opinions, lien searches and other information Agent; (including information to allow iv) satisfy the Administrative Agent and the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the Act) and documents as requirements of the Administrative Agent shall reasonably request. Any Subsidiary and each relevant Lender and (v) obtain the consent of each Lender in the applicable Tranche under which such Additional Borrower proposes to become a Borrower that becomes such Additional Borrower is acceptable as a party to this Agreement pursuant to this Section 1.09 shall thereupon be deemed for all purposes to be a Revolving Credit Borrower under the Revolving Credit Facility hereunder and/or Loan Documents. Each such Subsidiary’s addition as a Term A Borrower under the Term A Facility hereunder, as applicable. Notwithstanding anything in Section 11.01(ashall also be conditioned upon (x) such Subsidiary providing to the contrary, each Borrower Joinder Agreement may, without the consent of any other Lenders (but subject Administrative Agent evidence satisfactory to the approval by the Lenders to Administrative Agent that no additional withholding taxes will be imposed on any Lender after the addition of such U.S. Borrower or the approval by the Revolving Credit Lenders to Subsidiary as a result of the addition of such Foreign Subsidiary as an Additional Borrower and (y) the Administrative Agent having received (A) a certificate signed by a duly authorized officer of such Subsidiary, dated the date of such Borrower Accession Agreement certifying that: (1) the representations and warranties contained in each Loan Document are true and correct in all material respects on and as of such date, before and after giving effect to such Subsidiary becoming an Additional Borrower and as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and (2) no Default or Event of Default has occurred and is continuing as of such date or would occur as a result of such Subsidiary becoming an Additional Borrower, (B) all of the documents set forth in Sections 3.01(a)(iii), effect (iv), (v), (vi), (vii), (ix) with respect to such amendments Subsidiary and (C) a corporate formalities legal opinion relating to this Agreement and the other Loan Documents (which may take the form of amendments and restatements) as may be necessary or appropriate, in the opinion of such Subsidiary from counsel reasonably acceptable to the Administrative Agent, all in form and substance reasonably satisfactory to effect the provisions of this Section 1.09Administrative Agent. Upon such Subsidiary’s addition as an Additional Borrower, includingsuch Subsidiary shall be deemed to be a Borrower hereunder. The Administrative Agent shall promptly notify each Lender upon each Additional Borrower’s addition as a Borrower hereunder and shall, in the case upon request by any Lender, provide such Lender with a copy of the addition of a Foreign Borrower, amendments limiting the amount available to be borrowed by such Foreign executed Borrower and any other Foreign Borrower organized in the same jurisdiction (it being understood that entities formed under the laws of different states, provinces or other localities of the same country as that of a Borrower shall be considered to be of the same jurisdiction as such Foreign Subsidiary) to a specified U.S. Dollar Equivalent of any Alternative Currency, or to effect any other amendments that shall give effect to any conditions associated with the consent of the appropriate Lenders to the addition of such U.S. Borrower or Foreign Borrower. For the avoidance of doubt, Domestic Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers under both the Revolving Credit Facility and the Term A Facility, and Foreign Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers solely under the Revolving Credit FacilityAccession Agreement.

Additional Borrowers. Holdings (a) The Company may at any time, upon not less than 15 Business Days’ notice from time to time request that (x) one or more additional Domestic Subsidiaries be added as Borrowers under the Term A Facility and the Revolving Credit Facility and/or (y) one or more additional Foreign Subsidiaries be added as Borrowers under the Revolving Credit Facility, in each case, which request shall be subject to the approval of the Administrative Agent and each of the Term A Lenders and Revolving Credit Lenders (in the case of such Domestic Subsidiaries) or the Administrative Agent and each of the Revolving Credit Lenders (in the case of such Foreign Subsidiaries). If (1) the Administrative Agent and all Term A Lenders and Revolving Credit Lenders consent to the addition of such Domestic Subsidiary as a Term A Borrower under the Term A Facility and a Revolving Credit Borrower under the Revolving Credit Facility and (2) the Administrative Agent and all Revolving Credit Lenders consent to the addition of such Foreign Subsidiary as a Revolving Credit Borrower under the Revolving Credit Facility, in each case, such Subsidiary shall be required to execute and deliver Company to the Administrative Agent a Borrower Joinder Agreement and shall take all action in connection therewith (a) if or such Borrower is a Domestic Subsidiary, shorter period as would otherwise have been required to cause the Collateral and Guaranty Requirements and the requirements set forth in Section 6.11 to may be satisfied as if such Subsidiary had been a Loan Party on the Restatement Date and (b) if such Borrower is a Foreign Subsidiary, as are deemed reasonably necessary agreed by the Administrative Agent to provide that the Obligations of such additional Borrower be, to the extent permitted by law, guaranteed and secured on terms no less favorable than those contained in the Collateral and Guaranty Requirements and, in the case of each of clauses (a) and (bits sole discretion), shall deliver designate any Material Subsidiary that is a Domestic Subsidiary of the Lead Borrower (an “Applicant Borrower”) as a Borrower to receive Loans hereunder by delivering to the Administrative Agent such Organization Documents, resolutions, certificates, legal opinions, lien searches (which shall promptly deliver counterparts thereof to each Lender) a duly executed Borrower Request and other information (including information Assumption Agreement. The parties hereto acknowledge and agree that prior to allow any Applicant Borrower becoming entitled to utilize the credit facilities provided for herein the Administrative Agent and the Lenders shall have received such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form and substance reasonably satisfactory to comply the Administrative Agent, as may be required by the Administrative Agent in its reasonable discretion, and Notes signed by such new Borrowers to the extent any Lenders so require and the Applicant Borrower shall have complied with applicable “know your customer” the terms and anti-money laundering rules conditions of Sections 6.11 and regulations6.13 as if such Applicant Borrower were a Restricted Subsidiary referenced therein. If the Administrative Agent agrees that an Applicant Borrower shall be entitled to receive Loans hereunder, including the Act) then promptly following receipt of all such requested resolutions, incumbency certificates, opinions of counsel and other documents as or information, the Administrative Agent shall reasonably request. Any Subsidiary send Borrower Notice to the Lead Borrower and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Borrower for purposes hereof, whereupon each of the Lenders agrees to permit such Borrower to receive Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that becomes such Borrower otherwise shall be a party to this Agreement pursuant to this Section 1.09 shall thereupon be deemed Borrower for all purposes to be a Revolving Credit Borrower under the Revolving Credit Facility hereunder and/or a Term A Borrower under the Term A Facility hereunder, as applicable. Notwithstanding anything in Section 11.01(a) to the contrary, each Borrower Joinder Agreement may, without the consent of any other Lenders (but subject to the approval by the Lenders to the addition of such U.S. Borrower or the approval by the Revolving Credit Lenders to the addition of such Foreign Borrower), effect such amendments to this Agreement and the other Loan Documents (which may take the form of amendments and restatements) as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 1.09, including, in the case of the addition of a Foreign Borrower, amendments limiting the amount available to be borrowed by such Foreign Borrower and any other Foreign Borrower organized in the same jurisdiction (it being understood that entities formed under the laws of different states, provinces or other localities of the same country as that of a Borrower shall be considered to be of the same jurisdiction as such Foreign Subsidiary) to a specified U.S. Dollar Equivalent of any Alternative Currency, or to effect any other amendments that shall give effect to any conditions associated with the consent of the appropriate Lenders to the addition of such U.S. Borrower or Foreign Borrower. For the avoidance of doubt, Domestic Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers under both the Revolving Credit Facility and the Term A Facility, and Foreign Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers solely under the Revolving Credit FacilityAgreement.

Additional Borrowers. Holdings The Administrative Borrower may at any time, upon not less than ten (10) Business Days’ notice from time to time request that (x) one or more additional Domestic Subsidiaries be added as Borrowers under the Term A Facility and the Revolving Credit Facility and/or (y) one or more additional Foreign Subsidiaries be added as Borrowers under the Revolving Credit Facility, in each case, which request shall be subject Administrative Borrower to the approval Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion), request to designate any Wholly-Owned Domestic Restricted Subsidiary of the Administrative Agent and each of the Term A Lenders and Revolving Credit Lenders (in the case of such Domestic Subsidiaries) or Borrower as an Additional Borrower hereunder by delivering to the Administrative Agent and (which shall promptly deliver copies thereof to each of the Revolving Credit Lenders (in the case Lender) a duly executed written notice of such Foreign Subsidiaries)request. If The parties hereto acknowledge and agree that prior to any such proposed Additional Borrower becoming an Additional Borrower hereunder (1i) the Administrative Agent shall have consented (such consent not to be unreasonably withheld or delayed) to such proposed Additional Borrower becoming an Additional Borrower hereunder, (ii) the Administrative Agent and all Term A such Lenders shall have received customary supporting resolutions, incumbency certificates and Revolving Credit Lenders consent opinions of counsel, and promissory notes signed by such proposed Additional Borrower to the addition of such Domestic Subsidiary as a Term A Borrower under the Term A Facility and a Revolving Credit Borrower under the Revolving Credit Facility extent any Lender so requires, and (2iii) upon the reasonable request of the Administrative Agent and all Revolving Credit Lenders consent to the addition of such Foreign Subsidiary as a Revolving Credit Borrower under the Revolving Credit Facility, in each caseor any Lender, such Subsidiary proposed Additional Borrower shall be required to execute and deliver have provided to the Administrative Agent a Borrower Joinder Agreement and shall take all action in connection therewith (a) if or such Borrower is a Domestic SubsidiaryLender, as would otherwise have been required to cause the Collateral case may be, and Guaranty Requirements and the requirements set forth in Section 6.11 to be satisfied as if such Subsidiary had been a Loan Party on the Restatement Date and (b) if such Borrower is a Foreign Subsidiary, as are deemed reasonably necessary by the Administrative Agent to provide that or such Lender, as the Obligations of such additional Borrower case may be, to shall be reasonably satisfied with, the extent permitted by law, guaranteed and secured on terms no less favorable than those contained in the Collateral and Guaranty Requirements and, in the case of each of clauses (a) and (b), shall deliver to the Administrative Agent such Organization Documents, resolutions, certificates, legal opinions, lien searches documentation and other information (including information to allow the Administrative Agent and the Lenders to comply so requested in connection with applicable “know your customer” and anti-money money-laundering rules and regulations, including including, without limitation, the PATRIOT Act) , and documents any such proposed Additional Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to the Administrative Agent and each Lender that so requests, a Beneficial Ownership Certification in relation to such proposed Additional Borrower (the requirements in clauses (i), (ii) and (iii) hereof, the “Additional Borrower Requirements”). If the Additional Borrower Requirements are met, the Additional Borrower shall reasonably requestconstitute an Additional Borrower hereunder, whereupon each of the Lenders agrees to permit such Additional Borrower to receive Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Additional Borrower otherwise shall be a Borrower for all purposes of this Agreement. Any Subsidiary It is understood and agreed that becomes a party to this Agreement any Accounts of an Additional Borrower hereafter added as an Additional Borrower by the Administrative Borrower pursuant to this Section 1.09 2.15 shall thereupon be deemed for all purposes to be not constitute an Eligible Account until the completion of a Revolving Credit Borrower under the Revolving Credit Facility hereunder and/or a Term A Borrower under the Term A Facility hereunder, as applicable. Notwithstanding anything in Section 11.01(a) to the contrary, each Borrower Joinder Agreement may, without the consent of any other Lenders (but subject to the approval by the Lenders to the addition customary field examination and confirmation of such U.S. Borrower or the approval by the Revolving Credit Lenders to the addition of such Foreign Borrower), effect such amendments to this Agreement and the other Loan Documents (which may take the form of amendments and restatements) as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 1.09, including, in the case of the addition of a Foreign Borrower, amendments limiting the amount available to be borrowed by such Foreign Borrower and any other Foreign Borrower organized in the same jurisdiction (it being understood that entities formed under the laws of different states, provinces or other localities of the same country as that of a Borrower shall be considered to be of the same jurisdiction as such Foreign Subsidiary) to a specified U.S. Dollar Equivalent of any Alternative Currency, or to effect any other amendments that shall give effect to any conditions associated with the consent of the appropriate Lenders to the addition of such U.S. Borrower or Foreign Borrower. For the avoidance of doubt, Domestic Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers under both the Revolving Credit Facility and the Term A Facility, and Foreign Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers solely under the Revolving Credit FacilityAccounts.

Additional Borrowers. Holdings The Company may at any time, upon not less than 10 Business Days’ written notice from time the Company to time request that the Administrative Agent (xor such shorter period as may be agreed by the Administrative Agent in its sole discretion), designate (a) one any Domestic Subsidiary as an additional Primary Revolving Borrower or more (b) any Subsidiary of the Company as an additional Domestic Subsidiaries be added as Borrowers under Multicurrency Revolving Borrower hereunder (each an “Applicant Borrower”) by delivering to the Term A Facility Administrative Agent a duly executed Joinder Agreement, together with each of the documents and the Revolving Credit Facility and/or (y) one or more additional Foreign Subsidiaries be added as Borrowers under the Revolving Credit Facilityother items set forth on Schedule 7.12, in each case, which request shall be subject in form and substance reasonably satisfactory to the approval Administrative Agent. Upon receipt of such notice, the Administrative Agent shall provide a copy to each Primary Revolving Lender or each Multicurrency Revolving Lender, as applicable. Within 10 Business Days following receipt of all such documents and each of the Term A Lenders and Revolving Credit Lenders (in the case of such Domestic Subsidiaries) or items, the Administrative Agent and each shall either (i) notify the Company of the Revolving Credit need to correct, clarify or supplement any of the items provided pursuant to this Section 7.12 or (ii) deliver a notice in substantially the form of Exhibit K (an “Additional Borrower Acceptance”) to the Company and the Lenders (specifying that the Applicant Borrower has become a Borrower hereunder in accordance with the case terms of such Foreign Subsidiaries). If (1) the Joinder Agreement and, to the extent applicable, request that each relevant Lender provide the Administrative Agent and all Term A Lenders and Revolving Credit Lenders consent with the Applicable Lending Office for such Lender with respect to the addition of Borrowings by such Domestic Subsidiary as a Term A Borrower under the Term A Facility and a Revolving Credit Borrower under the Revolving Credit Facility and (2) additional Borrower. If the Administrative Agent and all Revolving Credit Lenders consent has requested the Company to correct, clarify, or supplement any of the addition documents or items as provided in clause (i) above, within 10 Business Days of such Foreign Subsidiary as a Revolving Credit Borrower under the Revolving Credit Facility, in each case, such Subsidiary shall be required to execute and deliver to the Administrative Agent a Borrower Joinder Agreement and shall take all action in connection therewith (a) if such Borrower is a Domestic Subsidiary, as would otherwise have been required to cause the Collateral and Guaranty Requirements and the requirements set forth in Section 6.11 to be satisfied as if such Subsidiary had been a Loan Party on the Restatement Date and (b) if such Borrower is a Foreign Subsidiary, as are deemed reasonably necessary receipt by the Administrative Agent to provide that the Obligations of any such additional Borrower berequested corrections, to the extent permitted by lawclarifications or supplements, guaranteed and secured on terms no less favorable than those contained in the Collateral and Guaranty Requirements and, in the case of each of clauses (a) and (b), shall deliver to the Administrative Agent such Organization Documents, resolutions, certificates, legal opinions, lien searches and other information (including information to allow the Administrative Agent and the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the Act) and documents as the Administrative Agent shall reasonably requesteither (A) notify the Company that such Applicant Borrower has not been approved to become a Borrower hereunder or (B) send an Additional Borrower Acceptance to the Company as provided in clause (i) above. Any Subsidiary that becomes Upon the acceptance of any Applicant Borrower Credit Agreement Affiliated Computer Services, Inc. as a party Borrower hereunder, such Borrower shall, subject to this Agreement pursuant to this Section 1.09 shall thereupon be deemed the terms and conditions set forth herein, become a Primary Revolving Borrower or a Multicurrency Revolving Borrower, as the case may be, for all purposes to be a Revolving Credit Borrower under the Revolving Credit Facility hereunder and/or a Term A Borrower under the Term A Facility hereunder, as applicable. Notwithstanding anything in Section 11.01(a) to the contrary, each Borrower Joinder Agreement may, without the consent of any other Lenders (but subject to the approval by the Lenders to the addition of such U.S. Borrower or the approval by the Revolving Credit Lenders to the addition of such Foreign Borrower), effect such amendments to this Agreement and the other Loan Documents (which may take the form of amendments and restatements) as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 1.09, including, in the case of the addition of a Foreign Borrower, amendments limiting the amount available to be borrowed by such Foreign Borrower and any other Foreign Borrower organized in the same jurisdiction (it being understood that entities formed under the laws of different states, provinces or other localities of the same country as that of a Borrower shall be considered to be of the same jurisdiction as such Foreign Subsidiary) to a specified U.S. Dollar Equivalent of any Alternative Currency, or to effect any other amendments that shall give effect to any conditions associated with the consent of the appropriate Lenders to the addition of such U.S. Borrower or Foreign Borrower. For the avoidance of doubt, Domestic Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers under both the Revolving Credit Facility and the Term A Facility, and Foreign Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers solely under the Revolving Credit FacilityAgreement.

Additional Borrowers. Holdings (a) The Borrower Agent may at any time, upon not less than 15 Business Days' notice from time the Borrower Agent to time request that the Lender (xor such shorter period as may be agreed by the Lender in its sole discretion), propose any entity as an additional borrower (an "Additional Borrower") one or more additional Domestic Subsidiaries be added as Borrowers under to borrow Loans hereunder by delivering to the Term A Facility Lender a Borrower Joinder duly executed by the applicable Borrower and the Revolving Credit Facility and/or Lender; provided, that the Lender shall have approved such Additional Borrower in its sole discretion (y) one such date of approval and inclusion as an Additional Borrower, the "Additional Borrower Effective Date"). The parties hereto acknowledge and agree that prior to any Additional Borrower becoming entitled to utilize the credit facilities provided for herein the Lender shall have received such amendments to any Loan Documents (as applicable), including, but not limited to, an executed Borrower Security Agreement Addendum, an executed Additional Account Control Agreement, supporting resolutions, incumbency certificates, appropriate perfection opinions in respect of any Borrower Security Agreement Addendum and Additional Account Control Agreement executed by an Additional Borrower and other documents or more additional Foreign Subsidiaries be added as Borrowers under the Revolving Credit Facilityinformation, in each caseform, which request content and scope satisfactory to the Lender in its sole discretion, as may be required by the Lender in its sole discretion, and Notes signed by such Additional Borrower to the extent the Lender so requires. If the Lender agrees that an Additional Borrower shall be subject entitled to borrow Loans hereunder, then promptly following receipt of all such requested resolutions, incumbency certificates, opinions of counsel and other documents or information, the Lender shall send a notice (an "Additional Borrower Notice") to the approval of Borrower Agent specifying the Administrative Agent effective date upon which the Applicant Borrower shall constitute a Additional Borrower for purposes hereof, whereupon the Lender agrees to permit such Additional Borrower to borrow Loans hereunder, on the terms and conditions set forth herein, and each of the Term A Lenders and Revolving Credit Lenders (in the case of parties agrees that such Domestic Subsidiaries) or the Administrative Agent and each of the Revolving Credit Lenders (in the case of such Foreign Subsidiaries). If (1) the Administrative Agent and all Term A Lenders and Revolving Credit Lenders consent to the addition of such Domestic Subsidiary as a Term A Additional Borrower under the Term A Facility and a Revolving Credit Borrower under the Revolving Credit Facility and (2) the Administrative Agent and all Revolving Credit Lenders consent to the addition of such Foreign Subsidiary as a Revolving Credit Borrower under the Revolving Credit Facility, in each case, such Subsidiary otherwise shall be required to execute and deliver to the Administrative Agent a Borrower Joinder Agreement and shall take all action in connection therewith (a) if such Borrower is a Domestic Subsidiary, as would otherwise have been required to cause the Collateral and Guaranty Requirements and the requirements set forth in Section 6.11 to be satisfied as if such Subsidiary had been a Loan Party on the Restatement Date and (b) if such Borrower is a Foreign Subsidiary, as are deemed reasonably necessary by the Administrative Agent to provide that the Obligations of such additional Borrower be, to the extent permitted by law, guaranteed and secured on terms no less favorable than those contained in the Collateral and Guaranty Requirements and, in the case of each of clauses (a) and (b), shall deliver to the Administrative Agent such Organization Documents, resolutions, certificates, legal opinions, lien searches and other information (including information to allow the Administrative Agent and the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the Act) and documents as the Administrative Agent shall reasonably request. Any Subsidiary that becomes a party to this Agreement pursuant to this Section 1.09 shall thereupon be deemed for all purposes to be a Revolving Credit Borrower under the Revolving Credit Facility hereunder and/or a Term A Borrower under the Term A Facility hereunder, as applicable. Notwithstanding anything in Section 11.01(a) to the contrary, each Borrower Joinder Agreement may, without the consent of any other Lenders (but subject to the approval by the Lenders to the addition of such U.S. Borrower or the approval by the Revolving Credit Lenders to the addition of such Foreign Borrower), effect such amendments to this Agreement and the other Loan Documents (which may take the form of amendments and restatements) as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 1.09, including, in the case of the addition of a Foreign Borrower, amendments limiting the amount available to be borrowed by such Foreign Borrower and any other Foreign Borrower organized in the same jurisdiction (it being understood that entities formed under the laws of different states, provinces or other localities of the same country as that of a Borrower shall be considered to be of the same jurisdiction as such Foreign Subsidiary) to a specified U.S. Dollar Equivalent of any Alternative Currency, or to effect any other amendments that shall give effect to any conditions associated with the consent of the appropriate Lenders to the addition of such U.S. Borrower or Foreign Borrower. For the avoidance of doubt, Domestic Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers under both the Revolving Credit Facility and the Term A Facility, and Foreign Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers solely under the Revolving Credit FacilityAgreement.

Additional Borrowers. Holdings Notwithstanding anything in Section 11.12 to the contrary, following the Closing Date, the Parent Borrower may from time to time request that (x) one or more additional Domestic of its Subsidiaries that is a wholly-owned Restricted Subsidiary be added as Borrowers under the Term A Facility and the Revolving Credit Facility and/or (y) one or more an additional Foreign Subsidiaries be added as Borrowers Borrower under the Revolving Credit Facility, in each case, which request shall be subject Facility by delivering to the approval of the Administrative Agent an Additional Borrower Agreement executed by such Subsidiary and each the Parent Borrower. Such Subsidiary shall for all purposes of this Agreement be a Borrower hereunder after the Term A latest of (i) five (5) Business Days (or such shorter period as the Administrative Agent shall agree) after delivery of such Additional Borrower Agreement, (ii) receipt by the Lenders and Revolving Credit Lenders (in the case Administrative Agent of such Domestic Subsidiaries) documentation and other information reasonably requested by the Lenders or the Administrative Agent and each for purposes of the Revolving Credit Lenders (in the case of such Foreign Subsidiaries). If (1) the Administrative Agent and complying with all Term A Lenders and Revolving Credit Lenders consent to the addition of such Domestic Subsidiary as a Term A Borrower under the Term A Facility and a Revolving Credit Borrower under the Revolving Credit Facility and (2) the Administrative Agent and all Revolving Credit Lenders consent to the addition of such Foreign Subsidiary as a Revolving Credit Borrower under the Revolving Credit Facility, in each case, such Subsidiary shall be required to execute and deliver to the Administrative Agent a Borrower Joinder Agreement and shall take all action in connection therewith (a) if such Borrower is a Domestic Subsidiary, as would otherwise have been required to cause the Collateral and Guaranty Requirements and the requirements set forth in Section 6.11 to be satisfied as if such Subsidiary had been a Loan Party on the Restatement Date and (b) if such Borrower is a Foreign Subsidiary, as are deemed reasonably necessary by the Administrative Agent to provide that the Obligations of such additional Borrower be, to the extent permitted by law, guaranteed and secured on terms no less favorable than those contained in the Collateral and Guaranty Requirements and, in the case of each of clauses (a) and (b), shall deliver to the Administrative Agent such Organization Documents, resolutions, certificates, legal opinions, lien searches and other information (including information to allow the Administrative Agent and the Lenders to comply with applicable “know your customer” or other similar checks under all applicable laws and anti-money laundering rules and regulations, including regulations without any written objection submitted by the Act) and documents as Lenders or the Administrative Agent shall reasonably request. Any Subsidiary that becomes within five (5) Business Days of the date of receipt of such documentation and other information, and (iii) if the applicable Additional Borrower is organized or incorporated in or under the laws of, or for applicable Tax purposes is resident of or treated as engaged in a party trade or business in, any jurisdiction other than a jurisdiction in or under the laws of which at least one of the then-existing Borrowers is organized or incorporated on the date such Additional Borrower Agreement is delivered to the Administrative Agent, an amendment of this Agreement pursuant to this Section 1.09 shall thereupon be deemed for all purposes to be a Revolving Credit Borrower under the Revolving Credit Facility hereunder and/or a Term A Borrower under the Term A Facility hereunder, as applicable. Notwithstanding anything in Section 11.01(a) to the contrary, each Borrower Joinder Agreement may(including, without limitation, Section 3.02, Section 3.02A and the consent definition of any other Lenders (but subject to the approval by the Lenders to the addition of such U.S. Borrower or the approval by the Revolving Credit Lenders to the addition of such Foreign Borrower), effect such amendments to this Agreement “Excluded Taxes”) and the other Loan Documents (to include such Subsidiary as an Additional Borrower hereunder, which may take the form of amendments and restatements) amendment must be as may be necessary or appropriate, in the opinion of mutually agreed by the Administrative Agent, to effect the provisions of this Section 1.09, including, in the case of the addition of a Foreign Parent Borrower, amendments limiting the amount available to be borrowed by such Foreign applicable Additional Borrower and each Lender (provided that no such amendment shall materially adversely affect the rights of any other Foreign Borrower organized in the same jurisdiction Lender that has not consented to such amendment); provided that (it being understood that entities formed under the laws of different states, provinces or other localities of the same country as that of a a) each Additional Borrower shall also be considered to a Guarantor and (b) neither the Administrative Agent nor any Lender shall be of the same jurisdiction as such Foreign Subsidiary) to a specified U.S. Dollar Equivalent of any Alternative Currency, or to effect any other amendments that shall give effect to any conditions associated with the consent of the appropriate Lenders to materially adversely affected by the addition of such U.S. Borrower or Foreign Additional Borrower. For Any obligations in respect of borrowings by any Borrower under this Agreement will constitute “Obligations” for all purposes of the avoidance Loan Documents. Promptly following receipt of doubt, Domestic Subsidiaries of Holdings that become Borrowers pursuant any Additional Borrower Agreement the Administrative Agent shall send a copy thereof to this Section 1.09 shall become Borrowers under both the Revolving Credit Facility and the Term A Facility, and Foreign Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers solely under the Revolving Credit Facilityeach Lender.

Additional Borrowers. Holdings (a) Notwithstanding anything in Section 11.12 to the contrary, following the Closing Date, the Parent Borrower may from time to time request that (x) one or more additional Domestic of its Subsidiaries that is a wholly-owned domestic Restricted Subsidiary be added as Borrowers under the Term A Facility and the Revolving Credit Facility and/or (y) one or more an additional Foreign Subsidiaries be added as Borrowers Borrower under the Revolving Credit Facility, in each case, which request shall be subject Facility by delivering to the approval of the Administrative Agent an Additional Borrower Agreement executed by such Subsidiary and each the Parent Borrower, which Additional Borrower Agreement may be accepted or rejected by the Required Lenders. Such Subsidiary shall for all purposes of this Agreement be a Borrower hereunder no earlier than the Term A latest of (i) five (5) Business Days (or such shorter period as the Administrative Agent may in its discretion agree) after delivery of such Additional Borrower Agreement and any other document required to be delivered pursuant to Section 4.03 and (ii) receipt by the Lenders and Revolving Credit Lenders (in the case Administrative Agent of such Domestic Subsidiaries) documentation and other information reasonably requested by the Lenders or the Administrative Agent and each for purposes of the Revolving Credit Lenders (in the case of such Foreign Subsidiaries). If (1) the Administrative Agent and complying with all Term A Lenders and Revolving Credit Lenders consent to the addition of such Domestic Subsidiary as a Term A Borrower under the Term A Facility and a Revolving Credit Borrower under the Revolving Credit Facility and (2) the Administrative Agent and all Revolving Credit Lenders consent to the addition of such Foreign Subsidiary as a Revolving Credit Borrower under the Revolving Credit Facility, in each case, such Subsidiary shall be required to execute and deliver to the Administrative Agent a Borrower Joinder Agreement and shall take all action in connection therewith (a) if such Borrower is a Domestic Subsidiary, as would otherwise have been required to cause the Collateral and Guaranty Requirements and the requirements set forth in Section 6.11 to be satisfied as if such Subsidiary had been a Loan Party on the Restatement Date and (b) if such Borrower is a Foreign Subsidiary, as are deemed reasonably necessary by the Administrative Agent to provide that the Obligations of such additional Borrower be, to the extent permitted by law, guaranteed and secured on terms no less favorable than those contained in the Collateral and Guaranty Requirements and, in the case of each of clauses (a) and (b), shall deliver to the Administrative Agent such Organization Documents, resolutions, certificates, legal opinions, lien searches and other information (including information to allow the Administrative Agent and the Lenders to comply with applicable “know your customer” or other similar checks under all applicable laws and anti-money laundering rules regulations provided that there has been no written objection submitted by the Lenders or the Administrative Agent within five (5) Business Days of the date of receipt of such documentation and regulations, including the Actother information; provided that (a) each Additional Borrower shall also be a Guarantor and documents as (b) the Administrative Agent shall reasonably request. Any Subsidiary have confirmed that becomes a party to this Agreement pursuant to this Section 1.09 neither it nor any Lender shall thereupon be deemed for all purposes to be a Revolving Credit Borrower under the Revolving Credit Facility hereunder and/or a Term A Borrower under the Term A Facility hereunder, as applicable. Notwithstanding anything in Section 11.01(a) to the contrary, each Borrower Joinder Agreement may, without the consent of any other Lenders (but subject to the approval materially adversely affected by the Lenders to the addition of such U.S. Additional Borrower. Any obligations in respect of borrowings by any Borrower or the approval by the Revolving Credit Lenders to the addition of such Foreign Borrower), effect such amendments to under this Agreement and the other Loan Documents (which may take the form of amendments and restatements) as may be necessary or appropriate, in the opinion will constitute “Obligations” for all purposes of the Administrative Agent, to effect the provisions of this Section 1.09, including, in the case of the addition of a Foreign Borrower, amendments limiting the amount available to be borrowed by such Foreign Borrower and any other Foreign Borrower organized in the same jurisdiction (it being understood that entities formed under the laws of different states, provinces or other localities of the same country as that of a Borrower shall be considered to be of the same jurisdiction as such Foreign Subsidiary) to a specified U.S. Dollar Equivalent Loan Documents. Promptly following receipt of any Alternative Currency, or Additional Borrower Agreement the Administrative Agent shall send a copy thereof to effect any other amendments that shall give effect to any conditions associated with the consent of the appropriate Lenders to the addition of such U.S. Borrower or Foreign Borrower. For the avoidance of doubt, Domestic Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers under both the Revolving Credit Facility and the Term A Facility, and Foreign Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers solely under the Revolving Credit Facilityeach Lender.

Additional Borrowers. Holdings The Administrative Borrower may at any time, upon not less than ten (10) Business Days’ notice from time to time request that (x) one or more additional Domestic Subsidiaries be added as Borrowers under the Term A Facility and the Revolving Credit Facility and/or (y) one or more additional Foreign Subsidiaries be added as Borrowers under the Revolving Credit Facility, in each case, which request shall be subject Administrative Borrower to the approval Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion), request to designate any Wholly-Owned Domestic Restricted Subsidiary of the Administrative Agent and each of the Term A Lenders and Revolving Credit Lenders (in the case of such Domestic Subsidiaries) or Borrower as an Additional Borrower hereunder by delivering to the Administrative Agent and (which shall promptly deliver copies thereof to each of the Revolving Credit Lenders (in the case Lender) a duly executed written notice of such Foreign Subsidiaries)request. If The parties hereto acknowledge and agree that prior to any such proposed Additional Borrower becoming an Additional Borrower hereunder (1i) the Administrative Agent shall have consented (such consent not to be unreasonably withheld or delayed) to such proposed Additional Borrower becoming an Additional Borrower hereunder, (ii) the Administrative Agent and all Term A such Lenders shall have received customary supporting resolutions, incumbency certificates and Revolving Credit Lenders consent opinions of counsel, and promissory notes signed by such proposed Additional Borrower to the addition of such Domestic Subsidiary as a Term A Borrower under the Term A Facility and a Revolving Credit Borrower under the Revolving Credit Facility extent any Lender so requires, and (2iii) upon the reasonable request of the Administrative Agent and all Revolving Credit Lenders consent to the addition of such Foreign Subsidiary as a Revolving Credit Borrower under the Revolving Credit Facility, in each caseor any Lender, such Subsidiary proposed Additional Borrower shall be required to execute and deliver have provided to the Administrative Agent a Borrower Joinder Agreement and shall take all action in connection therewith (a) if or such Borrower is a Domestic SubsidiaryLender, as would otherwise have been required to cause the Collateral case may be, and Guaranty Requirements and the requirements set forth in Section 6.11 to be satisfied as if such Subsidiary had been a Loan Party on the Restatement Date and (b) if such Borrower is a Foreign Subsidiary, as are deemed reasonably necessary by the Administrative Agent to provide that or such Lender, as the Obligations of such additional Borrower case may be, to shall be reasonably satisfied with, the extent permitted by law, guaranteed and secured on terms no less favorable than those contained in the Collateral and Guaranty Requirements and, in the case of each of clauses (a) and (b), shall deliver to the Administrative Agent such Organization Documents, resolutions, certificates, legal opinions, lien searches documentation and other information (including information to allow the Administrative Agent and the Lenders to comply so requested in connection with applicable “know your customer” and anti-money money-laundering rules and regulations, including including, without limitation, the PATRIOT Act) , and documents any such proposed Additional Borrower that qualifies as a “legal entity ​ ​ customer” under the Beneficial Ownership Regulation shall have delivered, to the Administrative Agent and each Lender that so requests, a Beneficial Ownership Certification in relation to such proposed Additional Borrower (the requirements in clauses (i), (ii) and (iii) hereof, the “Additional Borrower Requirements”). If the Additional Borrower Requirements are met, the Additional Borrower shall reasonably requestconstitute an Additional Borrower hereunder, whereupon each of the Lenders agrees to permit such Additional Borrower to receive Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Additional Borrower otherwise shall be a Borrower for all purposes of this Agreement. Any Subsidiary It is understood and agreed that becomes a party to this Agreement any Accounts of an Additional Borrower hereafter added as an Additional Borrower by the Administrative Borrower pursuant to this Section 1.09 2.15 shall thereupon be deemed for all purposes to be not constitute an Eligible Account until the completion of a Revolving Credit Borrower under the Revolving Credit Facility hereunder and/or a Term A Borrower under the Term A Facility hereunder, as applicable. Notwithstanding anything in Section 11.01(a) to the contrary, each Borrower Joinder Agreement may, without the consent of any other Lenders (but subject to the approval by the Lenders to the addition customary field examination and confirmation of such U.S. Borrower or the approval by the Revolving Credit Lenders to the addition of such Foreign Borrower), effect such amendments to this Agreement and the other Loan Documents (which may take the form of amendments and restatements) as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 1.09, including, in the case of the addition of a Foreign Borrower, amendments limiting the amount available to be borrowed by such Foreign Borrower and any other Foreign Borrower organized in the same jurisdiction (it being understood that entities formed under the laws of different states, provinces or other localities of the same country as that of a Borrower shall be considered to be of the same jurisdiction as such Foreign Subsidiary) to a specified U.S. Dollar Equivalent of any Alternative Currency, or to effect any other amendments that shall give effect to any conditions associated with the consent of the appropriate Lenders to the addition of such U.S. Borrower or Foreign Borrower. For the avoidance of doubt, Domestic Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers under both the Revolving Credit Facility and the Term A Facility, and Foreign Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers solely under the Revolving Credit FacilityAccounts.

Additional Borrowers. Holdings (a) The Lead Borrower may at any time, upon not less than 15 Business Days’ notice from time to time request that (x) one or more additional Domestic Subsidiaries be added as Borrowers under the Term A Facility and the Revolving Credit Facility and/or (y) one or more additional Foreign Subsidiaries be added as Borrowers under the Revolving Credit Facility, in each case, which request shall be subject to the approval of the Administrative Agent and each of the Term A Lenders and Revolving Credit Lenders (in the case of such Domestic Subsidiaries) or the Administrative Agent and each of the Revolving Credit Lenders (in the case of such Foreign Subsidiaries). If (1) the Administrative Agent and all Term A Lenders and Revolving Credit Lenders consent to the addition of such Domestic Subsidiary as a Term A Lead Borrower under the Term A Facility and a Revolving Credit Borrower under the Revolving Credit Facility and (2) the Administrative Agent and all Revolving Credit Lenders consent to the addition of such Foreign Subsidiary as a Revolving Credit Borrower under the Revolving Credit Facility, in each case, such Subsidiary shall be required to execute and deliver to the Administrative Agent a Borrower Joinder Agreement and shall take all action in connection therewith (a) if or such Borrower is a Domestic Subsidiary, shorter period as would otherwise have been required to cause the Collateral and Guaranty Requirements and the requirements set forth in Section 6.11 to may be satisfied as if such Subsidiary had been a Loan Party on the Restatement Date and (b) if such Borrower is a Foreign Subsidiary, as are deemed reasonably necessary agreed by the Administrative Agent to provide that the Obligations of such additional Borrower be, to the extent permitted by law, guaranteed and secured on terms no less favorable than those contained in the Collateral and Guaranty Requirements and, in the case of each of clauses (a) and (bits sole discretion), shall deliver designate any Material Subsidiary that is a Domestic Subsidiary of the Lead Borrower (an “Applicant Borrower”) as a Borrower to receive Loans (other than AJTL Loans) hereunder by delivering to the Administrative Agent such Organization Documents, resolutions, certificates, legal opinions, lien searches (which shall promptly deliver counterparts thereof to each Lender) a duly executed Borrower Request and other information (including information Assumption Agreement. The parties hereto acknowledge and agree that prior to allow any Applicant Borrower becoming entitled to utilize the credit facilities provided for herein the Administrative Agent and the Lenders shall have received such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form and substance reasonably satisfactory to comply the Administrative Agent, as may be required by the Administrative Agent in its reasonable discretion, and Notes signed by such new Borrowers to the extent any Lenders so require and the Applicant Borrower shall have complied with applicable “know your customer” the terms and anti-money laundering rules conditions of Sections 6.11 and regulations6.13 as if such Applicant Borrower were a Restricted Subsidiary referenced therein. If the Administrative Agent agrees that an Applicant Borrower shall be entitled to receive such Loans hereunder, including the Act) then promptly following receipt of all such requested resolutions, incumbency certificates, opinions of counsel and other documents as or information, the Administrative Agent shall reasonably request. Any Subsidiary send Borrower Notice to the Lead Borrower and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Borrower for purposes hereof, whereupon each of the Lenders agrees to permit such Borrower to receive such Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that becomes such Borrower otherwise shall be a party to this Agreement pursuant to this Section 1.09 shall thereupon be deemed Borrower for all purposes to be a Revolving Credit Borrower under the Revolving Credit Facility hereunder and/or a Term A Borrower under the Term A Facility hereunder, as applicable. Notwithstanding anything in Section 11.01(a) to the contrary, each Borrower Joinder Agreement may, without the consent of any other Lenders (but subject to the approval by the Lenders to the addition of such U.S. Borrower or the approval by the Revolving Credit Lenders to the addition of such Foreign Borrower), effect such amendments to this Agreement and the other Loan Documents (which may take the form of amendments and restatements) as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 1.09, including, in the case of the addition of a Foreign Borrower, amendments limiting the amount available to be borrowed by such Foreign Borrower and any other Foreign Borrower organized in the same jurisdiction (it being understood that entities formed under the laws of different states, provinces or other localities of the same country as that of a Borrower shall be considered to be of the same jurisdiction as such Foreign Subsidiary) to a specified U.S. Dollar Equivalent of any Alternative Currency, or to effect any other amendments that shall give effect to any conditions associated with the consent of the appropriate Lenders to the addition of such U.S. Borrower or Foreign Borrower. For the avoidance of doubt, Domestic Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers under both the Revolving Credit Facility and the Term A Facility, and Foreign Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers solely under the Revolving Credit FacilityAgreement.

Additional Borrowers. Holdings On or after the Initial Funding Date, the Parent may from time to time request that (x) one or more additional Domestic Subsidiaries be added as Borrowers under the Term A Facility and the Revolving Credit Facility and/or (y) one or more additional Foreign Subsidiaries be added as Borrowers under the Revolving Credit Facility, in each case, which request shall be subject to the approval designate any Subsidiary of the Administrative Agent and each Parent (of which the Parent owns or Controls shares representing at least 80% of the Term A Lenders ordinary voting power of the issued and Revolving Credit Lenders (in the case outstanding Capital Stock of such Domestic SubsidiariesSubsidiary) or the Administrative Agent and each of the Revolving Credit Lenders (in the case of such Foreign Subsidiaries). If (1) the Administrative Agent and all Term A Lenders and Revolving Credit Lenders consent to the addition of such Domestic Subsidiary as a Term A an Additional Borrower under the Term A Facility and a Revolving Credit Borrower under the Revolving Credit Facility and (2) the Administrative Agent and all Revolving Credit Lenders consent to the addition of such Foreign Subsidiary as a Revolving Credit Borrower under the Revolving Credit Facility, in each case, such Subsidiary shall be required to execute and deliver by delivery to the Administrative Agent a of an Additional Borrower Joinder Agreement and shall take all action in connection therewith (a) if executed by such Borrower is a Domestic Subsidiary, as would otherwise have been required to cause the Collateral and Guaranty Requirements Subsidiary and the requirements set forth in Section 6.11 to be satisfied as if Parent, and upon such delivery such Subsidiary had been a Loan Party on the Restatement Date shall for all purposes of this Agreement be an Additional Borrower and (b) if such Borrower is a Foreign Subsidiary, as are deemed reasonably necessary by the Administrative Agent to provide that the Obligations of such additional Borrower be, to the extent permitted by law, guaranteed and secured on terms no less favorable than those contained in the Collateral and Guaranty Requirements and, in the case of each of clauses (a) and (b), shall deliver to the Administrative Agent such Organization Documents, resolutions, certificates, legal opinions, lien searches and other information (including information to allow the Administrative Agent and the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the Act) and documents as the Administrative Agent shall reasonably request. Any Subsidiary that becomes a party to this Agreement pursuant until the Parent shall have executed and delivered to the Administrative Agent an Additional Borrower Termination with respect to such Subsidiary, whereupon such Subsidiary shall cease to be an Additional Borrower and a party to this Section 1.09 shall thereupon be deemed for all purposes to be a Revolving Credit Borrower under the Revolving Credit Facility hereunder and/or a Term A Borrower under the Term A Facility hereunder, as applicableAgreement. Notwithstanding anything the preceding sentence, no Additional Borrower Termination will become effective as to any Additional Borrower at a time when any principal of or interest on any Loan to such Additional Borrower shall be outstanding hereunder; provided that such Additional Borrower Termination shall be effective to terminate such Additional Borrower's right to make further Borrowings under this Agreement. As soon as practicable upon receipt of an Additional Borrower Agreement, the Administrative Agent shall send a copy thereof to each Lender. Each Additional Borrower hereby irrevocably appoints the Parent as its agent for service of process in Section 11.01(a) to respect of this Agreement and any Additional Borrower Agreement; provided that such appointment will not affect the contrary, each Borrower Joinder Agreement may, without the consent right of any other Lenders (but subject to the approval by the Lenders to the addition of such U.S. Borrower or the approval by the Revolving Credit Lenders to the addition of such Foreign Borrower), effect such amendments party to this Agreement and the other Loan Documents (which may take the form of amendments and restatements) as may be necessary or appropriate, to serve process on any Additional Borrower in the opinion of the Administrative Agent, to effect the provisions of this Section 1.09, including, in the case of the addition of a Foreign Borrower, amendments limiting the amount available to be borrowed by such Foreign Borrower and any other Foreign Borrower organized in the same jurisdiction (it being understood that entities formed under the laws of different states, provinces or other localities of the same country as that of a Borrower shall be considered to be of the same jurisdiction as such Foreign Subsidiary) to a specified U.S. Dollar Equivalent of any Alternative Currency, or to effect any other amendments that shall give effect to any conditions associated with the consent of the appropriate Lenders to the addition of such U.S. Borrower or Foreign Borrower. For the avoidance of doubt, Domestic Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers under both the Revolving Credit Facility and the Term A Facility, and Foreign Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers solely under the Revolving Credit Facilitymanner permitted by law.

Additional Borrowers. Holdings Nielsen may from at any time to time request that (x) one or more additional Domestic Subsidiaries be added as Borrowers after the Closing Date designate any Subsidiary of the Company organized under the Term A Facility and laws of Canada, Ireland, Luxembourg, Switzerland, the Revolving Credit Facility and/or (y) one or more additional Foreign Subsidiaries be added as Borrowers under the Revolving Credit Facility, in each case, which request shall be subject to the approval of the Administrative Agent and each of the Term A Lenders and Revolving Credit Lenders (in the case of such Domestic Subsidiaries) Netherlands or the Administrative Agent and United Kingdom (each of the Revolving Credit Lenders (in the case of such Foreign Subsidiaries). If (1Subsidiary, a “Supplemental Subsidiary Borrower”) the Administrative Agent and all Term A Lenders and Revolving Credit Lenders consent to the addition of such Domestic Subsidiary as a Term A Borrower under the any Incremental Term A Loans, Extended Term Loans or Replacement Term Loan Facility and a Revolving Credit Borrower under the Revolving Credit Facility and (2) the Administrative Agent and all Revolving Credit Lenders consent to the addition of such Foreign Subsidiary as a Revolving Credit Borrower under the Revolving Credit Facility, in each case, such Subsidiary shall be required to execute and deliver to the Administrative Agent a Borrower Joinder Agreement and shall take all action in connection therewith (a) if such Borrower is a Domestic Subsidiary, as would otherwise have been required to cause the Collateral and Guaranty Requirements and the requirements set forth in Section 6.11 to be satisfied as if such Subsidiary had been a Loan Party on the Restatement Date and (b) if such Borrower is a Foreign Subsidiary, as are deemed reasonably necessary by the Administrative Agent to provide that the Obligations of such additional Borrower be, to the extent permitted by law, guaranteed and secured on terms no less favorable than those contained in the Collateral and Guaranty Requirements and, in the case event the currency of each the jurisdiction of clauses organization of such Supplemental Subsidiary Borrower is not Euro, may cause such Supplemental Subsidiary Borrower to borrow in the currency of its jurisdiction of organization in addition to any available currencies provided herein at such time; provided that (a) and (b), shall deliver to the Administrative Agent such Organization Documents, resolutions, certificates, legal opinions, lien searches and other information (including information to allow the Administrative Agent and the Lenders to comply with making the applicable “know your customer” loans and anti-money laundering rules and regulations, including the Act) and documents as the Administrative Agent shall reasonably request. Any Subsidiary that becomes a party to this Agreement pursuant to this Section 1.09 shall thereupon be deemed for all purposes to be a Revolving Credit Borrower under the Revolving Credit Facility hereunder and/or a Term A Borrower under the Term A Facility hereunder, as applicable. Notwithstanding anything in Section 11.01(a) other extensions of credit have consented to the contrary, each designation of such Supplemental Subsidiary Borrower Joinder Agreement may, without as a Borrower hereunder with respect to such loans and other extensions of credit (it being understood that the consent of any other Lenders or the Required Lenders shall not be required) and (b) Nielsen shall have delivered to each Lender which requests the same information with respect to such Supplemental Subsidiary Borrower in accordance with Section 10.20. Upon the receipt by the Administrative Agent of a Borrowing Subsidiary Agreement substantially in the form of Exhibit 11.14A executed by the applicable Supplemental Subsidiary Borrower and a security agreement pledging the Equity Interests of such Supplemental Subsidiary Borrower under applicable Law from the owner of such Equity Interests and security agreements executed by such Supplemental Subsidiary Borrower pledging those assets of such Supplemental Subsidiary Borrower which are customarily pledged in connection with similar loans or extensions of credit under applicable Law in the jurisdiction in which such Supplemental Subsidiary Borrower is organized (but in all cases subject to the approval by limitations and exclusions set forth in Section 6.11, which shall apply to any such pledge), such Supplemental Subsidiary Borrower shall be a Borrower and a party to this Agreement. It is understood and agreed that a pledge in respect of assets of, or Equity Interests in, a Supplemental Subsidiary Borrower organized in a jurisdiction other than the Lenders United States or any state thereof may consist of substantially less collateral than would otherwise be subject to a customary lien in respect of all assets of an entity organized under the laws of the United States or any state thereof. A Supplemental Subsidiary Borrower shall cease to be a Borrower hereunder at such time as no Loans, fees or any other amounts due in connection therewith pursuant to the addition of terms hereof shall be outstanding by such U.S. Supplemental Subsidiary Borrower or the approval by the Revolving Credit Lenders and such Supplemental Subsidiary Borrower and Nielsen shall have executed and delivered to the addition Administrative Agent a Borrowing Subsidiary Termination substantially in the form of such Foreign Borrower)Exhibit 11.14B. Without the consent of any other Agents or Lenders, the Administrative Agent and Nielsen may effect such amendments to this Agreement and the other Loan Documents (which may take the form of amendments and restatements) as may be necessary or appropriate, in the reasonable opinion of the Administrative AgentAgent and Nielsen, to effect the provisions of this Section 1.0911.14, including, in the case of the addition of a Foreign Borrower, amendments limiting the amount available including to be borrowed by such Foreign Borrower add provisions regarding interest rate terms and any other Foreign Borrower organized in the same jurisdiction (it being understood that entities formed under the laws of different states, provinces or other localities of the same country as that of a definitions. Any Supplemental Subsidiary Borrower shall be considered a Guarantor with respect to be of the same jurisdiction as such Foreign Subsidiary) to Loans for which it is not a specified U.S. Dollar Equivalent of any Alternative Currency, or to effect any other amendments that shall give effect to any conditions associated with the consent of the appropriate Lenders to the addition of such U.S. Borrower or Foreign Borrower. For the avoidance of doubt, Domestic Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers under both the Revolving Credit Facility and the Term A Facility, and Foreign Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers solely under the Revolving Credit Facility.

Additional Borrowers. Holdings Notwithstanding anything in Section 11.07 to the contrary, following the Effective Date, the Administrative Borrower may from time to time request that (x) one or more additional wholly-owned Domestic Subsidiaries of the Company (other than AHS East Texas or and Subsidiary of AHS East Texas) that (ii) owns assets that are or that it desires to be included in the Legacy Borrowing Base be added as Borrowers an additional Legacy Borrower under the Term A Legacy Credit Facility by delivering to the Administrative Agent an Additional Legacy Borrower Agreement executed by such Subsidiary and the Revolving Credit Facility and/or Administrative Borrower and (y) one or more additional Foreign Wholly-Owned Domestic Subsidiaries of AHS East Texas that owns assets that are or that it desires to be included in the ETMC Borrowing Base be added as Borrowers an Additional ETMC Borrower under the Revolving ETMC Credit Facility, in each case, which request shall be subject Facility by delivering to the approval Administrative Agent an Additional ETMC Borrower Agreement executed by such Xxxxxxxxxx and the Administrative Borrower. The assets of such Subsidiary that shall become an Additional Legacy Borrower or an Additional ETMC Borrower shall not be included in the Legacy Borrowing Base or ETMC Borrowing Base, as applicable, until the Administrative Agent and each of the Term A Lenders Collateral Agent shall have received and Revolving Credit Lenders (in the case of be reasonably satisfied with a Field Exam on such Domestic Subsidiaries) or the Administrative Agent and each of the Revolving Credit Lenders (in the case of such Foreign Subsidiaries). If (1) the Administrative Agent and all Term A Lenders and Revolving Credit Lenders consent assets from an examiner reasonably acceptable to the addition of such Domestic Subsidiary as a Term A Borrower under the Term A Facility and a Revolving Credit Borrower under the Revolving Credit Facility and (2) the Administrative Agent and all Revolving Credit Lenders consent to the addition of such Foreign Subsidiary as a Revolving Credit Borrower under the Revolving Credit Facility, in each case, such Subsidiary shall be required to execute and deliver to the Administrative Agent a Borrower Joinder Agreement and shall take all action in connection therewith (a) if such Borrower is a Domestic Subsidiary, as would otherwise have been required to cause the Collateral and Guaranty Requirements and the requirements set forth in Section 6.11 to be satisfied as if such Subsidiary had been a Loan Party on the Restatement Date and (b) if such Borrower is a Foreign Subsidiary, as are deemed reasonably necessary by the Administrative Agent to provide that the Obligations of such additional Borrower be, to the extent permitted by law, guaranteed and secured on terms no less favorable than those contained in the Collateral and Guaranty Requirements and, in the case of each of clauses (a) and (b), shall deliver to the Administrative Agent such Organization Documents, resolutions, certificates, legal opinions, lien searches and other information (including information to allow the Administrative Agent and the Collateral Agent. Such Subsidiary shall for all purposes of this Agreement be a Legacy Borrower or an ETMC Borrower hereunder after the latest of (i) five (5) Business Days (or such shorter period as the Administrative Agent shall agree) after delivery of such applicable Additional Borrower Agreement and (ii) receipt by the Lenders to comply under the applicable Revolving Credit Facility and the Administrative Agent of such documentation and other information reasonably requested by the Lenders under the applicable Revolving Credit Facility or the Administrative Agent for purposes of complying with applicable all necessary “know your customer” or other similar checks under all applicable laws and anti-money laundering rules regulations (including, without limitation, a Beneficial Ownership Certification with respect to such Additional Borrower if requested by any Lender) without any written objection submitted by the Lenders under the applicable Revolving Credit Facility or the Administrative Agent within ten (10) days of the date of receipt of such documentation and regulationsother information; provided that (a) each Additional Legacy Borrower and Additional ETMC Borrower shall also be a Guarantor and (b) neither the Administrative Agent, including the Act) and documents Collateral Agent nor any Lender under the applicable Revolving Credit Facility shall be materially adversely affected by the addition of such Additional Legacy Borrower or Additional ETMC Borrower, as applicable. Any obligations in respect of Borrowings by any Borrower under this Agreement will constitute “Obligations” for all purposes of the Loan Documents. Promptly following receipt of any Additional Borrower Agreement, the Administrative Agent shall reasonably request. Any Subsidiary that becomes send a party copy thereof to this Agreement pursuant to this Section 1.09 shall thereupon be deemed for all purposes to be a Revolving Credit Borrower each Lender under the Revolving Credit Facility hereunder and/or a Term A Borrower under the Term A Facility hereunder, as applicable. Notwithstanding anything in Section 11.01(a) to the contrary, each Borrower Joinder Agreement may, without the consent of any other Lenders (but subject to the approval by the Lenders to the addition of such U.S. Borrower or the approval by the Revolving Credit Lenders to the addition of such Foreign Borrower), effect such amendments to this Agreement and the other Loan Documents (which may take the form of amendments and restatements) as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 1.09, including, in the case of the addition of a Foreign Borrower, amendments limiting the amount available to be borrowed by such Foreign Borrower and any other Foreign Borrower organized in the same jurisdiction (it being understood that entities formed under the laws of different states, provinces or other localities of the same country as that of a Borrower shall be considered to be of the same jurisdiction as such Foreign Subsidiary) to a specified U.S. Dollar Equivalent of any Alternative Currency, or to effect any other amendments that shall give effect to any conditions associated with the consent of the appropriate Lenders to the addition of such U.S. Borrower or Foreign Borrower. For the avoidance of doubt, Domestic Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers under both the Revolving Credit Facility and the Term A Facility, and Foreign Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers solely under the applicable Revolving Credit Facility.

Additional Borrowers. Holdings may from time From and after the date of the first Advance of the Term Loan Credit Facilities, the Cdn Borrower may, upon giving not less than 15 days prior written notice to time request that the Administrative Agent, designate (xi) one or more additional Domestic of its Cdn Restricted Subsidiaries be added as Borrowers an Additional Cdn Borrower under the Term A Facility and the Cdn Revolving Credit Facility and/or Facility, or (yii) one or more additional Foreign of its US Restricted Subsidiaries be added as Borrowers an Additional US Borrower under the US Revolving Credit Facility, or (iii) one or more of its Foreign Restricted Subsidiaries as an Additional Foreign Borrower under the Cdn Revolving Facility or the US Revolving Facility, in each casecase by delivering to the Administrative Agent an Additional Borrower Accession Agreement executed by such Additional Cdn Borrower, Additional US Borrower or Additional Foreign Borrower, as the case may be, the Restricted CREDIT AGREEMENT – PAGE 16 Credit Parties and the Administrative Agent, together with an opinion of the Restricted Credit Parties’ Counsel in form and substance satisfactory to the Administrative Agent, and such other certificates, agreements, instruments and other documents as the Administrative Agent may reasonably request. Upon such delivery and subject to this Section 2.16, such Additional Cdn Borrower, Additional US Borrower or Additional Foreign Borrower, as the case may be, shall for all purposes of this Agreement be a Borrower hereunder and a party to this Agreement. In addition to the foregoing, the Cdn Borrower shall obtain the prior written consent of the Majority Lenders with respect to any Foreign Restricted Subsidiary it intends to designate as an Additional Foreign Borrower hereunder pursuant to the terms of this Section 2.16, which request consent shall not be unreasonably withheld but shall be subject to the approval satisfaction of all relevant “know your client checks” as set out in Section 22.19 and to the negotiation and conclusion between the Cdn Borrower and the Administrative Agent, acting on the instructions of the Majority Lenders, of terms and conditions to be applicable to such Foreign Restricted Subsidiary in respect of its inclusion as a Borrower hereunder and its rights and obligations under the Operative Documents. The Administrative Agent and each shall promptly send a copy of the Term A Lenders and Revolving Credit Lenders (in written notice from the case of such Domestic Subsidiaries) or the Administrative Agent and each of the Revolving Credit Lenders (in the case of such Foreign Subsidiaries). If (1) the Administrative Agent and all Term A Lenders and Revolving Credit Lenders consent to the addition of such Domestic Subsidiary as a Term A Cdn Borrower contemplated under the Term A Facility and a Revolving Credit first paragraph of Section 2.16 in respect of an Additional Foreign Borrower under the Revolving Credit Facility and (2) the Administrative Agent and all Revolving Credit Lenders consent to the addition of such Foreign Subsidiary as a Revolving Credit Borrower under the Revolving Credit Facility, in each case, such Subsidiary shall be required to execute and deliver to the Administrative Agent a Borrower Joinder Agreement and shall take all action in connection therewith (a) if such Borrower is a Domestic Subsidiary, as would otherwise have been required to cause the Collateral and Guaranty Requirements and the requirements set forth in Section 6.11 to be satisfied as if such Subsidiary had been a Loan Party on the Restatement Date and (b) if such Borrower is a Foreign Subsidiary, as are deemed reasonably necessary by the Administrative Agent to provide that the Obligations of such additional Borrower berelevant Lender. Each Lender may, to the extent permitted by law, guaranteed and secured on terms no less favorable than those contained in that the Collateral and Guaranty Requirements and, in the case of each of clauses (a) and (b), shall deliver to the Administrative Agent such Organization Documents, resolutions, certificates, legal opinions, lien searches and other information (including information to allow the Administrative Agent and the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the Act) and documents as the Administrative Agent shall reasonably request. Any Subsidiary that becomes a party to this Agreement pursuant to this Section 1.09 shall thereupon be deemed for all purposes to be a Revolving Credit Borrower under the Revolving Credit Facility hereunder and/or a Term A Borrower under the Term A Facility hereunder, as applicable. Notwithstanding anything in Section 11.01(a) to the contrary, each Borrower Joinder Agreement may, without the consent of any other Lenders (but subject to the approval by the Lenders to the addition of such U.S. Borrower or the approval by the Revolving Credit Lenders to the addition funding of such Foreign Borrower), effect Additional Borrower by such amendments Lender would be prohibited under Applicable Law or contravene applicable Lender policy and by notice to this Agreement and the other Loan Documents (which may take the form of amendments and restatements) as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 1.09, including, in the case of the addition of a Foreign Borrower, amendments limiting the amount available refuse to be borrowed by such a Lender to an Additional Foreign Borrower and any other Foreign Borrower organized in the same jurisdiction within three (it being understood that entities formed under the laws of different states, provinces or other localities of the same country as that of a Borrower shall be considered to be of the same jurisdiction as such Foreign Subsidiary3) to a specified U.S. Dollar Equivalent of any Alternative Currency, or to effect any other amendments that shall give effect to any conditions associated with the consent of the appropriate Lenders to the addition Business Days from receipt of such U.S. Borrower or Foreign Borrower. For notice from the avoidance of doubt, Domestic Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers under both the Revolving Credit Facility and the Term A Facility, and Foreign Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers solely under the Revolving Credit FacilityAdministrative Agent.

Additional Borrowers. Holdings Terex may from time to time request designate any of its wholly owned Subsidiaries that is a Restricted Subsidiary as a Borrower under any Class of Revolving Credit Commitments; provided that (xi) one or more additional Domestic Subsidiaries be added as Borrowers under Terex shall provide the Term A Facility Administrative Agent and the Revolving Credit Facility and/or Lenders of the applicable Class at least five Business Days' notice of the designation of a new Subsidiary Borrower, (yii) one the Administrative Agent shall be reasonably satisfied that the applicable Lenders may make loans and other extensions of credit to such person in the applicable currency or more additional Foreign Subsidiaries be added currencies in such person's jurisdiction in compliance with applicable laws and regulations and without being subject to any unreimbursed or unindemnified Tax or other expense, (iii) any designation as Borrowers under a Borrower, (A) of a Subsidiary which is not a Domestic Subsidiary or (B) of a Subsidiary which is not organized in the Revolving Credit Facilitysame jurisdiction as an existing Borrower, in each case, which request shall be subject to the approval prior written consent of the Administrative Agent and each of the Term A Lenders and Multicurrency Revolving Credit Lenders Lender (in the case of such Domestic Subsidiaries) or the Administrative Agent and each of the Revolving Credit Lenders (in the case of such Foreign Subsidiaries). If (1) the Administrative Agent and all Term A Lenders and Revolving Credit Lenders consent to the addition of such Domestic Subsidiary as a Term A Borrower under the Term A Facility and a Revolving Credit Borrower under the Revolving Credit Facility and (2) the Administrative Agent and all Revolving Credit Lenders consent to the addition of such Foreign Subsidiary as a Revolving Credit Borrower under the Revolving Credit Facility, in each case, such Subsidiary shall be required to execute and deliver to the Administrative Agent a Borrower Joinder Agreement and shall take all action in connection therewith (a) if such Borrower is a Domestic Subsidiary, as would otherwise have been required to cause the Collateral and Guaranty Requirements and the requirements set forth in Section 6.11 not to be satisfied as if such Subsidiary had been a Loan Party on the Restatement Date and (b) if such Borrower is a Foreign Subsidiary, as are deemed reasonably necessary by the Administrative Agent to provide that the Obligations of such additional Borrower be, to the extent permitted by law, guaranteed and secured on terms no less favorable than those contained in the Collateral and Guaranty Requirements and, in the case of each of clauses (aunreasonably withheld or delayed) and (b), iv) Terex and such Restricted Subsidiary shall deliver have delivered to the Administrative Agent such Organization Documents, resolutions, certificates, legal opinions, lien searches and other information corporate documentation (including information to allow the Administrative Agent and the Lenders to comply with all applicable “know your customer” documentation), charter documents, by-laws, resolutions and anti-money laundering rules legal opinions (in each case, consistent with those provided or required to be provided by Terex under Sections 4.01 and regulations4.02 on the Restatement Closing Date and the Funding Date, including respectively, modified as appropriate for the Actjurisdiction in question or otherwise as may be agreed to by the Administrative Agent. For purposes of clause (i) of the preceding sentence, absent a Change in Law affecting any such Subsidiary, the “Subsidiary Borrowers” under, and documents as defined in, the Existing Credit Agreement as of the Effective Date shall be deemed to be acceptable as borrowers hereunder with respect to any similar facilities hereunder. Upon the receipt by the Administrative Agent of a Borrowing Subsidiary Agreement executed by such a wholly owned Subsidiary and Terex, and the documentation referred to in the preceding sentence, such wholly owned Subsidiary shall reasonably request. Any be a Subsidiary that becomes Borrower and a party to this Agreement pursuant to this Section 1.09 Agreement. A Subsidiary shall thereupon be deemed for all purposes cease to be a Revolving Subsidiary Borrower hereunder at such time as no Loans, Fees or any other amounts due in connection therewith pursuant to the terms hereof shall be outstanding by such Subsidiary, no Letters of Credit Borrower under issued for the Revolving Credit Facility hereunder and/or account of such Subsidiary shall be outstanding and such Subsidiary and Terex shall have executed and delivered to the Administrative Agent a Term A Borrower under the Term A Facility hereunderBorrowing Subsidiary Termination; provided that, as applicable. Notwithstanding notwithstanding anything in Section 11.01(a) herein to the contrary, each Borrower Joinder Agreement may, without the consent of any other Lenders (but subject to the approval by the Lenders to the addition of such U.S. Borrower or the approval by the Revolving Credit Lenders to the addition of such Foreign Borrower), effect such amendments to this Agreement and the other Loan Documents (which may take the form of amendments and restatements) as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 1.09, including, in the case of the addition of a Foreign Borrower, amendments limiting the amount available no Subsidiary shall cease to be borrowed by such Foreign a Subsidiary Borrower and any other Foreign Borrower organized in the same jurisdiction (solely because it being understood that entities formed under the laws of different states, provinces or other localities of the same country as that of no longer is a Borrower shall be considered to be of the same jurisdiction as such Foreign wholly owned Subsidiary) to a specified U.S. Dollar Equivalent of any Alternative Currency, or to effect any other amendments that shall give effect to any conditions associated with the consent of the appropriate Lenders to the addition of such U.S. Borrower or Foreign Borrower. For the avoidance of doubt, Domestic Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers under both the Revolving Credit Facility and the Term A Facility, and Foreign Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers solely under the Revolving Credit Facility.

Additional Borrowers. Holdings The Parent Borrower may from time to time request that (x) one or more additional Domestic Subsidiaries be added as Borrowers under the Term A Facility and the Revolving Credit Facility and/or (y) one or more additional Foreign Subsidiaries be added as Borrowers under the Revolving Credit Facility, in each case, which request shall be subject to the approval of the Administrative Agent and each of the Term A Lenders and Revolving Credit Lenders (in the case of such Domestic Subsidiaries) or the Administrative Agent and each of the Revolving Credit Lenders (in the case of such Foreign Subsidiaries). If (1) the Administrative Agent and all Term A Lenders and Revolving Credit Lenders consent to the addition of such Domestic designate any wholly-owned Restricted Subsidiary as a Term A Borrower under any Revolving Commitments or, any Incremental Facility or any Specified Refinancing Debt (an “Additional Borrower”); provided that unless such Borrower is incorporated or formed in a jurisdiction in which any other current Borrower is incorporated or formed, the Term A Facility jurisdiction of such Additional Borrower shall be reasonably acceptable to the applicable Lenders. Such wholly-owned Restricted Subsidiary shall become an Additional Borrower and a Revolving Credit Borrower under the Revolving Credit Facility and (2) the Administrative Agent and all Revolving Credit Lenders consent party to the addition of such Foreign Subsidiary as a Revolving Credit Borrower under the Revolving Credit Facility, in each case, such Subsidiary shall be required to execute and deliver this Agreement by delivering to the Administrative Agent a an Additional Borrower Joinder Agreement Joinder, and all references to the “Borrowers” shall take all action in connection therewith also include such Additional Borrower, as applicable, upon (a) if the receipt by the Administrative Agent of (x) documentation consistent in scope with the documentation delivered in respect of the Borrowers on the Closing Date and (y) a certificate from the Parent Borrower and such Additional Borrower is a Domestic Subsidiarycertifying that as of the date of such joinder, as would otherwise have been required to cause the Collateral and Guaranty Requirements and the requirements conditions set forth in Section 6.11 to be satisfied as if such Subsidiary had been a Loan Party on the Restatement Date 4.02(a) and (b) shall be met as if a Borrowing were to occur on such Borrower is a Foreign Subsidiary, as are deemed reasonably necessary by the Administrative Agent to provide that the Obligations of such additional Borrower be, to the extent permitted by law, guaranteed and secured on terms no less favorable than those contained in the Collateral and Guaranty Requirements and, in the case of each of clauses (a) date and (b), shall deliver to the Administrative Agent such Organization Documents, resolutions, certificates, legal opinions, lien searches and other information (including information to allow the Administrative Agent and ) the Lenders to comply being provided with applicable “know your customer” and anti-money laundering rules and regulations, including the Actthirty (30) and documents Business Days’ prior notice (or such shorter period of time as the Administrative Agent shall reasonably request. Any Subsidiary that becomes a party agree) of any Additional Borrower being proposed to this Agreement be added pursuant to this Section 1.09 shall thereupon 10.20. This Agreement may be deemed for all purposes amended as necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower to effect the provisions of or be a Revolving Credit Borrower under the Revolving Credit Facility hereunder and/or a Term A Borrower under the Term A Facility hereunder, as applicableconsistent with this Section 10.20. Notwithstanding anything in Section 11.01(a) any other provision of this Agreement to the contrarycontrary (including Section 10.02), each Borrower Joinder Agreement mayany such deemed amendment may be memorialized in writing by the Administrative Agent with the Parent Borrower’s consent, but without the consent of any other Lenders (but subject other than with respect to such Lender’s approval of an Additional Borrower’s jurisdiction of incorporation or formation as set forth above), and furnished to the approval by the Lenders to the addition of such U.S. Borrower or the approval by the Revolving Credit Lenders to the addition of such Foreign Borrower), effect such amendments to this Agreement and the other Loan Documents (which may take the form of amendments and restatements) as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 1.09, including, in the case of the addition of a Foreign Borrower, amendments limiting the amount available to be borrowed by such Foreign Borrower and any other Foreign Borrower organized in the same jurisdiction (it being understood that entities formed under the laws of different states, provinces or other localities of the same country as that of a Borrower shall be considered to be of the same jurisdiction as such Foreign Subsidiary) to a specified U.S. Dollar Equivalent of any Alternative Currency, or to effect any other amendments that shall give effect to any conditions associated with the consent of the appropriate Lenders to the addition of such U.S. Borrower or Foreign Borrower. For the avoidance of doubt, Domestic Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers under both the Revolving Credit Facility and the Term A Facility, and Foreign Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers solely under the Revolving Credit Facilityparties hereto.

Additional Borrowers. Holdings Notwithstanding anything in Section 11.01 to the contrary, following the Closing Date, the Parent Borrower may from time to time request that (x) add one or more of its Foreign Subsidiaries that is a Wholly Owned Subsidiary as an additional Domestic Subsidiaries be added as Borrowers Foreign Borrower under the Term A Limited Currency Revolving Facility and the or Multicurrency Revolving Credit Facility and/or (y) one or more additional Foreign Subsidiaries be added as Borrowers under the Revolving Credit Facility, in each case, which request shall be subject by delivering to the approval of the Administrative Agent a Foreign Borrower Agreement executed by such Subsidiary and each of the Term A Parent Borrower. After (i) five Business Days have elapsed after such delivery and (ii) receipt by the Lenders and Revolving Credit Lenders (in the case Administrative Agent of such Domestic Subsidiaries) documentation and other information reasonably requested by the Lenders or the Administrative Agent for purposes of complying with all necessary “know your customer” or other similar checks under all applicable laws and regulations, such Foreign Subsidiary shall for all purposes of this Credit Agreement be a Foreign Borrower hereunder; provided that each Foreign Borrower shall also be a Foreign Guarantor. Any obligations in respect of borrowings by any Foreign Subsidiary under the Credit Agreement will constitute “Obligations,” “Foreign Obligations” and “Secured Obligations” for all purposes of the Credit Documents. At the reasonable request of the Administrative Agent, the Administrative Agent, the Parent Borrower, the applicable Foreign Borrower and each of the Limited Currency Revolving Credit Lenders Lender and/or Multicurrency Revolving Lender (in as the case may be), shall amend this Credit Agreement and the other Credit Documents (including, without limitation, Section 3.01 of such Foreign Subsidiaries). If (1this Credit Agreement and the definition of “Excluded Taxes”) the Administrative Agent and all Term A Lenders and Revolving Credit Lenders consent as reasonably necessary or appropriate to the addition of such Domestic Subsidiary as a Term A Borrower under the Term A Facility and a Revolving Credit Borrower under the Revolving Credit Facility and (2) the Administrative Agent and all Revolving Credit Lenders consent to the addition of appropriately include such Foreign Subsidiary as a Revolving Credit Borrower under hereunder (provided that no such amendment shall materially adversely affect the Revolving Credit Facility, in each case, rights of any Lender that has not consented to such Subsidiary shall be required to execute amendment). Upon the execution by the Parent Borrower and deliver a Foreign Borrower and delivery to the Administrative Agent of a Foreign Borrower Joinder Agreement and Termination with respect to such Foreign Borrower, such Foreign Borrower shall take all action in connection therewith (a) if such Borrower is a Domestic Subsidiary, as would otherwise have been required to cause the Collateral and Guaranty Requirements and the requirements set forth in Section 6.11 cease to be satisfied as if such Subsidiary had been a Loan Party on the Restatement Date and (b) if such Borrower is a Foreign SubsidiaryBorrower and a party to this Credit Agreement; provided that no Foreign Borrower Termination will become effective as to any Foreign Borrower (other than to terminate such Foreign Borrower’s right to make further Borrowings under this Credit Agreement) at a time when any Loan to, as are deemed reasonably necessary by the Administrative Agent B/A on behalf of, or Letter of Credit issued to provide that the Obligations such Foreign Borrower shall be outstanding hereunder. Promptly following receipt of such additional any Foreign Borrower beAgreement or Foreign Borrower Termination, to the extent permitted by law, guaranteed and secured on terms no less favorable than those contained in the Collateral and Guaranty Requirements and, in the case of each of clauses (a) and (b), shall deliver to the Administrative Agent such Organization Documents, resolutions, certificates, legal opinions, lien searches and other information (including information to allow the Administrative Agent and the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the Act) and documents as the Administrative Agent shall reasonably request. Any Subsidiary that becomes send a party copy thereof to this Agreement pursuant to this Section 1.09 shall thereupon be deemed for all purposes to be a Revolving Credit Borrower under the Revolving Credit Facility hereunder and/or a Term A Borrower under the Term A Facility hereunder, as applicable. Notwithstanding anything in Section 11.01(a) to the contrary, each Borrower Joinder Agreement may, without the consent of any other Lenders (but subject to the approval by the Lenders to the addition of such U.S. Borrower or the approval by the Revolving Credit Lenders to the addition of such Foreign Borrower), effect such amendments to this Agreement and the other Loan Documents (which may take the form of amendments and restatements) as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 1.09, including, in the case of the addition of a Foreign Borrower, amendments limiting the amount available to be borrowed by such Foreign Borrower and any other Foreign Borrower organized in the same jurisdiction (it being understood that entities formed under the laws of different states, provinces or other localities of the same country as that of a Borrower shall be considered to be of the same jurisdiction as such Foreign Subsidiary) to a specified U.S. Dollar Equivalent of any Alternative Currency, or to effect any other amendments that shall give effect to any conditions associated with the consent of the appropriate Lenders to the addition of such U.S. Borrower or Foreign Borrower. For the avoidance of doubt, Domestic Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers under both the Revolving Credit Facility and the Term A Facility, and Foreign Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers solely under the Revolving Credit FacilityLender.

Additional Borrowers. Holdings may from (a) From time to time request that on or after the Amendment No. 6 Effective Date, and with at least five Business Days’ notice to the Administrative Agent (x) one or more additional Domestic Subsidiaries be added such shorter period as Borrowers under the Term A Facility Administrative Agent may agree), subject to completion of customary “know your customer” procedures and delivery of related information reasonably requested by the Administrative Agent or the Revolving Credit Facility and/or Lenders (yas applicable), including information required pursuant to Section 13.18Section 13.18, the Borrowers may designate any Restricted Subsidiary as an additional Borrower (each such person, an “Additional Borrower”) one hereunder in respect of any specified Class or more additional Foreign Subsidiaries Classes of Obligations; provided that (i) the Additional Borrower shall be added as Borrowers an entity organized or existing under the law of the U.S., any state thereof or the District of Columbia and (ii) the Additional Borrower shall expressly assume the Obligations of a Borrower in a manner and pursuant to documentation reasonably satisfactory to the Administrative Agent (it being understood that an Additional Borrower may be designated as such pursuant to the terms of any Incremental Facility Amendment, Refinancing Amendment or Extension Amendment) (any such documentation, an “Additional Borrower Agreement”). Upon satisfaction of such requirements, the Additional Borrower shall be a “Borrower” hereunder and will have the right to request Term Loans, Revolving Credit FacilityLoans or Letters of Credit, as the case may be, in each casecase of the applicable Class, in accordance with Section 2Section 2 hereof until the earlier to occur of the applicable Maturity Date or the date on which request shall such Additional Borrower resigns as an Additional Borrower in accordance with clause (b) below. The Lenders hereby irrevocably authorize the Administrative Agent to enter into any amendment to this Agreement or to any other Credit Document as may be subject necessary or appropriate in order to establish any additional Borrower pursuant to this Section 1.14 and such technical amendments, and other customary amendments with respect to provisions of this Agreement relating to taxes for borrowers in such jurisdiction, in each case as may be necessary or appropriate in the approval reasonable opinion of the Administrative Agent and each of the Term A Lenders and Revolving Credit Lenders (in the case of such Domestic Subsidiaries) or the Administrative Agent and each of the Revolving Credit Lenders (in the case of such Foreign Subsidiaries). If (1) the Administrative Agent and all Term A Lenders and Revolving Credit Lenders consent to the addition of such Domestic Subsidiary as a Term A Borrower under the Term A Facility and a Revolving Credit Borrower under the Revolving Credit Facility and (2) the Administrative Agent and all Revolving Credit Lenders consent to the addition of such Foreign Subsidiary as a Revolving Credit Borrower under the Revolving Credit Facility, in each case, such Subsidiary shall be required to execute and deliver to the Administrative Agent a Borrower Joinder Agreement and shall take all action Borrowers in connection therewith (a) if such Borrower is a Domestic Subsidiary, as would otherwise have been required to cause the Collateral and Guaranty Requirements and the requirements set forth in Section 6.11 to be satisfied as if such Subsidiary had been a Loan Party on the Restatement Date and (b) if such Borrower is a Foreign Subsidiary, as are deemed reasonably necessary by the Administrative Agent to provide that the Obligations of such additional Borrower be, to the extent permitted by law, guaranteed and secured on terms no less favorable than those contained in the Collateral and Guaranty Requirements and, in the case of each of clauses (a) and (b), shall deliver to the Administrative Agent such Organization Documents, resolutions, certificates, legal opinions, lien searches and other information (including information to allow the Administrative Agent and the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the Act) and documents as the Administrative Agent shall reasonably request. Any Subsidiary that becomes a party to this Agreement pursuant to this Section 1.09 shall thereupon be deemed for all purposes to be a Revolving Credit Borrower under the Revolving Credit Facility hereunder and/or a Term A Borrower under the Term A Facility hereunder, as applicable. Notwithstanding anything in Section 11.01(a) to the contrary, each Borrower Joinder Agreement may, without the consent of any other Lenders (but subject to the approval by the Lenders to the addition of such U.S. Borrower or the approval by the Revolving Credit Lenders to the addition of such Foreign Borrower), effect such amendments to this Agreement and the other Loan Documents (which may take the form of amendments and restatements) as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 1.09, including, in the case of the addition of a Foreign Borrower, amendments limiting the amount available to be borrowed by such Foreign Borrower and any other Foreign Borrower organized in the same jurisdiction (it being understood that entities formed under the laws of different states, provinces or other localities of the same country as that of a Borrower shall be considered to be of the same jurisdiction as such Foreign Subsidiary) to a specified U.S. Dollar Equivalent of any Alternative Currency, or to effect any other amendments that shall give effect to any conditions associated with the consent of the appropriate Lenders to the addition of such U.S. Borrower or Foreign Borrower. For the avoidance of doubt, Domestic Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers under both the Revolving Credit Facility and the Term A Facility, and Foreign Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers solely under the Revolving Credit Facilitytherewith.

Additional Borrowers. Holdings may from time (a) In the event that certain Real Estate of a Subsidiary of Parent which is leased to time request that (x) one or more additional Domestic Subsidiaries be added as Borrowers under the Term A Facility and the Revolving Credit Facility and/or (y) one or more additional Foreign Subsidiaries be added as Borrowers under the Revolving Credit Facility, in each case, which request shall be subject to the approval of the Administrative Agent and each of the Term A Lenders and Revolving Credit Lenders (in the case of such Domestic Subsidiaries) or the Administrative Agent and each of the Revolving Credit Lenders (in the case of such Foreign Subsidiaries). If (1) the Administrative Agent and all Term A Lenders and Revolving Credit Lenders consent to the addition of such a Wholly-Owned Domestic Subsidiary of OpCo is to be included as a Term A Borrower under the Term A Facility Collateral Property as contemplated by Section 5.4 and a Revolving Credit Borrower under the Revolving Credit Facility and (2) the Administrative Agent and all Revolving Credit Lenders consent to the addition of such Foreign Subsidiary Real Estate is approved for inclusion as a Revolving Credit Borrower under Collateral Property in accordance with the Revolving Credit Facilityterms hereof, in Borrowers shall cause each case, such Subsidiary shall be required that owns or leases such Collateral Property to execute and deliver to the Administrative Agent the documents and other items required under Section 7.20, and such Subsidiary shall become a Borrower Joinder Agreement hereunder. Each such Subsidiary shall be specifically authorized, in accordance with its respective organizational documents, to be a Borrower hereunder and shall take all action in connection therewith (a) if such Borrower is a Domestic Subsidiary, as would otherwise have been required to cause the Collateral and Guaranty Requirements and comply with the requirements of Section 7.20. Borrowers shall further cause all representations, covenants and agreements in the Loan Documents with respect to Borrowers to be true and correct with respect to such Subsidiary. (b) After the Closing Date, Borrowers may, upon satisfaction by Borrowers of the conditions set forth in this Section 6.11 to be satisfied as if such Subsidiary had been a Loan Party on the Restatement Date and (b) if such Borrower is a Foreign Subsidiary, as are deemed reasonably necessary by the Administrative Agent to provide that the Obligations of such additional Borrower be, to the extent permitted by law, guaranteed and secured on terms no less favorable than those contained in the Collateral and Guaranty Requirements and, in the case of each of clauses (a) and (b5.5(b), shall deliver to add an OpCo Affiliate that is the Administrative Agent such Organization Documents, resolutions, certificates, legal opinions, lien searches and other information (including information to allow the Administrative Agent and the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the Act) and documents as the Administrative Agent shall reasonably request. Any Subsidiary that becomes lessee of a party to this Agreement pursuant to this Section 1.09 shall thereupon be deemed for all purposes to be Leasehold Property or a Revolving Credit Borrower lessee under the Revolving Credit Facility hereunder and/or a Term A Borrower under the Term A Facility hereunder, as applicable. Notwithstanding anything in Section 11.01(a) to the contrary, each Borrower Joinder Agreement may, without the consent of any other Lenders (but subject to the approval by the Lenders to the addition of such U.S. Borrower or the approval by the Revolving Credit Lenders to the addition of such Foreign Borrower), effect such amendments Lease to this Agreement and the other Loan Documents as a Borrower. In the event Borrowers desire to or are required to add such OpCo Affiliate as aforesaid, Borrowers shall provide written notice to Administrative Agent and Revolving Agent of such request (which may take Administrative Agent shall promptly furnish to the form of amendments Lenders), together with all documentation and restatements) other information required to permit Administrative Agent and Revolving Agent to evaluate such OpCo Affiliate as may be necessary or appropriatea potential Borrower, in the opinion including a copy of the applicable Lease. Thereafter, Administrative Agent and Revolving Agent shall have fifteen (15) Business Days from the date of the receipt of such documentation and other information to advise Borrowers whether Administrative Agent, to effect Revolving Agent and the provisions of this Section 1.09, including, in the case of the addition of a Foreign Borrower, amendments limiting the amount available to be borrowed by such Foreign Borrower and any other Foreign Borrower organized in the same jurisdiction (it being understood that entities formed under the laws of different states, provinces or other localities of the same country as that of a Borrower shall be considered to be of the same jurisdiction as such Foreign Subsidiary) to a specified U.S. Dollar Equivalent of any Alternative Currency, or to effect any other amendments that shall give effect to any conditions associated with the Majority A/R Revolving Loan Lenders consent of the appropriate Lenders to the addition of such U.S. Borrower or Foreign OpCo Affiliate as a Borrower. For If an A/R Revolving Loan Lender shall fail to respond to Administrative Agent and Revolving Agent within fifteen (15) Business Days from receipt of such documentation and information, including a copy of the avoidance applicable Lease from Administrative Agent and Revolving Agent, such A/R Revolving Loan Lender shall be deemed to have approved such proposed addition. In the event such OpCo Affiliate is approved for inclusion as a Borrower in accordance with the terms hereof, Borrowers shall cause such OpCo Affiliate to execute or obtain and deliver to Administrative Agent the ground lessor estoppels and intercreditor agreements requested by Administrative Agent (in forms substantively identical to those provided by one or more OpCo Affiliates that are lessees of doubtLeasehold Properties or under a Lease on the Closing Date) and the documents and other items required under Section 7.20, Domestic Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 and such OpCo Affiliate shall become a Borrower hereunder. Each such OpCo Affiliate shall be specifically authorized, in accordance with its respective organizational documents, to be a Borrower hereunder and to comply with the requirements of Section 7.20. Borrowers under both shall further cause all representations, covenants and agreements in the Revolving Credit Facility Loan Documents with respect to Borrowers to be true and the Term A Facility, and Foreign Subsidiaries of Holdings that become Borrowers pursuant correct with respect to this such OpCo Affiliate. Section 1.09 shall become Borrowers solely under the Revolving Credit Facility.5.6

Additional Borrowers. Holdings The Parent Borrower may from time designate any wholly-owned Subsidiary as a Borrower under any Revolving Commitments or any Incremental Facility (an “Additional Borrower”); provided that the Administrative Agent shall be reasonably satisfied that, with respect to time request that any such Subsidiary which is not a Domestic Subsidiary, the applicable Lenders to such Additional Borrower may make loans and other extensions of credit to such Subsidiary in such person’s jurisdiction of organization in compliance with applicable laws and regulations, without being required or qualified to do business in such jurisdiction and without being subject to any unreimbursed or unindemnified Taxes or other expense. Such wholly-owned Subsidiary shall become an Additional Borrower and a party to this Agreement, and all references to the “Borrowers” and “Subsidiary Borrowers” shall also include such Additional Borrower, as applicable, upon (xa) one or more additional Domestic Subsidiaries be added as Borrowers under the Term A Facility applicable Additional Borrower becoming a party to this Agreement by delivering to the Administrative Agent an executed counterpart to a Foreign Security Agreement and an executed counterpart to a joinder agreement in form and substance reasonably acceptable to the Administrative Agent to each of this Agreement and the Revolving Credit Facility and/or Guaranty Agreement (yit being agreed that the Lenders hereby authorize the Administrative Agent to execute and deliver any such joinder agreement), (b) one the Administrative Agent shall have received documents, certificates and other deliverables with respect to the applicable Additional Borrower consistent in scope with such items delivered pursuant to Sections 4.01(b), (c) (or more additional Foreign Subsidiaries (d) in the case of Dutch Subsidiary Borrower) and (e), as applicable, on the Effective Date with respect to the other Loan Parties and (c) the Lenders being provided with ten (10) Business Days’ prior notice (or such shorter period of time as the Administrative CREDIT AGREEMENT, Page 184 Agent shall reasonably agree) of any Additional Borrower being added pursuant to this Section 10.20. This Agreement may be added amended as Borrowers under the Revolving Credit Facilitynecessary or appropriate, in each case, which request shall be subject to the approval reasonable opinion of the Administrative Agent and each the Parent Borrower to effect the provisions of the Term A Lenders and Revolving Credit Lenders (in the case or be consistent with this Section 10.20. Notwithstanding any other provision of such Domestic Subsidiaries) or the Administrative Agent and each of the Revolving Credit Lenders (in the case of such Foreign Subsidiaries). If (1) the Administrative Agent and all Term A Lenders and Revolving Credit Lenders consent this Agreement to the addition of contrary (including Section 10.02), any such Domestic Subsidiary as a Term A Borrower under the Term A Facility and a Revolving Credit Borrower under the Revolving Credit Facility and (2) the Administrative Agent and all Revolving Credit Lenders consent to the addition of such Foreign Subsidiary as a Revolving Credit Borrower under the Revolving Credit Facility, deemed amendment may be memorialized in each case, such Subsidiary shall be required to execute and deliver to the Administrative Agent a Borrower Joinder Agreement and shall take all action in connection therewith (a) if such Borrower is a Domestic Subsidiary, as would otherwise have been required to cause the Collateral and Guaranty Requirements and the requirements set forth in Section 6.11 to be satisfied as if such Subsidiary had been a Loan Party on the Restatement Date and (b) if such Borrower is a Foreign Subsidiary, as are deemed reasonably necessary writing by the Administrative Agent to provide that with the Obligations of such additional Borrower beParent Borrower’s consent, to the extent permitted by law, guaranteed and secured on terms no less favorable than those contained in the Collateral and Guaranty Requirements and, in the case of each of clauses (a) and (b), shall deliver to the Administrative Agent such Organization Documents, resolutions, certificates, legal opinions, lien searches and other information (including information to allow the Administrative Agent and the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the Act) and documents as the Administrative Agent shall reasonably request. Any Subsidiary that becomes a party to this Agreement pursuant to this Section 1.09 shall thereupon be deemed for all purposes to be a Revolving Credit Borrower under the Revolving Credit Facility hereunder and/or a Term A Borrower under the Term A Facility hereunder, as applicable. Notwithstanding anything in Section 11.01(a) to the contrary, each Borrower Joinder Agreement may, but without the consent of any other Lenders (but subject Lenders, and furnished to the approval by the Lenders to the addition of such U.S. Borrower or the approval by the Revolving Credit Lenders to the addition of such Foreign Borrower), effect such amendments to this Agreement and the other Loan Documents (which may take the form of amendments and restatements) as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 1.09, including, in the case of the addition of a Foreign Borrower, amendments limiting the amount available to be borrowed by such Foreign Borrower and any other Foreign Borrower organized in the same jurisdiction (it being understood that entities formed under the laws of different states, provinces or other localities of the same country as that of a Borrower shall be considered to be of the same jurisdiction as such Foreign Subsidiary) to a specified U.S. Dollar Equivalent of any Alternative Currency, or to effect any other amendments that shall give effect to any conditions associated with the consent of the appropriate Lenders to the addition of such U.S. Borrower or Foreign Borrower. For the avoidance of doubt, Domestic Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers under both the Revolving Credit Facility and the Term A Facility, and Foreign Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers solely under the Revolving Credit Facilityparties hereto.

Additional Borrowers. Holdings may from time to time request that (x) one or more additional Domestic Subsidiaries be added as Borrowers under If after the Term A Facility and the Revolving Credit Facility and/or (y) one or more additional Foreign Subsidiaries be added as Borrowers under the Revolving Credit FacilityClosing Date, in each case, which request shall be subject to the approval a Subsidiary of the Administrative Agent and each of the Term A Lenders and Revolving Credit Lenders (in the case of such Domestic Subsidiaries) or the Administrative Agent and each of the Revolving Credit Lenders (in the case of such Foreign Subsidiaries). If (1) the Administrative Agent and all Term A Lenders and Revolving Credit Lenders consent Operating Partnership desires to the addition of such Domestic Subsidiary as become a Term A Borrower under the Term A Facility and a Revolving Credit Borrower under the Revolving Credit Facility and (2) the Administrative Agent and all Revolving Credit Lenders consent to the addition of such Foreign Subsidiary as a Revolving Credit Borrower under the Revolving Credit Facility, in each casehereunder, such Subsidiary shall: (i) provide at least five Business Days’ prior notice to the Administrative Agent, and such notice shall be required designate under what Tranche such Subsidiary proposes to borrow; (ii) duly execute and deliver to the Administrative Agent a Borrower Joinder Agreement and shall take Accession Agreement; (iii) satisfy all action in connection therewith (a) if such Borrower is a Domestic Subsidiary, as would otherwise have been required to cause of the Collateral and Guaranty Requirements and the requirements conditions with respect thereto set forth in this Section 6.11 to be satisfied as if such Subsidiary had been a Loan Party on the Restatement Date 5.01(p) in form and (b) if such Borrower is a Foreign Subsidiary, as are deemed substance reasonably necessary by the Administrative Agent to provide that the Obligations of such additional Borrower be, to the extent permitted by law, guaranteed and secured on terms no less favorable than those contained in the Collateral and Guaranty Requirements and, in the case of each of clauses (a) and (b), shall deliver satisfactory to the Administrative Agent such Organization Documents, resolutions, certificates, legal opinions, lien searches and other information Agent; (including information to allow iv) satisfy the Administrative Agent and the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the Act) and documents as requirements of the Administrative Agent and each relevant Lender, (v) deliver a Beneficial Ownership Certification, if applicable, with respect to such Additional Borrower; and (vi) obtain the consent of each Lender, which may be given or withheld in such Lender’s sole discretion, in the applicable Tranche under which such Additional Borrower proposes to become a Borrower that such Additional Borrower is acceptable as a Borrower under the Loan Documents. Each such Subsidiary’s addition as a Borrower shall also be conditioned upon the Administrative Agent having received (x) a certificate signed by a duly authorized officer of such Subsidiary, dated the date of such Borrower Accession Agreement certifying that: (1) the representations and warranties contained in each Loan Document are true and correct in all material respects (unless qualified as to materiality or Material Adverse Effect, in which case such representations and warranties shall be true and correct in all respects) on and as of such date, before and after giving effect to such Subsidiary becoming an Additional Borrower and as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects or all respects, as applicable, on and as of such earlier date) and (2) no Default or Event of Default has occurred and is continuing as of such date or would occur as a result of such Subsidiary becoming an Additional Borrower, (y) all of the documents set forth in Sections 3.01(a)(iii), (iv), (v), (vi), (vii) and (ix) with respect to such Subsidiary and (z) a corporate formalities legal opinion relating to such Subsidiary from counsel reasonably requestacceptable to the Administrative Agent, all in form and substance reasonably satisfactory to the Administrative Agent. Any Upon such Subsidiary’s addition as an Additional Borrower, such Subsidiary that becomes a party to this Agreement pursuant to this Section 1.09 shall thereupon be deemed for all purposes to be a Revolving Credit Borrower hereunder. The Administrative Agent shall promptly notify each applicable Lender upon each Additional Borrower’s addition as a Borrower hereunder and shall, upon request by any Lender, provide such Lender with a copy of the executed Borrower Accession Agreement. With respect to the accession of any Additional Borrower to a Tranche, such Additional Borrower shall be responsible for making a determination as to whether it is capable of making payments to each Lender under the Revolving Credit Facility hereunder and/or a Term A Borrower under applicable Tranche without the Term A Facility hereunderincurrence of withholding taxes, as applicable. Notwithstanding anything provided that each such Lender shall provide such properly completed and executed documentation described in Section 11.01(a) to the contrary, each 2.11 or otherwise reasonably requested by such Additional Borrower Joinder Agreement may, without the consent of any other Lenders (but subject to the approval by the Lenders to the addition of such U.S. Borrower or the approval by the Revolving Credit Lenders to the addition of such Foreign Borrower), effect such amendments to this Agreement and the other Loan Documents (which may take the form of amendments and restatements) as may be necessary or appropriate, in for such Additional Borrower to determine the opinion amount of any applicable withholding taxes and the Administrative Agent, to effect the provisions of this Section 1.09, including, Agent and such Lender shall cooperate in the case of the addition of a Foreign Borrower, amendments limiting the amount available to be borrowed by such Foreign Borrower and any other Foreign Borrower organized in the same jurisdiction (it being understood that entities formed under the laws of different states, provinces or other localities of the same country as that of a Borrower shall be considered to be of the same jurisdiction as such Foreign Subsidiary) to a specified U.S. Dollar Equivalent of any Alternative Currency, or to effect any other amendments that shall give effect to any conditions associated all reasonable respects with the consent of the appropriate Lenders Borrowers and their tax advisors in connection with any analysis necessary for such Additional Borrower to the addition of make such U.S. Borrower or Foreign Borrower. For the avoidance of doubt, Domestic Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers under both the Revolving Credit Facility and the Term A Facility, and Foreign Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers solely under the Revolving Credit Facilitydetermination.

Additional Borrowers. Holdings may from time to time request that (x) one or more additional Domestic Subsidiaries be added as Borrowers under the Term A Facility and the Revolving Credit Facility and/or (y) one or more additional Foreign Subsidiaries be added as Borrowers under the Revolving Credit Facility, in each case, which request shall be subject to the approval of the Administrative Agent and each of the Term A Lenders and Revolving Credit Lenders (in the case of such Domestic Subsidiaries) or the Administrative Agent and each of the Revolving Credit Lenders (in the case of such Foreign Subsidiaries). If (1) the Administrative Agent and all Term A Lenders and Revolving Credit Lenders consent to the addition of such Domestic Subsidiary as a Term A Borrower under the Term A Facility and a Revolving Credit Borrower under the Revolving Credit Facility and (2) the Administrative Agent and all Revolving Credit Lenders consent to the addition of such Foreign Subsidiary as a Revolving Credit Borrower under the Revolving Credit Facility, in each case, such Subsidiary shall be required to execute and deliver to the Administrative Agent a Borrower Joinder Agreement and shall take all action in connection therewith (a) if such Borrower is a Domestic Subsidiary, as would otherwise have been required to cause the Collateral and Guaranty Requirements and the requirements set forth in Section 6.11 to be satisfied as if such Subsidiary had been a Loan Party on the Restatement Date and (b) if such Borrower is a Foreign Subsidiary, as are deemed reasonably necessary by the Administrative Agent to provide that the Obligations of such additional Borrower be, to the extent permitted by law, guaranteed and secured on terms no less favorable than those contained in the Collateral and Guaranty Requirements and, in the case of each of clauses (a) and (b), shall deliver to the Administrative Agent such Organization Documents, resolutions, certificates, legal opinions, lien searches and other information (including information to allow the Administrative Agent and the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the Act) and documents as the Administrative Agent shall reasonably request. Any Subsidiary that becomes a party to this Agreement pursuant to this Section 1.09 shall thereupon be deemed for all purposes to be a Revolving Credit Borrower under the Revolving Credit Facility hereunder and/or a Term A Borrower under the Term A Facility hereunder, as applicable. Notwithstanding anything in Section 11.01(a) to the contrary, each Borrower Joinder Agreement may, without the consent of any other Lenders (but subject to the approval by the Lenders to the addition of such U.S. Borrower or the approval by the Revolving Credit Lenders to the addition of such Foreign Borrower), effect such amendments to this Agreement and the other Loan Documents (which may take the form of amendments and restatements) as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 1.09, including, in the case of the addition of a Foreign Borrower, amendments limiting the amount available to be borrowed by such Foreign Borrower and any other Foreign Borrower organized in the same jurisdiction (it being understood that entities formed under the laws of different states, provinces or other localities of the same US-DOCS\70212156.13 country as that of a Borrower shall be considered to be of the same jurisdiction as such Foreign Subsidiary) to a specified U.S. Dollar Equivalent of any Alternative Currency, or to effect any other amendments that shall give effect to any conditions associated with the consent of the appropriate Lenders to the addition of such U.S. Borrower or Foreign Borrower. For the avoidance of doubt, Domestic Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers under both the Revolving Credit Facility and the Term A Facility, and Foreign Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers solely under the Revolving Credit Facility.

Additional Borrowers. Holdings The Borrower may from time to time request that (x) one or more additional Domestic Subsidiaries a Subsidiary be added as Borrowers under the Term A Facility to this Agreement and the Revolving other Loan Documents as an additional Borrower with the ability to request and receive Extensions of Credit Facility and/or from the Lenders (yeach, a “Subsidiary Borrower”). No more than five (5) one or more additional Foreign Subsidiaries requests shall be added as Borrowers under delivered during the Revolving Credit Facility, in each case, which term of this Agreement. Each such request shall be subject delivered in writing to the approval of the Administrative Agent and each of the Term A Lenders and Revolving Credit Lenders (in the case of such Domestic Subsidiaries) or the Administrative Agent and each of the Revolving Credit Lenders (in the case of such Foreign Subsidiaries). If (1) the Administrative Agent and all Term A Lenders and Revolving Credit Lenders consent to the addition of such Domestic Subsidiary as a Term A Borrower under the Term A Facility and a Revolving Credit Borrower under the Revolving Credit Facility and (2) the Administrative Agent and all Revolving Credit Lenders consent to the addition of such Foreign Subsidiary as a Revolving Credit Borrower under the Revolving Credit Facility, in each case, such Subsidiary shall be required to execute and deliver to the Administrative Agent a Borrower Joinder Agreement and shall take all action in connection therewith (a) if such Borrower is a Domestic Subsidiary, as would otherwise have been required to cause the Collateral and Guaranty Requirements and the requirements set forth in Section 6.11 to be satisfied as if such Subsidiary had been a Loan Party on the Restatement Date and (b) if such Borrower is a Foreign Subsidiary, as are deemed reasonably necessary by the Administrative Agent to provide that the Obligations of such additional Borrower be, to the extent permitted by law, guaranteed and secured on terms no less favorable than those contained in the Collateral and Guaranty Requirements and, in the case of each of clauses (a) and (b), shall deliver to the Administrative Agent such Organization Documents, resolutions, certificates, legal opinions, lien searches and other information (including information to allow the Administrative Agent and the Lenders and shall specify the name of such Subsidiary, such Subsidiary’s jurisdiction of organization, the Tranche under which such Subsidiary would be able to comply request and receive Extensions of Credit from the Lenders, and the Business Day on which the Borrower would like such joinder to be given effect. Such request shall be delivered at least thirty (30) days prior to the date on which the Borrower wishes to join such Subsidiary Borrower hereto. The Administrative Agent and the Lenders, subsequent to their receipt of such request, may ask the Borrower for additional information related to the proposed Subsidiary Borrower in their respective reasonable discretion. Taxes resulting from payments to any Lender by any such Subsidiary Borrower shall not be treated as Indemnified Taxes to the extent that Taxes resulting from such payment would have been Excluded Taxes if such payments had been made by the Borrower. In addition, no Lender shall be required to make Extensions of Credit to such Subsidiary Borrower if such Lender shall have given notice to the Administrative Agent and the Borrower within fifteen (15) Business Days after its receipt of the request to join such Subsidiary Borrower hereto that such Lender has determined in good faith that it would be subject, in making Extensions of Credit to such Subsidiary Borrower, to (i) regulatory or legal limitations or restrictions, (ii) material internal operations burdens or (iii) material financial disadvantage arising out of or attributable to the location or jurisdiction of organization of such Subsidiary Borrower or the nature of its activities. If all of the Lenders under the applicable Tranche inform the Administrative Agent and the Borrower that they are subject to such regulatory, legal or other burdens or limitations and restrictions or are otherwise disadvantaged as described above, then such Subsidiary Borrower shall not be joined hereto. If only a subset of the Lenders are unable to make Extensions of Credit to such Subsidiary Borrower as a result of the foregoing, then the Administrative Agent shall have the right to adjust (including, without limitation, further tranching hereof) the provisions of Article II and the other terms and conditions of this Agreement as it may reasonably determine to enable the Lenders that are able to make Extensions of Credit to such Subsidiary Borrower without becoming subject to any such regulatory or any legal restriction or limitation or such burden or financial disadvantage, and without causing the Borrower or any Subsidiary Borrower to incur any such disadvantages of its own (including any such disadvantage in the form of being required to indemnify Lenders for withholding payments including Taxes), to make Extensions of Credit available to such Subsidiary Borrower on a non-pro rata basis with Lenders that are not so able, with such adjustments to be made in a manner that, to the extent practicable, are reasonably equitable to all the Lenders. In order to join a Subsidiary Borrower hereto, the Borrower shall cause the delivery of the following to the Administrative Agent and the Lenders at least ten (10) Business Days prior to the date on which the Borrower has requested that such joinder be given effect: (i) a joinder agreement executed by the Borrower, the applicable Subsidiary Borrower and the Administrative Agent, in form and substance reasonably acceptable to each of them, pursuant to which such Subsidiary Borrower shall agree to be bound by the terms and conditions hereof and shall be entitled to request and receive Extensions of Credit hereunder; (ii) appropriate Notes made by such Subsidiary Borrower in favor of the applicable Lenders; (iii) organizational documents, resolutions, incumbency certificates and other similar corporate documents in respect of such Subsidiary Borrower, each in form and substance reasonably acceptable to the Administrative Agent, (iv) opinions of counsel for the Subsidiary Borrower in form and substance reasonably acceptable to the Administrative Agent; (v) documentation and other information reasonably requested by the Lenders or the Administrative Agent under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act; (vi) no-default certificates, borrowing requests and other similar deliverables as required for the Borrower under Sections 5.1 and 5.2; and (vii) such other agreements, documents as and instruments reasonably requested by the Administrative Agent Agent. Upon satisfaction of the requirements set forth in this Section 2.9, the applicable Subsidiary Borrower shall reasonably request. Any Subsidiary that becomes for all purposes of this Agreement be a party to this Agreement pursuant Agreement. The Borrower and the Administrative Agent may enter into an amendment hereto, in form and substance reasonably acceptable to this Section 1.09 shall thereupon be deemed for all purposes each of them, to be a Revolving Credit Borrower under the Revolving Credit Facility hereunder and/or a Term A Borrower under the Term A Facility hereunder, as applicable. Notwithstanding anything in Section 11.01(a) to the contrary, each Borrower Joinder Agreement may, without the consent of any other Lenders (but subject to the approval by the Lenders give further effect to the addition of such U.S. Subsidiary Borrower or hereto, and the approval by Lenders authorize the Revolving Credit Lenders Administrative Agent to enter into such an amendment; provided, however, that such amendment shall be technical and ministerial in nature and shall be focused solely on appropriately inserting the addition of such Foreign Borrower), effect such amendments to Subsidiary Borrower into this Agreement and the other Loan Documents (which may take Documents. The Borrower shall guarantee the form Obligations of amendments each Subsidiary Borrower on terms and restatements) as may be necessary or appropriate, in the opinion of conditions reasonably acceptable to the Administrative Agent. Each Subsidiary that is or becomes a Subsidiary Borrower pursuant hereto hereby irrevocably appoints the Borrower as its agent for all purposes relevant to this Agreement and each related document, to effect the provisions including service of this Section 1.09, including, in the case of the addition of a Foreign Borrower, amendments limiting the amount available to be borrowed by such Foreign Borrower and any other Foreign Borrower organized in the same jurisdiction (it being understood that entities formed under the laws of different states, provinces or other localities of the same country as that of a Borrower shall be considered to be of the same jurisdiction as such Foreign Subsidiary) to a specified U.S. Dollar Equivalent of any Alternative Currency, or to effect any other amendments that shall give effect to any conditions associated with the consent of the appropriate Lenders to the addition of such U.S. Borrower or Foreign Borrowerprocess. For the avoidance of doubt, Domestic Subsidiaries no Lender shall be required to make any Extensions of Holdings that become Borrowers pursuant Credit to this Section 1.09 shall become Borrowers under both the Revolving Credit Facility and the Term A Facility, and Foreign Subsidiaries any Subsidiary Borrower if in contravention of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers solely under the Revolving Credit FacilityApplicable Laws.

Additional Borrowers. Holdings Section 30. Notwithstanding anything in Section 13.1 to the contrary, following the Closing Date, the Parent Borrower may from time to time request that (x) one or more additional Domestic of its Subsidiaries that is a Wholly-Owned Restricted Subsidiary and that is a U.S. Subsidiary be added as Borrowers an additional Borrower (the “Additional Revolving Borrower”) under the Term A Facility and the Revolving Credit Facility and/or (y) one or more additional Foreign Subsidiaries be added as Borrowers under the Revolving Credit Facility, in each case, which request shall be subject by delivering to the approval of the Administrative Agent an Additional Borrower Agreement executed by such Subsidiary and each the Parent Borrower. Such Subsidiary shall for all purposes of this Agreement be a Borrower hereunder no earlier than the Term A latest of (i) ten (10) Business Days (or such shorter period as the Administrative Agent may in its discretion agree) after delivery of such Additional Borrower Agreement; (ii) ten (10) Business Days after receipt by the Lenders and Revolving Credit Lenders (in the case Administrative Agent of such Domestic Subsidiaries) documentation and other information reasonably requested by the Lenders or the Administrative Agent for purposes of complying with all necessary “know your customer” or other similar checks under all applicable laws and each regulations provided that there has been no written objection submitted by any of the Revolving Credit Lenders or the Administrative Agent within ten (in 10) Business Days of the case date of receipt of such Foreign Subsidiariesdocumentation and other information; and (iii) if the applicable Additional Revolving Borrower is organized or incorporated in or under the laws of, or for applicable Tax purposes is resident of or treated as engaged in a trade or business in, any jurisdiction other than a jurisdiction in or under the laws of which at least one then-existing Borrower is organized or incorporated as of the date the Additional Borrower Agreement is delivered to the Administrative Agent, the date of the effectiveness of an amendment of this Agreement, which amendment must be as mutually agreed by the Administrative Agent, the Parent Borrower, such Additional Revolving Borrower and each affected Lender (including any amendment to applicable Tax provisions). If ; provided that (1x) each Additional Revolving Borrower shall also be a Guarantor and (y) the Administrative Agent shall have received (A) all documents, updated schedules, instruments, certificates and agreements, and all Term A Lenders other actions and information, then required by or in respect of such Additional Revolving Borrower by Section 9.11 or by the Security Documents (without giving effect to any grace periods for delivery of such items, the updating of such information or the taking of such actions) and (B) documentation reasonably satisfactory to the Administrative Agent pursuant to which each then-existing Borrower and Guarantor unconditionally Guarantees the Borrowings of the Additional Revolving Borrower on terms substantially consistent with the Guarantors’ Guarantee of the Parent Borrower’s obligations hereunder. Any obligations in respect of borrowings by any Borrower under this Agreement will constitute “Obligations” for all purposes of the Credit Lenders consent Documents. Promptly following receipt of any Additional Borrower Agreement, the Administrative Agent shall send a copy thereof to each Lender. As set forth in Section 1.13, the foregoing procedures shall apply (mutatis mutandis) with respect to the addition of a “borrower” with respect to New Term Loans and New Term Loan Commitments, substituting such Domestic Subsidiary as a New Term A Borrower under the Term A Facility Loan Lender and a Revolving Credit Borrower under the Revolving Credit Facility and (2) the Administrative Agent and all Revolving Credit Lenders as the applicable consent to the addition parties for purposes of such Foreign Subsidiary as a Revolving Credit Borrower under the Revolving Credit Facility, in each case, such Subsidiary shall be required to execute and deliver to the Administrative Agent a Borrower Joinder Agreement and shall take all action in connection therewith (a) if such Borrower is a Domestic Subsidiary, as would otherwise have been required to cause the Collateral and Guaranty Requirements and the requirements set forth in Section 6.11 to be satisfied as if such Subsidiary had been a Loan Party on the Restatement Date and (b) if such Borrower is a Foreign Subsidiary, as are deemed reasonably necessary by the Administrative Agent to provide that the Obligations of such additional Borrower be, to the extent permitted by law, guaranteed and secured on terms no less favorable than those contained in the Collateral and Guaranty Requirements and, in the case of each of clauses (a) and (b), shall deliver to the Administrative Agent such Organization Documents, resolutions, certificates, legal opinions, lien searches and other information (including information to allow the Administrative Agent and the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the Act) and documents as the Administrative Agent shall reasonably request. Any Subsidiary that becomes a party to this Agreement pursuant to this Section 1.09 shall thereupon be deemed for all purposes to be a Revolving Credit Borrower under the Revolving Credit Facility hereunder and/or a Term A Borrower under the Term A Facility hereunder, as applicable. Notwithstanding anything in Section 11.01(a) to the contrary, each Borrower Joinder Agreement may, without the consent of any other Lenders (but subject to the approval by the Lenders to the addition of such U.S. Borrower or the approval by the Revolving Credit Lenders to the addition of such Foreign Borrower), effect such amendments to this Agreement and the other Loan Documents (which may take the form of amendments and restatements) as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 1.09, including, in the case of the addition of a Foreign Borrower, amendments limiting the amount available to be borrowed by such Foreign Borrower and any other Foreign Borrower organized in the same jurisdiction (it being understood that entities formed under the laws of different states, provinces or other localities of the same country as that of a Borrower shall be considered to be of the same jurisdiction as such Foreign Subsidiary) to a specified U.S. Dollar Equivalent of any Alternative Currency, or to effect any other amendments that shall give effect to any conditions associated with the consent of the appropriate Lenders to the addition of such U.S. Borrower or Foreign Borrower. For the avoidance of doubt, Domestic Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers under both the Revolving Credit Facility and the Term A Facility, and Foreign Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers solely under the Revolving Credit Facilitysimilar checks.

Additional Borrowers. Holdings The Borrower may from time to time request that (x) one or more additional Domestic Subsidiaries a Subsidiary be added as Borrowers under the Term A Facility and the Revolving Credit Facility and/or (y) one or more additional Foreign Subsidiaries be added as Borrowers under the Revolving Credit Facility, in each case, which request shall be subject to the approval of the Administrative Agent and each of the Term A Lenders and Revolving Credit Lenders (in the case of such Domestic Subsidiaries) or the Administrative Agent and each of the Revolving Credit Lenders (in the case of such Foreign Subsidiaries). If (1) the Administrative Agent and all Term A Lenders and Revolving Credit Lenders consent to the addition of such Domestic Subsidiary as a Term A Borrower under the Term A Facility and a Revolving Credit Borrower under the Revolving Credit Facility and (2) the Administrative Agent and all Revolving Credit Lenders consent to the addition of such Foreign Subsidiary as a Revolving Credit Borrower under the Revolving Credit Facility, in each case, such Subsidiary shall be required to execute and deliver to the Administrative Agent a Borrower Joinder Agreement and shall take all action in connection therewith (a) if such Borrower is a Domestic Subsidiary, as would otherwise have been required to cause the Collateral and Guaranty Requirements and the requirements set forth in Section 6.11 to be satisfied as if such Subsidiary had been a Loan Party on the Restatement Date and (b) if such Borrower is a Foreign Subsidiary, as are deemed reasonably necessary by the Administrative Agent to provide that the Obligations of such additional Borrower be, to the extent permitted by law, guaranteed and secured on terms no less favorable than those contained in the Collateral and Guaranty Requirements and, in the case of each of clauses (a) and (b), shall deliver to the Administrative Agent such Organization Documents, resolutions, certificates, legal opinions, lien searches and other information (including information to allow the Administrative Agent and the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the Act) and documents as the Administrative Agent shall reasonably request. Any Subsidiary that becomes a party to this Agreement pursuant to this Section 1.09 shall thereupon be deemed for all purposes to be a Revolving Credit Borrower under the Revolving Credit Facility hereunder and/or a Term A Borrower under the Term A Facility hereunder, as applicable. Notwithstanding anything in Section 11.01(a) to the contrary, each Borrower Joinder Agreement may, without the consent of any other Lenders (but subject to the approval by the Lenders to the addition of such U.S. Borrower or the approval by the Revolving Credit Lenders to the addition of such Foreign Borrower), effect such amendments to this Agreement and the other Loan Documents as an additional Borrower with the ability to request and receive Extensions of Credit from the Lenders (each, a “Subsidiary Borrower”). No more than five (5) requests shall be delivered during the term of this Agreement. Each such request shall be delivered in writing to the Administrative Agent and the Lenders and shall specify the name of such Subsidiary, such Subsidiary’s jurisdiction of organization, the Tranche under which such Subsidiary would be able to request and receive Extensions of Credit from the Lenders, and the Business Day on which the CHAR2\1566724v8 Borrower would like such joinder to be given effect. Such request shall be delivered at least thirty (30) days prior to the date on which the Borrower wishes to join such Subsidiary Borrower hereto. The Administrative Agent and the Lenders, subsequent to their receipt of such request, may take ask the Borrower for additional information related to the proposed Subsidiary Borrower in their respective reasonable discretion. Taxes resulting from payments to any Lender by any such Subsidiary Borrower shall not be treated as Indemnified Taxes to the extent that Taxes resulting from such payment would have been Excluded Taxes if such payments had been made by the Borrower. In addition, no Lender shall be required to make Extensions of Credit to such Subsidiary Borrower if such Lender shall have given notice to the Administrative Agent and the Borrower within fifteen (15) Business Days after its receipt of the request to join such Subsidiary Borrower hereto that such Lender has determined in good faith that it would be subject, in making Extensions of Credit to such Subsidiary Borrower, to (i) regulatory or legal limitations or restrictions, (ii) material internal operations burdens or (iii) material financial disadvantage arising out of or attributable to the location or jurisdiction of organization of such Subsidiary Borrower or the nature of its activities. If all of the Lenders under the applicable Tranche inform the Administrative Agent and the Borrower that they are subject to such regulatory, legal or other burdens or limitations and restrictions or are otherwise disadvantaged as described above, then such Subsidiary Borrower shall not be joined hereto. If only a subset of the Lenders are unable to make Extensions of Credit to such Subsidiary Borrower as a result of the foregoing, then the Administrative Agent shall have the right to adjust (including, without limitation, further tranching hereof) the provisions of Article II and the other terms and conditions of this Agreement as it may reasonably determine to enable the Lenders that are able to make Extensions of Credit to such Subsidiary Borrower without becoming subject to any such regulatory or any legal restriction or limitation or such burden or financial disadvantage, and without causing the Borrower or any Subsidiary Borrower to incur any such disadvantages of its own (including any such disadvantage in the form of amendments being required to indemnify Lenders for withholding payments including Taxes), to make Extensions of Credit available to such Subsidiary Borrower on a non‑pro rata basis with Lenders that are not so able, with such adjustments to be made in a manner that, to the extent practicable, are reasonably equitable to all the Lenders. In order to join a Subsidiary Borrower hereto, the Borrower shall cause the delivery of the following to the Administrative Agent and restatementsthe Lenders at least ten (10) as may Business Days prior to the date on which the Borrower has requested that such joinder be necessary or appropriategiven effect: (i) a joinder agreement executed by the Borrower, in the opinion of applicable Subsidiary Borrower and the Administrative Agent, in form and substance reasonably acceptable to effect each of them, pursuant to which such Subsidiary Borrower shall agree to be bound by the provisions terms and conditions hereof and shall be entitled to request and receive Extensions of Credit hereunder; (ii) appropriate Notes made by such Subsidiary Borrower in favor of the applicable Lenders; (iii) organizational documents, resolutions, incumbency certificates and other similar corporate documents in respect of such Subsidiary Borrower, each in form and substance reasonably acceptable to the Administrative Agent, (iv) opinions of counsel for the Subsidiary Borrower in form and substance reasonably acceptable to the Administrative Agent; (v) documentation and other information reasonably requested by the Lenders or the Administrative Agent under applicable “know your customer” and anti‑money laundering rules and regulations, including the Patriot Act; (vi) no‑default certificates, borrowing requests and other similar deliverables as required for the Borrower under Sections 5.1 and 5.2; and (vii) such other agreements, documents and instruments reasonably requested by the Administrative Agent. Upon satisfaction of the requirements set forth in this Section 2.9, the applicable Subsidiary Borrower shall for all purposes of this Section 1.09, includingAgreement be a party to this Agreement. The Borrower and the Administrative Agent may enter into an amendment hereto, in the case form and substance reasonably acceptable to each of the addition of a Foreign Borrowerthem, amendments limiting the amount available to be borrowed by such Foreign Borrower and any other Foreign Borrower organized in the same jurisdiction (it being understood that entities formed under the laws of different states, provinces or other localities of the same country as that of a Borrower shall be considered to be of the same jurisdiction as such Foreign Subsidiary) to a specified U.S. Dollar Equivalent of any Alternative Currency, or to give further effect any other amendments that shall give effect to any conditions associated with the consent of the appropriate Lenders to the addition of such U.S. Subsidiary Borrower hereto, and the Lenders authorize the Administrative Agent to enter into such an amendment; provided, however, that such amendment shall be technical and ministerial in nature and shall be focused solely on appropriately inserting the Subsidiary Borrower into this Agreement and the other Loan Documents. The Borrower shall guarantee the Obligations of each Subsidiary Borrower on terms and conditions reasonably acceptable to the Administrative Agent. Each Subsidiary that is or Foreign Borrowerbecomes a Subsidiary Borrower pursuant hereto hereby CHAR2\1566724v8 irrevocably appoints the Borrower as its agent for all purposes relevant to this Agreement and each related document, including service of process. For the avoidance of doubt, Domestic Subsidiaries no Lender shall be required to make any Extensions of Holdings that become Borrowers pursuant Credit to this Section 1.09 shall become Borrowers under both the Revolving Credit Facility and the Term A Facility, and Foreign Subsidiaries any Subsidiary Borrower if in contravention of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers solely under the Revolving Credit FacilityApplicable Laws.

Additional Borrowers. Holdings The Parent Borrower may from time to time request that (x) one or more additional Domestic Subsidiaries be added as Borrowers under the Term A Facility and the Revolving Credit Facility and/or (y) one or more additional Foreign Subsidiaries be added as Borrowers under the Revolving Credit Facility, in each case, which request shall be subject to the approval of the Administrative Agent and each of the Term A Lenders and Revolving Credit Lenders (in the case of such Domestic Subsidiaries) or the Administrative Agent and each of the Revolving Credit Lenders (in the case of such Foreign Subsidiaries). If (1) the Administrative Agent and all Term A Lenders and Revolving Credit Lenders consent to the addition of such Domestic designate any wholly-owned Restricted Subsidiary as a Term A Borrower under any Revolving Commitments, any Incremental Facility or any Specified Refinancing Debt (an “Additional Borrower”); provided that unless such Borrower is incorporated or formed in a jurisdiction in which any other current Borrower is incorporated or formed, the Term A Facility jurisdiction of such Additional Borrower shall be reasonably acceptable to each applicable Lender. Such wholly-owned Restricted Subsidiary shall become an Additional Borrower and a Revolving Credit Borrower under the Revolving Credit Facility and (2) the Administrative Agent and all Revolving Credit Lenders consent party to the addition of such Foreign Subsidiary as a Revolving Credit Borrower under the Revolving Credit Facility, in each case, such Subsidiary shall be required to execute and deliver this Agreement by delivering to the Administrative Agent a an Additional Borrower Joinder Agreement Joinder, and all references to the “Borrowers” shall take all action in connection therewith also include such Additional Borrower, as applicable, upon (a) if the receipt by the Administrative Agent of (x) documentation consistent in scope with the documentation delivered in respect of the Borrowers 190 on the Restatement Effective Date and (y) a certificate from the Parent Borrower and such Additional Borrower is a Domestic Subsidiarycertifying that as of the date of such joinder, as would otherwise have been required to cause the Collateral and Guaranty Requirements and the requirements conditions set forth in Section 6.11 to be satisfied as if such Subsidiary had been a Loan Party on the Restatement Date 4.02(a) and (b) shall be met as if a Borrowing were to occur on such Borrower is a Foreign Subsidiary, as are deemed reasonably necessary by the Administrative Agent to provide that the Obligations of such additional Borrower be, to the extent permitted by law, guaranteed and secured on terms no less favorable than those contained in the Collateral and Guaranty Requirements and, in the case of each of clauses (a) date and (b), shall deliver to the Administrative Agent such Organization Documents, resolutions, certificates, legal opinions, lien searches and other information (including information to allow the Administrative Agent and ) the Lenders to comply being provided with applicable “know your customer” and anti-money laundering rules and regulations, including the Actthirty (30) and documents Business Days’ prior notice (or such shorter period of time as the Administrative Agent shall reasonably request. Any Subsidiary that becomes a party agree) of any Additional Borrower being proposed to this Agreement be added pursuant to this Section 1.09 shall thereupon 10.20. This Agreement may be deemed for all purposes amended as necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower to effect the provisions of or be a Revolving Credit Borrower under the Revolving Credit Facility hereunder and/or a Term A Borrower under the Term A Facility hereunder, as applicableconsistent with this Section 10.20. Notwithstanding anything in Section 11.01(a) any other provision of this Agreement to the contrarycontrary (including Section 10.02), each Borrower Joinder Agreement mayany such deemed amendment may be memorialized in writing by the Administrative Agent with the Parent Borrower’s consent, but without the consent of any other Lenders (but subject other than with respect to such Lender’s approval of an Additional Borrower’s jurisdiction of incorporation or formation as set forth above), and furnished to the approval by the Lenders to the addition of such U.S. Borrower or the approval by the Revolving Credit Lenders to the addition of such Foreign Borrower), effect such amendments to this Agreement and the other Loan Documents (which may take the form of amendments and restatements) as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 1.09, including, in the case of the addition of a Foreign Borrower, amendments limiting the amount available to be borrowed by such Foreign Borrower and any other Foreign Borrower organized in the same jurisdiction (it being understood that entities formed under the laws of different states, provinces or other localities of the same country as that of a Borrower shall be considered to be of the same jurisdiction as such Foreign Subsidiary) to a specified U.S. Dollar Equivalent of any Alternative Currency, or to effect any other amendments that shall give effect to any conditions associated with the consent of the appropriate Lenders to the addition of such U.S. Borrower or Foreign Borrower. For the avoidance of doubt, Domestic Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers under both the Revolving Credit Facility and the Term A Facility, and Foreign Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers solely under the Revolving Credit Facilityparties hereto.

Additional Borrowers. Holdings may from time to time request that (x) one or more additional Domestic Subsidiaries be added as Borrowers under the Term A Facility, a Term B Facility and the Revolving Credit Facility and/or (y) one or more additional Foreign Subsidiaries be added as Borrowers under the Revolving Credit Facility, in each case, which request shall be subject to the approval of the Administrative Agent and each of the Term A Lenders, Term B Lenders and Revolving Credit Lenders (in the case of such Domestic Subsidiaries) or the Administrative Agent and each of the Revolving Credit Lenders (in the case of such Foreign Subsidiaries). If (1) the Administrative Agent and all Term A Lenders. Term B Lenders and Revolving Credit Lenders consent to the addition of such Domestic Subsidiary as a Term A Borrower under the Term A Facility, as a Term B Borrower under a Term B Facility and a Revolving Credit Borrower under the Revolving Credit Facility and (2) the Administrative Agent and all Revolving Credit Lenders consent to the addition of such Foreign Subsidiary as a Revolving Credit Borrower under the Revolving Credit Facility, in each case, such Subsidiary shall be required to execute and deliver to the Administrative Agent a Borrower Joinder Agreement and shall take all action in connection therewith (a) if such Borrower is a Domestic Subsidiary, as would otherwise have been required to cause the Collateral and Guaranty Requirements and the requirements set forth in Section 6.11 to be satisfied as if such Subsidiary had been a Loan Party on the Restatement Date and (b) if such Borrower is a Foreign Subsidiary, as are deemed reasonably necessary by the Administrative Agent to provide that the Obligations of such additional Borrower be, to the extent permitted by law, guaranteed and secured on terms no less favorable than those contained in the Collateral and Guaranty Requirements and, in the case of each of clauses (a) and (b), shall deliver to the Administrative Agent such Organization Documents, resolutions, certificates, legal opinions, lien searches and other information (including information to allow the Administrative Agent and the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the Act) and documents as the Administrative Agent shall reasonably request. Any Subsidiary that becomes a party to this Agreement pursuant to this Section 1.09 shall thereupon be deemed for all purposes to be a Revolving Credit Borrower under the Revolving Credit Facility hereunder and/or a Term A Borrower under the Term A Facility hereunder, and/or a Term B Borrower under a Term B Facility hereunder as applicable. Notwithstanding anything in Section 11.01(a) to the contrary, each Borrower Joinder Agreement may, without the consent of any other Lenders (but subject to the approval by the Lenders to the addition of such U.S. Borrower or the approval by the Revolving Credit Lenders to the addition of such Foreign Borrower), effect such amendments to this Agreement and the other Loan Documents (which may take the form of amendments and restatements) as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 1.09, including, in the case of the addition of a Foreign Borrower, amendments limiting the amount available to be borrowed by such Foreign Borrower and any other Foreign Borrower organized in the same jurisdiction (it being understood that entities formed under the laws of different states, provinces or other localities of the same country as that of a Borrower shall be considered to be of the same jurisdiction as such Foreign Subsidiary) to a specified U.S. Dollar Equivalent of any Alternative Currency, or to effect any other amendments that shall give effect to any conditions associated with the consent of the appropriate Lenders to the addition of such U.S. Borrower or Foreign Borrower. For the avoidance of doubt, Domestic Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers under both each of the Revolving Credit Facility and Facility, the Term A Facility and a Term B Facility, as applicable, and Foreign Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers solely under the Revolving Credit Facility.

Additional Borrowers. Holdings Subject to Section 8.14, Centuri may at any time, upon not less than fifteen (15) Business Days’ notice from time Centuri to time request that (x) one or more additional Domestic Subsidiaries be added as Borrowers under the Term A Facility and the Revolving Credit Facility and/or (y) one or more additional Foreign Subsidiaries be added as Borrowers under the Revolving Credit Facility, in each case, which request shall be subject to the approval of the Administrative Agent and each of the Term A Lenders and Revolving Credit Lenders (in the case of such Domestic Subsidiaries) or the Administrative Agent and each of the Revolving Credit Lenders (in the case of such Foreign Subsidiaries). If (1) the Administrative Agent and all Term A Lenders and Revolving Credit Lenders consent to the addition of such Domestic Subsidiary as a Term A Borrower under the Term A Facility and a Revolving Credit Borrower under the Revolving Credit Facility and (2) the Administrative Agent and all Revolving Credit Lenders consent to the addition of such Foreign Subsidiary as a Revolving Credit Borrower under the Revolving Credit Facility, in each case, such Subsidiary shall be required to execute and deliver to the Administrative Agent a Borrower Joinder Agreement and shall take all action in connection therewith (a) if such Borrower is a Domestic Subsidiary, as would otherwise have been required to cause the Collateral and Guaranty Requirements and the requirements set forth in Section 6.11 to be satisfied as if such Subsidiary had been a Loan Party on the Restatement Date and (b) if such Borrower is a Foreign Subsidiary, as are deemed reasonably necessary by the Administrative Agent to provide that the Obligations of such additional Borrower be, to the extent permitted by law, guaranteed and secured on terms no less favorable than those contained in the Collateral and Guaranty Requirements and, in the case of each of clauses (a) and (b), shall deliver to the Administrative Agent such Organization Documents, resolutions, certificates, legal opinions, lien searches and other information (including information to allow the Administrative Agent and the Lenders (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), request that a Wholly-Owned US Subsidiary or Wholly- Owned Canadian Subsidiary (each, an “Applicant Borrower”) be designated as an Additional Borrower to receive Loans and request Letters of Credit hereunder by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit I (an “Additional Borrower Request and Assumption Agreement”); provided that no US Subsidiary or Canadian Subsidiary may be designated as an Additional Borrower without the consent of each Revolving Credit Lender unless such US Subsidiary or Canadian Subsidiary is already a US Subsidiary Guarantor or Canadian Subsidiary Guarantor, as applicable. The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the Credit Facilities, the Administrative Agent and the Lenders shall have received such supporting Security Documents, supplements to the Loan Documents, resolutions, incumbency certificates, opinions of counsel, all documentation and other information in order to comply with requirements of any Anti-Money Laundering Laws including, without limitation, the PATRIOT Act and any applicable “know your customer” and anti-money laundering rules and regulations, including Beneficial Ownership Certification and other documents or information, in form, content and scope reasonably satisfactory to the Act) Administrative Agent, as may be required by the Administrative Agent or the Lenders in their sole discretion, and Notes signed by such new Borrowers to the extent any Lenders so require. If the Administrative Agent and the Lenders agree that an Applicant Borrower shall be entitled to receive Loans and request Letters of Credit hereunder, then promptly following receipt of all such requested documents as and information described above, the Administrative Agent shall reasonably request. Any Subsidiary send a notice in substantially the form of Exhibit J (an “Additional Borrower Notice”) to Centuri and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute an Additional Borrower for purposes hereof, whereupon each of the Lenders agrees to permit such Additional Borrower to receive Loans and request Letters of Credit hereunder, on the terms and conditions set forth herein, and each of the parties agrees that becomes such Additional Borrower otherwise shall be a party to this Agreement pursuant to this Section 1.09 shall thereupon be deemed Borrower for all purposes to of this Agreement; provided that no Notice of Borrowing or Letter of Credit Application may be a Revolving Credit Borrower under the Revolving Credit Facility hereunder and/or a Term A Borrower under the Term A Facility hereunder, as applicable. Notwithstanding anything in Section 11.01(a) to the contrary, each Borrower Joinder Agreement may, without the consent of any other Lenders (but subject to the approval submitted by the Lenders to the addition or on behalf of such U.S. Additional Borrower or until the approval by the Revolving Credit Lenders to the addition of date five (5) Business Days after such Foreign Borrower), effect such amendments to this Agreement and the other Loan Documents (which may take the form of amendments and restatements) as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 1.09, including, in the case of the addition of a Foreign Borrower, amendments limiting the amount available to be borrowed by such Foreign Borrower and any other Foreign Borrower organized in the same jurisdiction (it being understood that entities formed under the laws of different states, provinces or other localities of the same country as that of a Borrower shall be considered to be of the same jurisdiction as such Foreign Subsidiary) to a specified U.S. Dollar Equivalent of any Alternative Currency, or to effect any other amendments that shall give effect to any conditions associated with the consent of the appropriate Lenders to the addition of such U.S. Borrower or Foreign Borrower. For the avoidance of doubt, Domestic Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers under both the Revolving Credit Facility and the Term A Facility, and Foreign Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers solely under the Revolving Credit Facilityeffective date.

Additional Borrowers. Holdings (a) Notwithstanding anything in Section 11.12 to the contrary, following the Closing Date, the Borrower may from time to time request that (xi) one or more Eligible Subsidiaries pursuant to clause (a)(i) of the definition thereof be added as an additional Domestic Borrower under the Revolving Facility or (ii) one or more Eligible Subsidiaries be added as Borrowers an additional Borrower under the Delayed Draw Term A Loan Facility, an Incremental Facility and the Revolving Credit Facility and/or (y) one or more additional Foreign Subsidiaries be added as Borrowers under the Revolving Credit a Refinancing Facility, in each case, which request shall be subject by delivering to the approval of the Administrative Agent an Additional Borrower Agreement executed by such Eligible Subsidiary and each the Borrower. Such Eligible Subsidiary shall for all purposes of this Agreement be a Borrower hereunder no earlier than the Term A latest of (a) ten (10) Business Days (or such shorter period as the Administrative Agent may in its discretion agree) after delivery of such Additional Borrower Agreement, (b) receipt by the Lenders and Revolving Credit Lenders (in the case Administrative Agent of such Domestic Subsidiaries) documentation and other information reasonably requested by the Lenders or the Administrative Agent and each for purposes of the Revolving Credit Lenders (in the case of such Foreign Subsidiaries). If (1) the Administrative Agent and complying with all Term A Lenders and Revolving Credit Lenders consent to the addition of such Domestic Subsidiary as a Term A Borrower under the Term A Facility and a Revolving Credit Borrower under the Revolving Credit Facility and (2) the Administrative Agent and all Revolving Credit Lenders consent to the addition of such Foreign Subsidiary as a Revolving Credit Borrower under the Revolving Credit Facility, in each case, such Subsidiary shall be required to execute and deliver to the Administrative Agent a Borrower Joinder Agreement and shall take all action in connection therewith (a) if such Borrower is a Domestic Subsidiary, as would otherwise have been required to cause the Collateral and Guaranty Requirements and the requirements set forth in Section 6.11 to be satisfied as if such Subsidiary had been a Loan Party on the Restatement Date and (b) if such Borrower is a Foreign Subsidiary, as are deemed reasonably necessary by the Administrative Agent to provide that the Obligations of such additional Borrower be, to the extent permitted by law, guaranteed and secured on terms no less favorable than those contained in the Collateral and Guaranty Requirements and, in the case of each of clauses (a) and (b), shall deliver to the Administrative Agent such Organization Documents, resolutions, certificates, legal opinions, lien searches and other information (including information to allow the Administrative Agent and the Lenders to comply with applicable “know your customer” or other similar checks under all applicable laws and anti-money laundering rules and regulations, including regulations provided that there has been no written objection submitted by any of the Act) and documents as Lenders or the Administrative Agent shall reasonably request. Any Subsidiary that becomes a party to this Agreement pursuant to this Section 1.09 shall thereupon be deemed for all purposes to be a Revolving Credit within five (5) Business Days of the date of receipt of such documentation and other information and (c) if the applicable Additional Borrower is organized or incorporated in or under the Revolving Credit Facility hereunder and/or laws of, or for applicable Tax purposes is resident of or treated as engaged in a Term A Borrower trade or business in, any jurisdiction other than a jurisdiction in or under the Term A Facility hereunder, as applicable. Notwithstanding anything in Section 11.01(a) laws of which at least one of the then-existing Borrowers is organized or incorporated on the date such Additional Borrower Agreement is delivered to the contraryAdministrative Agent, each Borrower Joinder Agreement may, without the consent of any other Lenders (but subject to the approval receipt by the Lenders to and the addition Administrative Agent of such U.S. Borrower or the approval by the Revolving Credit Lenders to the addition an amendment of such Foreign Borrower), effect such amendments to this Agreement (which may include, without limitation, Section 3.02 and the definition of “Excluded Taxes”) and the other Loan Documents (to include such Subsidiary as an Additional Borrower hereunder, which may take the form of amendments and restatements) amendment must be as may be necessary or appropriate, in the opinion of mutually agreed by the Administrative Agent, to effect the provisions of this Section 1.09, including, in the case of the addition of a Foreign Borrower, amendments limiting the amount available to be borrowed by such Foreign applicable Additional Borrower and each Lender (provided that no such amendment shall materially adversely affect the rights of any other Foreign Borrower organized in the same jurisdiction Lender that has not consented to such amendment); provided that (it being understood that entities formed under the laws of different states, provinces or other localities of the same country as that of a x) each Additional Borrower shall also be considered to a Guarantor and (y) neither the Administrative Agent nor any Lender shall be of the same jurisdiction as such Foreign Subsidiary) to a specified U.S. Dollar Equivalent of any Alternative Currency, or to effect any other amendments that shall give effect to any conditions associated with the consent of the appropriate Lenders to materially adversely affected by the addition of such U.S. Borrower or Foreign Additional Borrower. For Any obligations in respect of borrowings by any Borrower under this Agreement will constitute “Obligations” for all purposes of the avoidance Loan Documents. Promptly following receipt of doubt, Domestic Subsidiaries of Holdings that become Borrowers pursuant any Additional Borrower Agreement the Administrative Agent shall send a copy thereof to this Section 1.09 shall become Borrowers under both the Revolving Credit Facility and the Term A Facility, and Foreign Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers solely under the Revolving Credit Facilityeach Lender.

Additional Borrowers. Holdings may (a) After the Signing Date, the Parent Guarantor may, upon not less than five (5) Business Days’ notice from time to time request that (x) one or more additional Domestic Subsidiaries be added as Borrowers under the Term A Facility and the Revolving Credit Facility and/or (y) one or more additional Foreign Subsidiaries be added as Borrowers under the Revolving Credit Facility, in each case, which request shall be subject to the approval of the Administrative Agent and each of the Term A Lenders and Revolving Credit Lenders (in the case of such Domestic Subsidiaries) or the Administrative Agent and each of the Revolving Credit Lenders (in the case of such Foreign Subsidiaries). If (1) the Administrative Agent and all Term A Lenders and Revolving Credit Lenders consent to the addition of such Domestic Subsidiary as a Term A Borrower under the Term A Facility and a Revolving Credit Borrower under the Revolving Credit Facility and (2) the Administrative Agent and all Revolving Credit Lenders consent to the addition of such Foreign Subsidiary as a Revolving Credit Borrower under the Revolving Credit Facility, in each case, such Subsidiary shall be required to execute and deliver Parent Guarantor to the Administrative Agent a Borrower Joinder Agreement and shall take all action in connection therewith (a) if or such Borrower is a Domestic Subsidiary, shorter period as would otherwise have been required to cause the Collateral and Guaranty Requirements and the requirements set forth in Section 6.11 to may be satisfied as if such Subsidiary had been a Loan Party on the Restatement Date and (b) if such Borrower is a Foreign Subsidiary, as are deemed reasonably necessary agreed by the Administrative Agent to provide that in its sole discretion) designate Kodiak Oil & Gas (USA) Inc. and Holdco (US) (each an “Additional Borrower”) as a borrower under one or more of the Obligations of such additional Borrower be, to the extent permitted Facilities by law, guaranteed and secured on terms no less favorable than those contained in the Collateral and Guaranty Requirements and, in the case of each of clauses (a) and (b), shall deliver delivery to the Administrative Agent of an Additional Borrower Supplement in substantially the form attached hereto as Exhibit J executed by such Organization DocumentsRestricted Subsidiary and the Parent Guarantor, resolutionswhich shall specify the Facilities under which such Additional Borrower shall become a borrower. As soon as practicable upon receipt of such an Additional Borrower Supplement, certificatesthe Administrative Agent will deliver a copy thereof to each Lender under the applicable Facility. The parties hereto acknowledge and agree that prior to any Additional Borrower becoming entitled to utilize the credit facilities provided for herein, legal opinions, lien searches and other information (including information to allow the Administrative Agent and the Lenders under the applicable Facility shall have received such supporting resolutions, incumbency certificates, opinions of counsel, if applicable hereunder, Security Instruments and other documents or information (including, without limitation, information required by regulatory authorities with respect to comply with such Additional Borrowers under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act) and documents as , that has been reasonably requested by the Administrative Agent shall reasonably request. Any Subsidiary that becomes a party to this Agreement pursuant to this Section 1.09 shall thereupon be deemed for all purposes to be a Revolving Credit Borrower under or the Revolving Credit Facility hereunder and/or a Term A Borrower under the Term A Facility hereunderLenders, as applicable. Notwithstanding anything applicable (the “Patriot Act Information”)), in Section 11.01(a) each case, in form, content and scope reasonably satisfactory to the contrary, each Borrower Joinder Agreement may, without the consent of any other Lenders Administrative Agent (but subject to the approval by the Lenders to the addition of such U.S. Borrower or the approval by the Revolving Credit Lenders to the addition of such Foreign Borrower), effect such amendments to this Agreement and the other Loan Documents (which may take the form of amendments and restatements) as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 1.09, including, in the case of the addition Patriot Act Information, the Administrative Agent and each Lender), as may reasonably be required by the Administrative Agent, and Notes signed by such Additional Borrower to the extent any Lenders so require. Promptly following receipt of all such requested resolutions, incumbency certificates, opinions of counsel, if applicable hereunder, Security Instruments and other documents or information, the Administrative Agent shall send a Foreign notice to the Parent Guarantor and the Lenders under such Facility specifying the effective date upon which the Additional Borrower shall constitute an Additional Borrower for purposes hereof (with each reference herein to the “Borrower” deemed to include such Additional Borrower, amendments limiting as the amount available to context requires), whereupon each of the Lenders under such Facility agrees that such Additional Borrower shall for all purposes of this Agreement be borrowed by such Foreign an Additional Borrower and any other Foreign Borrower organized in the same jurisdiction (it being understood that entities formed under the laws of different states, provinces or other localities of the same country as that of a Borrower shall be considered to be of the same jurisdiction as such Foreign Subsidiary) to a specified U.S. Dollar Equivalent of any Alternative Currency, or to effect any other amendments that shall give effect to any conditions associated with the consent of the appropriate Lenders to the addition of such U.S. Borrower or Foreign Borrower. For the avoidance of doubt, Domestic Subsidiaries of Holdings that become Borrowers pursuant requested Facilities and party to this Section 1.09 shall become Borrowers under both the Revolving Credit Facility and the Term A Facility, and Foreign Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers solely under the Revolving Credit FacilityAgreement (until its status as a borrower is terminated in accordance with clause (b) below).

Additional Borrowers. Holdings The Parent may from time to time request that (x) one or more additional Domestic Subsidiaries be added as Borrowers under the Term A Facility and the Revolving Credit Facility and/or (y) one or more additional Foreign Subsidiaries be added as Borrowers under the Revolving Credit Facility, in each case, which request shall be subject to the approval of the Administrative Agent and each of the Term A Lenders and Revolving Credit Lenders (in the case of such Domestic Subsidiaries) or the Administrative Agent and each of the Revolving Credit Lenders (in the case of such Foreign Subsidiaries). If (1) the Administrative Agent and all Term A Lenders and Revolving Credit Lenders consent to the addition of such Domestic designate any wholly-owned Restricted Subsidiary as a Term A Borrower under any Revolving Commitments or any Incremental Facility (an “Additional Borrower”); provided that unless such Borrower is incorporated or formed in a jurisdiction in which any other current Borrower is incorporated or formed, the Term A Facility jurisdiction of such Additional Borrower shall be reasonably acceptable to the applicable Lenders. Such wholly-owned Restricted Subsidiary shall become an Additional Borrower and a Revolving Credit Borrower under the Revolving Credit Facility and (2) the Administrative Agent and all Revolving Credit Lenders consent party to the addition of such Foreign Subsidiary as a Revolving Credit Borrower under the Revolving Credit Facility, in each case, such Subsidiary shall be required to execute and deliver this Agreement by delivering to the Administrative Agent a an Additional Borrower Joinder Agreement Joinder, and all references to the “Borrowers” shall take all action in connection therewith also include such Additional Borrower, as applicable, upon (a) if the receipt by the Administrative Agent of (x) documentation consistent in scope with the documentation delivered in respect of the Borrowers on the Escrow Date or the Closing Date and (y) a certificate from the Parent and such Additional Borrower is a Domestic Subsidiarycertifying that as of the date of such joinder, as would otherwise have been required to cause the Collateral and Guaranty Requirements and the requirements conditions set forth in Section 6.11 to be satisfied as if such Subsidiary had been a Loan Party on the Restatement Date 4.04(a) and (b) shall be met as if a Borrowing were to occur on such Borrower is a Foreign Subsidiary, as are deemed reasonably necessary by the Administrative Agent to provide that the Obligations of such additional Borrower be, to the extent permitted by law, guaranteed and secured on terms no less favorable than those contained in the Collateral and Guaranty Requirements and, in the case of each of clauses (a) date and (b), shall deliver to the Administrative Agent such Organization Documents, resolutions, certificates, legal opinions, lien searches and other information (including information to allow the Administrative Agent and ) the Lenders to comply being provided with applicable “know your customer” and anti-money laundering rules and regulations, including the Acttwenty (20) and documents Business Days’ prior notice (or such shorter period of time as the Administrative Agent shall reasonably request. Any Subsidiary that becomes a party agree) of any Additional Borrower being proposed to this Agreement be added pursuant to this Section 1.09 shall thereupon 10.18. This Agreement may be deemed for all purposes amended as necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent to effect the provisions of or be a Revolving Credit Borrower under the Revolving Credit Facility hereunder and/or a Term A Borrower under the Term A Facility hereunder, as applicableconsistent with this Section 10.18. Notwithstanding anything in Section 11.01(a) any other provision of this Agreement to the contrarycontrary (including Section 10.02), each Borrower Joinder Agreement mayany such deemed amendment may be memorialized in writing by the Administrative Agent with the Parent’s consent, but without the consent of any other Lenders (but subject other than with respect to the applicable Lender’s approval by the Lenders of an Additional Borrower’s jurisdiction of incorporation or formation as set forth above), and furnished to the addition of such U.S. Borrower or the approval by the Revolving Credit Lenders to the addition of such Foreign Borrower), effect such amendments to this Agreement and the other Loan Documents (which may take the form of amendments and restatements) as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 1.09, including, in the case of the addition of a Foreign Borrower, amendments limiting the amount available to be borrowed by such Foreign Borrower and any other Foreign Borrower organized in the same jurisdiction (it being understood that entities formed under the laws of different states, provinces or other localities of the same country as that of a Borrower shall be considered to be of the same jurisdiction as such Foreign Subsidiary) to a specified U.S. Dollar Equivalent of any Alternative Currency, or to effect any other amendments that shall give effect to any conditions associated with the consent of the appropriate Lenders to the addition of such U.S. Borrower or Foreign Borrower. For the avoidance of doubt, Domestic Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers under both the Revolving Credit Facility and the Term A Facility, and Foreign Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers solely under the Revolving Credit Facilityparties hereto.

Additional Borrowers. Holdings (a) Notwithstanding anything in Section 13.1 to the contrary, following the Closing Date, the Parent Borrower may from time to time request that (x) one or more additional Domestic of its Subsidiaries that is a Wholly-Owned Restricted Subsidiary and that is a U.S. Subsidiary be added as Borrowers an additional Borrower (the “Additional Revolving Borrower”) under the Term A Facility and the Revolving Credit Facility and/or (y) one or more additional Foreign Subsidiaries be added as Borrowers under the Revolving Credit Facility, in each case, which request shall be subject by delivering to the approval of the Administrative Agent an Additional Borrower Agreement executed by such Subsidiary and each the Parent Borrower. Such Subsidiary shall for all purposes of this Agreement be a Borrower hereunder no earlier than the Term A latest of (i) ten (10) Business Days (or such shorter period as the Administrative Agent may in its discretion agree) after delivery of such Additional Borrower Agreement; (ii) ten (10) Business Days after receipt by the Lenders and Revolving Credit Lenders (in the case Administrative Agent of such Domestic Subsidiaries) documentation and other information reasonably requested by the Lenders or the Administrative Agent for purposes of complying with all necessary “know your customer” or other similar checks under all applicable laws and each regulations provided that there has been no written objection submitted by any of the Revolving Credit Lenders or the Administrative Agent within ten (in 10) Business Days of the case date of receipt of such Foreign Subsidiariesdocumentation and other information; and (iii) if the applicable Additional Revolving Borrower is organized or incorporated in or under the laws of, or for applicable Tax purposes is resident of or treated as engaged in a trade or business in, any jurisdiction other than a jurisdiction in or under the laws of which at least one then-existing Borrower is organized or incorporated as of the date the Additional Borrower Agreement is delivered to the Administrative Agent, the date of the effectiveness of an amendment of this Agreement, which amendment must be as mutually agreed by the Administrative Agent, the Parent Borrower, such Additional Revolving Borrower and each affected Lender (including any amendment to applicable Tax provisions). If ; provided that (1x) each Additional Revolving Borrower shall also be a Guarantor and (y) the Administrative Agent shall have received (A) all documents, updated schedules, instruments, certificates and agreements, and all Term A Lenders other actions and information, then required by or in respect of such Additional Revolving Borrower by Section 9.11 or by the Security Documents (without giving effect to any grace periods for delivery of such items, the updating of such information or the taking of such actions) and (B) documentation reasonably satisfactory to the Administrative Agent pursuant to which each then-existing Borrower and Guarantor unconditionally Guarantees the Borrowings of the Additional Revolving Borrower on terms substantially consistent with the Guarantors’ Guarantee of the Parent Borrower’s obligations hereunder. Any obligations in respect of borrowings by any Borrower under this Agreement will constitute “Obligations” for all purposes of the Credit Lenders consent Documents. Promptly following receipt of any Additional Borrower Agreement, the Administrative Agent shall send a copy thereof to each Lender. As set forth in Section 1.13, the foregoing procedures shall apply (mutatis mutandis) with respect to the addition of a “borrower” with respect to New Term Loans and New Term Loan Commitments, substituting such Domestic Subsidiary as a New Term A Borrower under the Term A Facility Loan Lender and a Revolving Credit Borrower under the Revolving Credit Facility and (2) the Administrative Agent and all Revolving Credit Lenders as the applicable consent to the addition parties for purposes of such Foreign Subsidiary as a Revolving Credit Borrower under the Revolving Credit Facility, in each case, such Subsidiary shall be required to execute and deliver to the Administrative Agent a Borrower Joinder Agreement and shall take all action in connection therewith (a) if such Borrower is a Domestic Subsidiary, as would otherwise have been required to cause the Collateral and Guaranty Requirements and the requirements set forth in Section 6.11 to be satisfied as if such Subsidiary had been a Loan Party on the Restatement Date and (b) if such Borrower is a Foreign Subsidiary, as are deemed reasonably necessary by the Administrative Agent to provide that the Obligations of such additional Borrower be, to the extent permitted by law, guaranteed and secured on terms no less favorable than those contained in the Collateral and Guaranty Requirements and, in the case of each of clauses (a) and (b), shall deliver to the Administrative Agent such Organization Documents, resolutions, certificates, legal opinions, lien searches and other information (including information to allow the Administrative Agent and the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the Act) and documents as the Administrative Agent shall reasonably request. Any Subsidiary that becomes a party to this Agreement pursuant to this Section 1.09 shall thereupon be deemed for all purposes to be a Revolving Credit Borrower under the Revolving Credit Facility hereunder and/or a Term A Borrower under the Term A Facility hereunder, as applicable. Notwithstanding anything in Section 11.01(a) to the contrary, each Borrower Joinder Agreement may, without the consent of any other Lenders (but subject to the approval by the Lenders to the addition of such U.S. Borrower or the approval by the Revolving Credit Lenders to the addition of such Foreign Borrower), effect such amendments to this Agreement and the other Loan Documents (which may take the form of amendments and restatements) as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 1.09, including, in the case of the addition of a Foreign Borrower, amendments limiting the amount available to be borrowed by such Foreign Borrower and any other Foreign Borrower organized in the same jurisdiction (it being understood that entities formed under the laws of different states, provinces or other localities of the same country as that of a Borrower shall be considered to be of the same jurisdiction as such Foreign Subsidiary) to a specified U.S. Dollar Equivalent of any Alternative Currency, or to effect any other amendments that shall give effect to any conditions associated with the consent of the appropriate Lenders to the addition of such U.S. Borrower or Foreign Borrower. For the avoidance of doubt, Domestic Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers under both the Revolving Credit Facility and the Term A Facility, and Foreign Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers solely under the Revolving Credit Facilitysimilar checks.

Additional Borrowers. Holdings Notwithstanding anything in Section 11.07 to the contrary, following the Closing Date, the Administrative Borrower may from time to time request that (x) one or more additional wholly-owned Domestic Subsidiaries of the Company (other than AHS East Texas or and Subsidiary of AHS East Texas) that (ii) owns assets that are or that it desires to be included in the Legacy Borrowing Base be added as Borrowers an additional Legacy Borrower under the Term A Legacy Credit Facility by delivering to the Administrative Agent an Additional Legacy Borrower Agreement executed by such Subsidiary and the Revolving Credit Facility and/or Administrative Borrower and (y) one or more additional Foreign Wholly-Owned Domestic Subsidiaries of AHS East Texas that owns assets that are or that it desires to be included in the ETMC Borrowing Base be added as Borrowers an Additional ETMC Borrower under the Revolving ETMC Credit Facility, in each case, which request shall be subject Facility by delivering to the approval Administrative Agent an Additional ETMC Borrower Agreement executed by such Subsidiary and the Administrative Borrower. The assets of such Subsidiary that shall become an Additional Legacy Borrower or an Additional ETMC Borrower shall not be included in the Legacy Borrowing Base or ETMC Borrowing Base, as applicable, until the Administrative Agent and each of the Term A Lenders Collateral Agent shall have received and Revolving Credit Lenders (in the case of be reasonably satisfied with a Field Exam on such Domestic Subsidiaries) or the Administrative Agent and each of the Revolving Credit Lenders (in the case of such Foreign Subsidiaries). If (1) the Administrative Agent and all Term A Lenders and Revolving Credit Lenders consent assets from an examiner reasonably acceptable to the addition of such Domestic Subsidiary as a Term A Borrower under the Term A Facility and a Revolving Credit Borrower under the Revolving Credit Facility and (2) the Administrative Agent and all Revolving Credit Lenders consent to the addition of such Foreign Subsidiary as a Revolving Credit Borrower under the Revolving Credit Facility, in each case, such Subsidiary shall be required to execute and deliver to the Administrative Agent a Borrower Joinder Agreement and shall take all action in connection therewith (a) if such Borrower is a Domestic Subsidiary, as would otherwise have been required to cause the Collateral and Guaranty Requirements and the requirements set forth in Section 6.11 to be satisfied as if such Subsidiary had been a Loan Party on the Restatement Date and (b) if such Borrower is a Foreign Subsidiary, as are deemed reasonably necessary by the Administrative Agent to provide that the Obligations of such additional Borrower be, to the extent permitted by law, guaranteed and secured on terms no less favorable than those contained in the Collateral and Guaranty Requirements and, in the case of each of clauses (a) and (b), shall deliver to the Administrative Agent such Organization Documents, resolutions, certificates, legal opinions, lien searches and other information (including information to allow the Administrative Agent and the Collateral Agent. Such Subsidiary shall for all purposes of this Agreement be a Legacy Borrower or an ETMC Borrower hereunder after the latest of (i) five (5) Business Days (or such shorter period as the Administrative Agent shall agree) after delivery of such applicable Additional Borrower Agreement and (ii) receipt by the Lenders to comply under the applicable Revolving Credit Facility and the Administrative Agent of such documentation and other information reasonably requested by the Lenders under the applicable Revolving Credit Facility or the Administrative Agent for purposes of complying with applicable all necessary “know your customer” or other similar checks under all applicable laws and anti-money laundering rules regulations (including, without limitation, a Beneficial Ownership Certification with respect to such Additional Borrower if requested by any Lender) without any written objection submitted by the Lenders under the applicable Revolving Credit Facility or the Administrative Agent within ten (10) days of the date of receipt of such documentation and regulationsother information; provided that (a) each Additional Legacy Borrower and Additional ETMC Borrower shall also be a Guarantor and (b) neither the Administrative Agent, including the Act) and documents Collateral Agent nor any Lender under the applicable Revolving Credit Facility shall be materially adversely affected by the addition of such Additional Legacy Borrower or Additional ETMC Borrower, as applicable. Any obligations in respect of Borrowings by any Borrower under this Agreement will constitute “Obligations” for all purposes of the Loan Documents. Promptly following receipt of any Additional Borrower Agreement, the Administrative Agent shall reasonably request. Any Subsidiary that becomes send a party copy thereof to this Agreement pursuant to this Section 1.09 shall thereupon be deemed for all purposes to be a Revolving Credit Borrower each Lender under the Revolving Credit Facility hereunder and/or a Term A Borrower under the Term A Facility hereunder, as applicable. Notwithstanding anything in Section 11.01(a) to the contrary, each Borrower Joinder Agreement may, without the consent of any other Lenders (but subject to the approval by the Lenders to the addition of such U.S. Borrower or the approval by the Revolving Credit Lenders to the addition of such Foreign Borrower), effect such amendments to this Agreement and the other Loan Documents (which may take the form of amendments and restatements) as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 1.09, including, in the case of the addition of a Foreign Borrower, amendments limiting the amount available to be borrowed by such Foreign Borrower and any other Foreign Borrower organized in the same jurisdiction (it being understood that entities formed under the laws of different states, provinces or other localities of the same country as that of a Borrower shall be considered to be of the same jurisdiction as such Foreign Subsidiary) to a specified U.S. Dollar Equivalent of any Alternative Currency, or to effect any other amendments that shall give effect to any conditions associated with the consent of the appropriate Lenders to the addition of such U.S. Borrower or Foreign Borrower. For the avoidance of doubt, Domestic Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers under both the Revolving Credit Facility and the Term A Facility, and Foreign Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers solely under the applicable Revolving Credit Facility.

Additional Borrowers. Holdings The Borrower may from time to time request that (x) one or more additional Domestic Subsidiaries be added designate any wholly owned Subsidiary as Borrowers under the Term A Facility and the Revolving Credit Facility and/or (y) one or more additional Foreign Subsidiaries be added as Borrowers a co-borrower under the Revolving Credit Facility, in each case, which request shall be subject to the approval of Commitments or any Incremental Facility (an “Additional Borrower”); provided that the Administrative Agent and each of the Term A Lenders and Revolving Credit Lenders (in the case of such Domestic Subsidiaries) or the Administrative Agent and each of the Revolving Credit Lenders (in the case of such Foreign Subsidiaries). If (1) the Administrative Agent and all Term A Lenders and Revolving Credit Lenders consent shall be reasonably satisfied that, with respect to the addition of such Domestic Subsidiary as a Term A Borrower under the Term A Facility and a Revolving Credit Borrower under the Revolving Credit Facility and (2) the Administrative Agent and all Revolving Credit Lenders consent to the addition of such Foreign Subsidiary as a Revolving Credit Borrower under the Revolving Credit Facility, in each case, any such Subsidiary shall be required to execute and deliver to the Administrative Agent a Borrower Joinder Agreement and shall take all action in connection therewith (a) if such Borrower which is not a Domestic Subsidiary, as would otherwise have been required the Lenders and Foreign Currency Lenders may make loans and other extensions of credit to cause the Collateral and Guaranty Requirements and the requirements set forth in Section 6.11 to be satisfied as if such Subsidiary had been in Dollars and Foreign Currencies in such person’s jurisdiction in compliance with applicable laws and regulations, without being required or qualified to do business in such jurisdiction and without being subject to any unreimbursed or unindemnified Tax or other expense. Such wholly owned Subsidiary shall become an Additional Borrower and a Loan Party on party to this Agreement, and all references to the Restatement Date and (b) if “Co-Borrower” shall be to such Borrower is a Foreign SubsidiaryAdditional Borrower, as are deemed reasonably necessary applicable, upon (i) the receipt by the Administrative Agent of (A) a joinder agreement, in form and substance satisfactory to provide that the Administrative Agent, executed by such Subsidiary and the Borrower, (B) an acknowledgement and confirmation by the Guarantors of their guarantee in respect of the Obligations of such additional Borrower beSubsidiary, (C) an amendment and/or supplement to the Security Documents executed by the applicable Loan Parties and such Subsidiary, to the extent permitted reasonably requested by lawthe Administrative Agent, guaranteed (D) corporate or other applicable resolutions, other corporate or other applicable documents, certificates and secured legal opinions in respect of such Subsidiary substantially equivalent to comparable documents delivered on terms no less favorable than those contained in the Collateral and Guaranty Requirements and, in the case of each of clauses (a) Closing Date and (b), shall deliver to the Administrative Agent E) such Organization Documents, resolutions, certificates, legal opinions, lien searches other documents or information with respect thereto (including all documentation and other information (including information to allow required under the Administrative Agent and the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act) and documents as the Administrative Agent shall reasonably request. Any request and (ii) the Revolving Lenders and Foreign Currency Lenders being provided with (A) five Business Days’ prior notice of any Additional Borrower that is a Domestic Subsidiary that becomes a party to this Agreement being added under the Revolving Facility pursuant to this Section 1.09 shall thereupon be deemed for all purposes to be 10.15 and (B) 10 Business Days’ prior notice of any Additional Borrower that is a Revolving Credit Borrower Foreign Subsidiary being added under the Revolving Credit Facility hereunder and/or a Term A Borrower under the Term A Facility hereunder, as applicable. Notwithstanding anything in Section 11.01(a) to the contrary, each Borrower Joinder Agreement may, without the consent of any other Lenders (but subject to the approval by the Lenders to the addition of such U.S. Borrower or the approval by the Revolving Credit Lenders to the addition of such Foreign Borrower), effect such amendments to this Agreement and the other Loan Documents (which may take the form of amendments and restatements) as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 1.09, including, in the case of the addition of a Foreign Borrower, amendments limiting the amount available to be borrowed by such Foreign Borrower and any other Foreign Borrower organized in the same jurisdiction (it being understood that entities formed under the laws of different states, provinces or other localities of the same country as that of a Borrower shall be considered to be of the same jurisdiction as such Foreign Subsidiary) to a specified U.S. Dollar Equivalent of any Alternative Currency, or to effect any other amendments that shall give effect to any conditions associated with the consent of the appropriate Lenders to the addition of such U.S. Borrower or Foreign Borrower. For the avoidance of doubt, Domestic Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers under both the Revolving Credit Facility and the Term A Facility, and Foreign Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers solely under the Revolving Credit Facility10.15.

Additional Borrowers. Holdings may from time to time request The parties hereto agree that (x) one or more additional wholly owned Domestic Subsidiaries be added Subsidiary Guarantors that are not Borrowers as Borrowers under the Term A Facility and the Revolving Credit Facility and/or (y) one or more additional Foreign Subsidiaries be added as Borrowers under the Revolving Credit Facility, in each case, which request shall be subject to the approval of the Closing Date may enter into and become a party to this Agreement by executing a New Borrower Agreement. Upon execution and delivery after the date hereof by the Administrative Agent, the Collateral Agent and each such a Domestic Subsidiary Guarantor of the Term A Lenders and Revolving Credit Lenders (in the case of such Domestic Subsidiaries) or the Administrative Agent and each of the Revolving Credit Lenders (in the case of such Foreign Subsidiaries). If (1) the Administrative Agent and all Term A Lenders and Revolving Credit Lenders consent to the addition of a New Borrower Agreement, such Domestic Subsidiary Guarantor shall become a Borrower hereunder with the same force and effect as if originally named as a Term A Borrower herein. The Parent Borrower may terminate any Subsidiary Borrower's interests, rights and obligations under the Term A Facility this Agreement by executing and a Revolving Credit Borrower under the Revolving Credit Facility and (2) the Administrative Agent and all Revolving Credit Lenders consent to the addition of such Foreign Subsidiary as a Revolving Credit Borrower under the Revolving Credit Facility, in each case, such Subsidiary shall be required to execute and deliver delivering to the Administrative Agent a Subsidiary Borrower Joinder Agreement and shall take all action in connection therewith (a) if Termination with respect to such Borrower is a Domestic Subsidiary, as would otherwise have been required to cause the Collateral and Guaranty Requirements and the requirements set forth in Section 6.11 whereupon such Subsidiary shall cease to be satisfied as if such a Subsidiary had been a Loan Party on the Restatement Date Borrower and (b) if such Borrower is a Foreign Subsidiary, as are deemed reasonably necessary by the Administrative Agent to provide that the Obligations of such additional Borrower be, to the extent permitted by law, guaranteed and secured on terms no less favorable than those contained in the Collateral and Guaranty Requirements and, in the case of each of clauses (a) and (b), shall deliver to the Administrative Agent such Organization Documents, resolutions, certificates, legal opinions, lien searches and other information (including information to allow the Administrative Agent and the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the Act) and documents as the Administrative Agent shall reasonably request. Any Subsidiary that becomes a party to this Agreement pursuant to this Section 1.09 (but such Subsidiary shall thereupon be deemed for all purposes not cease to be a Guarantor hereunder for so long as it shall remain a Subsidiary, except as otherwise provided in the Guarantee Agreement). Notwithstanding the preceding sentence, no Subsidiary Borrower Termination will become effective as to any Subsidiary Borrower at a time when any principal of or interest on any Revolving Credit Loan to such Subsidiary Borrower under the Revolving Credit Facility hereunder and/or a Term A Borrower under the Term A Facility shall be outstanding hereunder, as applicableprovided that such Subsidiary Borrower Termination shall be effective to terminate such Subsidiary Borrower's right to make further Borrowings under this Agreement unless and until such Subsidiary executes subsequent to such termination a New Borrower Agreement. Notwithstanding anything in Section 11.01(a) to the contrary, each The execution and delivery of a New Borrower Joinder Agreement may, without or a Subsidiary Borrower Termination shall not require the consent of any other Lenders (but subject to the approval by the Lenders to Borrower hereunder. The rights and obligations of each Borrower hereunder shall remain in full force and effect notwithstanding the addition of such U.S. any new Borrower or the approval by the Revolving Credit Lenders to the addition termination of such Foreign Borrower), effect such amendments any Borrower as a party to this Agreement and the other Loan Documents (which may take the form of amendments and restatements) as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 1.09, including, in the case of the addition of a Foreign Borrower, amendments limiting the amount available to be borrowed by such Foreign Borrower and any other Foreign Borrower organized in the same jurisdiction (it being understood that entities formed under the laws of different states, provinces or other localities of the same country as that of a Borrower shall be considered to be of the same jurisdiction as such Foreign Subsidiary) to a specified U.S. Dollar Equivalent of any Alternative Currency, or to effect any other amendments that shall give effect to any conditions associated with the consent of the appropriate Lenders to the addition of such U.S. Borrower or Foreign Borrower. For the avoidance of doubt, Domestic Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers under both the Revolving Credit Facility and the Term A Facility, and Foreign Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers solely under the Revolving Credit FacilityAgreement.

Additional Borrowers. Holdings The Parent Borrower may from time to time request designate any wholly-owned Subsidiary as a Borrower under any Revolving Commitments or any Incremental Facility (an “Additional Borrower”); provided that (x) one or more additional Domestic Subsidiaries be added as Borrowers under the Term A Facility and the Revolving Credit Facility and/or (y) one or more additional Foreign Subsidiaries be added as Borrowers under the Revolving Credit Facility, in each case, which request shall be subject to the approval of the Administrative Agent shall be reasonably satisfied that, with respect to any such Subsidiary which is not a Domestic Subsidiary, the applicable Lenders to such Additional Borrower may make loans and other extensions of credit to such Subsidiary in such person’s jurisdiction of organization in compliance with applicable laws and regulations, without being required or qualified to do business in such jurisdiction and without being subject to any unreimbursed or unindemnified Taxes or other expense. Such wholly-owned Subsidiary shall become an Additional Borrower and a party to this Agreement, and all references to the “Borrowers” and “Subsidiary Borrowers” shall also include such Additional Borrower, as applicable, upon (a) the applicable Additional Borrower becoming a party to this Agreement by delivering to the Administrative Agent an executed counterpart to a Foreign Security Agreement and an executed counterpart to a joinder agreement in form and substance reasonably acceptable to the Administrative Agent to each of this Agreement and the Term A Guaranty Agreement (it being agreed that the Lenders hereby authorize the Administrative Agent to execute and Revolving Credit Lenders deliver any such joinder agreement), (b) the Administrative Agent shall have received documents, certificates and other deliverables with respect to the applicable Additional Borrower consistent in scope with such items delivered pursuant to Sections 4.01(b), (c) (or (d) in the case of such Domestic Subsidiaries) or the Administrative Agent and each of the Revolving Credit Lenders (in the case of such Foreign Subsidiaries). If (1) the Administrative Agent and all Term A Lenders and Revolving Credit Lenders consent to the addition of such Domestic Dutch Subsidiary as a Term A Borrower under the Term A Facility and a Revolving Credit Borrower under the Revolving Credit Facility and (2) the Administrative Agent and all Revolving Credit Lenders consent to the addition of such Foreign Subsidiary as a Revolving Credit Borrower under the Revolving Credit Facility, in each case, such Subsidiary shall be required to execute and deliver to the Administrative Agent a Borrower Joinder Agreement and shall take all action in connection therewith (a) if such Borrower is a Domestic Subsidiary, as would otherwise have been required to cause the Collateral and Guaranty Requirements and the requirements set forth in Section 6.11 to be satisfied as if such Subsidiary had been a Loan Party on the Restatement Date and (b) if such Borrower is a Foreign Subsidiary, as are deemed reasonably necessary by the Administrative Agent to provide that the Obligations of such additional Borrower be, to the extent permitted by law, guaranteed and secured on terms no less favorable than those contained in the Collateral and Guaranty Requirements and, in the case of each of clauses (aBorrowers) and (be), shall deliver as applicable, on the Effective Date with respect to the Administrative Agent such Organization Documents, resolutions, certificates, legal opinions, lien searches other Loan Parties and other information (including information to allow the Administrative Agent and c) the Lenders to comply being provided with applicable “know your customer” and anti-money laundering rules and regulations, including the Actten (10) and documents Business Days’ prior notice (or such shorter period of time as the Administrative Agent shall reasonably request. Any Subsidiary that becomes a party to this Agreement agree) of any Additional Borrower being added pursuant to this Section 1.09 shall thereupon 10.20. This Agreement may be deemed for all purposes amended as necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower to effect the provisions of or be a Revolving Credit Borrower under the Revolving Credit Facility hereunder and/or a Term A Borrower under the Term A Facility hereunder, as applicableconsistent with this Section 10.20. Notwithstanding anything in Section 11.01(a) any other provision of this Agreement to the contrarycontrary (including Section 10.02), each Borrower Joinder Agreement mayany such deemed amendment may be memorialized in writing by the Administrative Agent with the Parent Borrower’s consent, but without the consent of any other Lenders (but subject Lenders, and furnished to the approval by the Lenders to the addition of such U.S. Borrower or the approval by the Revolving Credit Lenders to the addition of such Foreign Borrower), effect such amendments to this Agreement and the other Loan Documents (which may take the form of amendments and restatements) as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 1.09, including, in the case of the addition of a Foreign Borrower, amendments limiting the amount available to be borrowed by such Foreign Borrower and any other Foreign Borrower organized in the same jurisdiction (it being understood that entities formed under the laws of different states, provinces or other localities of the same country as that of a Borrower shall be considered to be of the same jurisdiction as such Foreign Subsidiary) to a specified U.S. Dollar Equivalent of any Alternative Currency, or to effect any other amendments that shall give effect to any conditions associated with the consent of the appropriate Lenders to the addition of such U.S. Borrower or Foreign Borrower. For the avoidance of doubt, Domestic Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers under both the Revolving Credit Facility and the Term A Facility, and Foreign Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers solely under the Revolving Credit Facilityparties hereto.

Additional Borrowers. Holdings Xxxxxxx may from at any time to time request that (x) one or more additional Domestic Subsidiaries be added as Borrowers after the Fifth A&R Effective Date designate any Subsidiary of the Company organized under the Term A Facility and laws of Canada, Ireland, Luxembourg, Switzerland, the Revolving Credit Facility and/or (y) one or more additional Foreign Subsidiaries be added as Borrowers under the Revolving Credit Facility, in each case, which request shall be subject to the approval of the Administrative Agent and each of the Term A Lenders and Revolving Credit Lenders (in the case of such Domestic Subsidiaries) Netherlands or the Administrative Agent and United Kingdom (each of the Revolving Credit Lenders (in the case of such Foreign Subsidiaries). If (1Subsidiary, a “Supplemental Subsidiary Borrower”) the Administrative Agent and all Term A Lenders and Revolving Credit Lenders consent to the addition of such Domestic Subsidiary as a Term A Borrower under the Term A Facility and a Revolving Credit Borrower under the Revolving Credit Facility and (2) the Administrative Agent and all Commitments, any Incremental Term Loans, any Revolving Commitment Increase, Extended Term Loans, Extended Revolving Credit Lenders consent to the addition of such Foreign Subsidiary as a Commitment, New Revolving Credit Borrower under the Commitment, Revolver Replacement Term Loans, Replacement Revolving Credit Facility, in each case, such Subsidiary shall be required to execute and deliver to the Administrative Agent a Borrower Joinder Agreement and shall take all action in connection therewith (a) if such Borrower is a Domestic Subsidiary, as would otherwise have been required to cause the Collateral and Guaranty Requirements and the requirements set forth in Section 6.11 to be satisfied as if such Subsidiary had been a Facility or Replacement Term Loan Party on the Restatement Date and (b) if such Borrower is a Foreign Subsidiary, as are deemed reasonably necessary by the Administrative Agent to provide that the Obligations of such additional Borrower be, to the extent permitted by law, guaranteed and secured on terms no less favorable than those contained in the Collateral and Guaranty Requirements Facility and, in the case event the currency of each the jurisdiction of clauses organization of such Supplemental Subsidiary Borrower is not Euro, may cause such Supplemental Subsidiary Borrower to borrow in the currency of its jurisdiction of organization in addition to any available currencies provided herein at such time; provided that (a) and (b), shall deliver to the Administrative Agent such Organization Documents, resolutions, certificates, legal opinions, lien searches and other information (including information to allow the Administrative Agent and the Lenders to comply with making the applicable “know your customer” loans and anti-money laundering rules and regulations, including the Act) and documents as the Administrative Agent shall reasonably request. Any Subsidiary that becomes a party to this Agreement pursuant to this Section 1.09 shall thereupon be deemed for all purposes to be a Revolving Credit Borrower under the Revolving Credit Facility hereunder and/or a Term A Borrower under the Term A Facility hereunder, as applicable. Notwithstanding anything in Section 11.01(a) other extensions of credit have consented to the contrary, each designation of such Supplemental Subsidiary Borrower Joinder Agreement may, without as a Borrower hereunder with respect to such loans and other extensions of credit (it being understood that the consent of any other Lenders or the Required Lenders shall not be required) and (b) Xxxxxxx shall have delivered to each Lender which requests the same information with respect to such Supplemental Subsidiary Borrower in accordance with Section 10.20. Upon the receipt by the Administrative Agent of a Borrowing Subsidiary Agreement substantially in the form of Exhibit 11.14A executed by the applicable Supplemental Subsidiary Borrower and a security agreement pledging the Equity Interests of such Supplemental Subsidiary Borrower under applicable Law from the owner of such Equity Interests and security agreements executed by such Supplemental Subsidiary Borrower pledging those assets of such Supplemental Subsidiary Borrower which are customarily pledged in connection with similar loans or extensions of credit under applicable Law in the jurisdiction in which such Supplemental Subsidiary Borrower is organized (but in all cases subject to the approval by limitations and exclusions set forth in Section 6.11, which shall apply to any such pledge), such Supplemental Subsidiary Borrower shall be a Borrower and a party to this Agreement. It is understood and agreed that a pledge in respect of assets of, or Equity Interests in, a Supplemental Subsidiary Borrower organized in a jurisdiction other than the Lenders United States or any state thereof may consist of substantially less collateral than would otherwise be subject to a customary lien in respect of all assets of an entity organized under the laws of the United States or any state thereof. A Supplemental Subsidiary Borrower shall cease to be a Borrower hereunder at such time as no Loans, fees or any other amounts due in connection therewith pursuant to the addition terms hereof shall be outstanding by such Supplemental Subsidiary Borrower, no Letters of Credit issued for the account of such U.S. Supplemental Subsidiary Borrower or the approval by the Revolving Credit Lenders shall be outstanding and such Supplemental Subsidiary Borrower and Xxxxxxx shall have executed and delivered to the addition Administrative Agent a Borrowing Subsidiary Termination substantially in the form of such Foreign Borrower)Exhibit 11.14B. Without the consent of any other Agents or Lenders, the Administrative Agent and Xxxxxxx may effect such amendments to this Agreement and the other Loan Documents (which may take the form of amendments and restatements) as may be necessary or appropriate, in the reasonable opinion of the Administrative AgentAgent and Xxxxxxx, to effect the provisions of this Section 1.0911.14, including, in the case of the addition of a Foreign Borrower, amendments limiting the amount available including to be borrowed by such Foreign Borrower add provisions regarding interest rate terms and any other Foreign Borrower organized in the same jurisdiction (it being understood that entities formed under the laws of different states, provinces or other localities of the same country as that of a definitions. Any Supplemental Subsidiary Borrower shall be considered a Guarantor with respect to be of the same jurisdiction as such Foreign Subsidiary) to Loans for which it is not a specified U.S. Dollar Equivalent of any Alternative Currency, or to effect any other amendments that shall give effect to any conditions associated with the consent of the appropriate Lenders to the addition of such U.S. Borrower or Foreign Borrower. For the avoidance of doubt, Domestic Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers under both the Revolving Credit Facility and the Term A Facility, and Foreign Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers solely under the Revolving Credit Facility.

Additional Borrowers. Holdings Notwithstanding anything in Section 13.1 to the contrary, following the Closing Date, the Parent Borrower may from time to time request that (x) one or more additional Domestic of its Subsidiaries that is a Wholly-Owned Restricted Subsidiary and that is a U.S. Subsidiary be added as Borrowers an additional Borrower (the “Additional Revolving Borrower”) under the Term A Facility and the Revolving Credit Facility and/or (y) one or more additional Foreign Subsidiaries be added as Borrowers under the Revolving Credit Facility, in each case, which request shall be subject by delivering to the approval of the Administrative Agent an Additional Borrower Agreement executed by such Subsidiary and each the Parent Borrower. Such Subsidiary shall for all purposes of this Agreement be a Borrower hereunder no earlier than the Term A latest of (i) ten (10) Business Days (or such shorter period as the Administrative Agent may in its discretion agree) after delivery of such Additional Borrower Agreement; (ii) ten (10) Business Days after receipt by the Lenders and Revolving Credit Lenders (in the case Administrative Agent of such Domestic Subsidiaries) documentation and other information reasonably requested by the Lenders or the Administrative Agent for purposes of complying with all necessary “know your customer” or other similar checks under all applicable laws and each regulations provided that there has been no written objection submitted by any of the Revolving Credit Lenders or the Administrative Agent within ten (in 10) Business Days of the case date of receipt of such Foreign Subsidiariesdocumentation and other information; and (iii) if the applicable Additional Revolving Borrower is organized or incorporated in or under the laws of, or for applicable Tax purposes is resident of or treated as engaged in a trade or business in, any jurisdiction other than a jurisdiction in or under the laws of which at least one then-existing Borrower is organized or incorporated as of the date the Additional Borrower Agreement is delivered to the Administrative Agent, the date of the effectiveness of an amendment of this Agreement, which amendment must be as mutually agreed by the Administrative Agent, the Parent Borrower, such Additional Revolving Borrower and each affected Lender (including any amendment to applicable Tax provisions). If ; provided that (1x) each Additional Revolving Borrower shall also be a Guarantor and (y) the Administrative Agent shall have received (A) all documents, updated schedules, instruments, certificates and agreements, and all Term A Lenders other actions and information, then required by or in respect of such Additional Revolving Borrower by Section 9.11 or by the Security Documents (without giving effect to any grace periods for delivery of such items, the updating of such information or the taking of such actions) and (B) documentation reasonably satisfactory to the Administrative Agent pursuant to which each then-existing Borrower and Guarantor unconditionally Guarantees the Borrowings of the Additional Revolving Borrower on terms substantially consistent with the Guarantors’ Guarantee of the Parent Borrower’s obligations hereunder. Any obligations in respect of borrowings by any Borrower under this Agreement will constitute “Obligations” for all purposes of the Credit Lenders consent Documents. Promptly following receipt of any Additional Borrower Agreement, the Administrative Agent shall send a copy thereof to each Lender. As set forth in Section 1.13, the foregoing procedures shall apply (mutatis mutandis) with respect to the addition of a “borrower” with respect to New Term Loans and New Term Loan Commitments, substituting such Domestic Subsidiary as a New Term A Borrower under the Term A Facility Loan Lender and a Revolving Credit Borrower under the Revolving Credit Facility and (2) the Administrative Agent as the applicable consent parties for purposes of “know your customer” and all Revolving similar checks. Each Credit Lenders consent to Party hereby irrevocably appoints the addition of such Foreign Subsidiary Parent Borrower as a Revolving the borrowing agent and attorney-in-fact for the Credit Borrower under the Revolving Credit FacilityParties, which appointment shall remain in each case, such Subsidiary shall be required to execute full force and deliver to effect unless and until the Administrative Agent a shall have received prior written notice signed by all of the Credit Parties that such appointment has been revoked and that another Borrower Joinder Agreement has been appointed in such capacity. Each Credit Party hereby irrevocably appoints and shall take all action in connection therewith authorizes the Parent Borrower (aor its successor) if such Borrower is a Domestic Subsidiary, as would otherwise have been required to cause the Collateral and Guaranty Requirements and the requirements set forth in Section 6.11 to be satisfied as if such Subsidiary had been a Loan Party on the Restatement Date and (bi) if such Borrower is a Foreign Subsidiary, as are deemed reasonably necessary by the Administrative Agent to provide that the Obligations of such additional Borrower be, to the extent permitted by law, guaranteed and secured on terms no less favorable than those contained in the Collateral and Guaranty Requirements and, in the case of each of clauses (a) and (b), shall deliver to the Administrative Agent such Organization Documents, resolutions, certificates, legal opinions, lien searches and other information (including information to allow the Administrative Agent and the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the Act) and documents as receive from the Administrative Agent shall reasonably request. Any Subsidiary that becomes a party and the Lenders all notices with respect to this Agreement pursuant to this Section 1.09 shall thereupon be deemed Loans or Letters of Credit obtained for all purposes to be a Revolving Credit Borrower under the Revolving Credit Facility hereunder and/or a Term A Borrower under the Term A Facility hereunder, as applicable. Notwithstanding anything in Section 11.01(a) to the contrary, each Borrower Joinder Agreement may, without the consent benefit of any other Lenders (but subject to the approval by the Lenders to the addition of such U.S. Borrower or the approval by the Revolving Credit Lenders to the addition of such Foreign Borrower), effect such amendments to any other Restricted Subsidiary and all other notices and instructions under this Agreement and (ii) to take such action as the Parent Borrower deems appropriate on its behalf to obtain Loans and to exercise such other Loan Documents (which may take powers as are reasonably incidental thereto to carry out the form of amendments and restatements) as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions purposes of this Section 1.09, including, in the case of the addition of a Foreign Borrower, amendments limiting the amount available to be borrowed by such Foreign Borrower and any other Foreign Borrower organized in the same jurisdiction (it being understood that entities formed under the laws of different states, provinces or other localities of the same country as that of a Borrower shall be considered to be of the same jurisdiction as such Foreign Subsidiary) to a specified U.S. Dollar Equivalent of any Alternative Currency, or to effect any other amendments that shall give effect to any conditions associated with the consent of the appropriate Lenders to the addition of such U.S. Borrower or Foreign Borrower. For the avoidance of doubt, Domestic Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers under both the Revolving Credit Facility and the Term A Facility, and Foreign Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers solely under the Revolving Credit FacilityAgreement.

Additional Borrowers. Holdings The Parent Borrower may from time to time request that (x) one or more additional Domestic Subsidiaries be added as Borrowers under the Term A Facility and the Revolving Credit Facility and/or (y) one or more additional Foreign Subsidiaries be added as Borrowers under the Revolving Credit Facility, in each case, which request shall be subject to the approval of the Administrative Agent and each of the Term A Lenders and Revolving Credit Lenders (in the case of such Domestic Subsidiaries) or the Administrative Agent and each of the Revolving Credit Lenders (in the case of such Foreign Subsidiaries). If (1) the Administrative Agent and all Term A Lenders and Revolving Credit Lenders consent to the addition of such Domestic designate any wholly-owned Restricted Subsidiary as a Term A Borrower under any Revolving Commitments, any Incremental Facility or any Specified Refinancing Debt (an “Additional Borrower”); provided that unless such Borrower is incorporated or formed in a jurisdiction in which any other current Borrower is incorporated or formed, the Term A Facility jurisdiction of such Additional Borrower shall be reasonably acceptable to each applicable Lender. Such wholly-owned Restricted Subsidiary shall become an Additional Borrower and a Revolving Credit Borrower under the Revolving Credit Facility and (2) the Administrative Agent and all Revolving Credit Lenders consent party to the addition of such Foreign Subsidiary as a Revolving Credit Borrower under the Revolving Credit Facility, in each case, such Subsidiary shall be required to execute and deliver this Agreement by delivering to the Administrative Agent a an Additional Borrower Joinder Agreement Joinder, and all references to the “Borrowers” shall take all action in connection therewith also include such Additional Borrower, as applicable, upon (a) if such Borrower is a Domestic Subsidiary, as would otherwise have been required to cause the Collateral and Guaranty Requirements and the requirements set forth in Section 6.11 to be satisfied as if such Subsidiary had been a Loan Party on the Restatement Date and (b) if such Borrower is a Foreign Subsidiary, as are deemed reasonably necessary receipt by the Administrative Agent to provide that of (x) documentation consistent in scope with the Obligations documentation delivered in respect of such additional Borrower bethe Borrowers on the Restatement Effective Date (including, to for the extent permitted by lawavoidance of doubt, guaranteed and secured on terms no less favorable than those contained in the Collateral and Guaranty Requirements and, in the case of each of clauses (a) and (b), shall deliver to the Administrative Agent such Organization Documents, resolutions, certificates, legal opinions, lien searches all documentation and other information (including information to allow the Administrative Agent and the Lenders to comply with required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, with respect to the Additional Borrower that has been reasonably requested by the Administrative Agent) and documents (y) a certificate from the Parent Borrower and such Additional Borrower certifying that as of the date of such joinder, the conditions set forth in Section 4.02(a) and (b) shall be met as if a Borrowing were to occur on such date and (b) the Lenders being provided with thirty (30) Business Days’ prior notice (or such shorter period of time as the Administrative Agent shall reasonably request. Any Subsidiary that becomes a party agree) of any Additional Borrower being proposed to this Agreement be added pursuant to this Section 1.09 shall thereupon 10.20. This Agreement may be deemed for all purposes amended as necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower to effect the provisions of or be a Revolving Credit Borrower under the Revolving Credit Facility hereunder and/or a Term A Borrower under the Term A Facility hereunder, as applicableconsistent with this Section 10.20. Notwithstanding anything in Section 11.01(a) any other provision of this Agreement to the contrarycontrary (including Section 10.02), each Borrower Joinder Agreement mayany such deemed amendment may be memorialized in writing by the Administrative Agent with the Parent Borrower’s consent, but without the consent of any other Lenders (but subject other than with respect to such Xxxxxx’s approval of an Additional Borrower’s jurisdiction of incorporation or formation as set forth above), and furnished to the approval by the Lenders to the addition of such U.S. Borrower or the approval by the Revolving Credit Lenders to the addition of such Foreign Borrower), effect such amendments to this Agreement and the other Loan Documents (which may take the form of amendments and restatements) as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 1.09, including, in the case of the addition of a Foreign Borrower, amendments limiting the amount available to be borrowed by such Foreign Borrower and any other Foreign Borrower organized in the same jurisdiction (it being understood that entities formed under the laws of different states, provinces or other localities of the same country as that of a Borrower shall be considered to be of the same jurisdiction as such Foreign Subsidiary) to a specified U.S. Dollar Equivalent of any Alternative Currency, or to effect any other amendments that shall give effect to any conditions associated with the consent of the appropriate Lenders to the addition of such U.S. Borrower or Foreign Borrower. For the avoidance of doubt, Domestic Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers under both the Revolving Credit Facility and the Term A Facility, and Foreign Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers solely under the Revolving Credit Facilityparties hereto.

Additional Borrowers. Holdings may from time to time request that (x) one or more additional Domestic Subsidiaries be added as Borrowers under the Term A Facility, a Term B Facility and the Revolving Credit Facility and/or (y) one or more additional Foreign Subsidiaries be added as Borrowers under the Revolving Credit Facility, in each case, which request shall be subject to the approval of the Administrative Agent and each of the Term A Lenders, Term B Lenders and Revolving Credit Lenders (in the case of such Domestic Subsidiaries) or the Administrative Agent and each of the Revolving Credit Lenders (in the case of such Foreign Subsidiaries). If (1) the Administrative Agent and all Term A Lenders. Term B Lenders and Revolving Credit Lenders consent to the addition of such Domestic Subsidiary as a Term A Borrower under the Term A Facility, as a Term B Borrower under a Term B Facility and a Revolving Credit Borrower under the Revolving Credit Facility and (2) the Administrative Agent and all Revolving Credit Lenders consent to the addition of such Foreign Subsidiary as a Revolving Credit Borrower under the Revolving Credit Facility, in each case, such Subsidiary shall be required to execute and deliver to the Administrative Agent a Borrower Joinder Agreement and shall take all action in connection therewith (a) if such Borrower is a Domestic Subsidiary, as would otherwise have been required to cause the Collateral and Guaranty Requirements and the requirements set forth in Section 6.11 to be satisfied as if such Subsidiary had been a Loan Party on the Restatement Date and (b) if such Borrower is a Foreign Subsidiary, as are deemed reasonably necessary by the Administrative Agent to provide that the Obligations of such additional Borrower be, to the extent permitted by law, guaranteed and secured on terms no less favorable than those contained in the Collateral and Guaranty Requirements and, in the case of each of clauses (a) and (b), shall deliver to the Administrative Agent such Organization Documents, resolutions, certificates, legal opinions, lien searches and other information (including information to allow the Administrative Agent and the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the Act) and documents as the Administrative Agent shall reasonably request. Any Subsidiary that becomes a party to this Agreement pursuant to this Section 1.09 shall thereupon be deemed for all purposes to be a Revolving Credit Borrower under the Revolving Credit Facility hereunder and/or a Term A Borrower under the Term A Facility hereunder, and/or a Term B Borrower under a Term B Facility hereunder as applicable. Notwithstanding anything in Section 11.01(a) to the contrary, each Borrower Joinder Agreement may, without the consent of any other Lenders (but subject to the approval by the Lenders to the addition of such U.S. Borrower or the approval by the Revolving Credit Lenders to the addition of such Foreign Borrower), effect such amendments to this Agreement and the other Loan Documents (which may take the form of amendments and restatements) as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 1.09, including, in the case of the addition of a Foreign Borrower, amendments limiting the amount available to be borrowed by such Foreign Borrower and any other Foreign Borrower organized in the same jurisdiction (it being understood that entities formed under the laws of different states, provinces or other localities of the same country as that of a Borrower shall be considered to be of the same jurisdiction as such Foreign Subsidiary) to a specified U.S. Dollar Equivalent of any Alternative Currency, or to effect any other amendments that shall give effect to any conditions associated with the consent of the appropriate Lenders to the addition of such U.S. Borrower or Foreign Borrower. For the avoidance of doubt, Domestic Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers under both botheach of the Revolving Credit Facility and and, the Term A Facility and a Term B Facility, as applicable, and Foreign Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers solely under the Revolving Credit Facility.

Additional Borrowers. Holdings may from time to time request that (x) one or more additional Domestic Subsidiaries be added as Borrowers under the Term A Facility and the Revolving Credit Facility and/or (y) one or more additional Foreign Subsidiaries be added as Borrowers under the Revolving Credit Facility, in each case, which request shall be subject to the approval of the Administrative Agent and each of the Term A Lenders and Revolving Credit Lenders (in the case of such Domestic Subsidiaries) or the Administrative Agent and each of the Revolving Credit Lenders (in the case of such Foreign Subsidiaries). If (1) the Administrative Agent and all Term A Lenders and Revolving Credit Lenders consent to the addition of such Domestic Subsidiary as a Term A Borrower under the Term A Facility and a Revolving Credit Borrower under the Revolving Credit Facility and (2) the Administrative Agent and all Revolving Credit Lenders consent to the addition of such Foreign Subsidiary as a Revolving Credit Borrower under the Revolving Credit Facility, in each case, such Subsidiary shall be required to execute and deliver Upon 30 days’ prior notice to the Administrative Agent (or such shorter period of time to which the Administrative Agent may agree) and subject to the written consent of the Revolving Lenders, which consent of each Revolving Lender shall not be unreasonably withheld (it being understood that a Revolving Lender shall be deemed to have acted reasonably in withholding its consent if (i) it is unlawful for such Revolving Lender to make Revolving Loans under this Agreement to the proposed additional Borrower, (ii) if such Revolving Lender cannot or has not determined that it is lawful to do so, (iii) the making of a Revolving Loan to the proposed additional Borrower Joinder might subject such Lender to adverse tax consequences, (iv) such Lender is required or has determined that it is prudent to register or file in the jurisdiction of formation or organization of the proposed additional Borrower and it does not wish to do so or (v) such Lender is restricted by operational or administrative procedures or other applicable internal policies from extending credit under this Agreement to Persons in the jurisdiction in which the proposed additional Borrower is located), the Borrower may designate one or more Guarantors to be additional joint and shall take all action in connection therewith several direct borrowers hereunder by written request to the Administrative Agent accompanied by (a) if such Borrower is a Domestic Subsidiary, as would otherwise have been required an executed Assumption Agreement and appropriate Notes (to cause the Collateral and Guaranty Requirements extent requested by any Lender) executed by the designated Guarantor and the requirements set forth in Section 6.11 to be satisfied as if such Subsidiary had been a Loan Party on the Restatement Date and Borrower, (b) if a certificate of good standing of the designated Guarantor in the jurisdiction of its incorporation or organization, (c) certified resolutions of such Borrower is Guarantor’s board of directors or other governing body authorizing the execution and delivery of the Assumption Agreement and such Notes, (d) a Foreign Subsidiarywritten consent to the Assumption Agreement executed by each Guarantor, as are deemed (e) appropriate written legal opinions reasonably necessary requested by the Administrative Agent with respect to provide that such new Borrower and the Obligations of such additional Borrower be, Assumption Agreement covering matters similar to the extent permitted by law, guaranteed and secured on terms no less favorable than those contained covered in the Collateral and Guaranty Requirements and, in opinions delivered on the case of each of clauses (a) Closing Date and (b), shall deliver to f) such documentation and other evidence as is reasonably requested by the Administrative Agent such Organization Documents, resolutions, certificates, legal opinions, lien searches and other information (including information to allow or any Lender in order for the Administrative Agent or such Lender to carry out and be satisfied it has complied with the Lenders to comply with applicable results of all necessary “know your customer” or other similar checks under the USA PATRIOT Act and anti-money laundering rules under similar regulations and regulations, including the Act) and documents as the Administrative Agent shall reasonably requestis not otherwise prohibited by Law from making Loans to such new Borrower. Any Subsidiary that becomes a party to this Agreement The Obligations of any additional borrower designated pursuant to this Section 1.09 2.19, in its capacity as a Borrower, may be limited as to amount as directed by the Borrower; provided, however, that any such limitation shall thereupon be deemed for all purposes to be not reduce such Person’s obligations as a Revolving Credit Borrower under Guarantor of the Obligations, if applicable, unless required by a Gaming Authority. The Administrative Agent shall promptly notify the Lenders of such request, together with copies of such of the foregoing as any Lender may request, and upon receipt of the written consents of the Revolving Credit Facility hereunder and/or a Term A Borrower under the Term A Facility hereunder, as applicable. Notwithstanding anything in Section 11.01(a) to the contrary, each Borrower Joinder Agreement may, without the consent of any other Lenders (but subject to the approval by the Lenders to the addition of such U.S. Borrower or the approval by the Revolving Credit Lenders to the addition of such Foreign Borrower), effect such amendments to this Agreement and the other Loan Documents (which may take the form of amendments and restatements) as may be necessary or appropriate, in the opinion satisfaction of the Administrative Agentconditions set forth above in this Section, to effect the provisions of this Section 1.09, including, in the case of the addition of a Foreign Borrower, amendments limiting the amount available to be borrowed by such Foreign Borrower and any other Foreign Borrower organized in the same jurisdiction (it being understood that entities formed under the laws of different states, provinces or other localities of the same country as that of designated Guarantor shall become a Borrower shall be considered to be of the same jurisdiction as such Foreign Subsidiary) to a specified U.S. Dollar Equivalent of any Alternative Currency, or to effect any other amendments that shall give effect to any conditions associated with the consent of the appropriate Lenders to the addition of such U.S. Borrower or Foreign Borrower. For the avoidance of doubt, Domestic Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers under both the Revolving Credit Facility and the Term A Facility, and Foreign Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers solely under the Revolving Credit Facilityhereunder.

Additional Borrowers. Holdings (a) (a) The Lead Borrower may from time cause any Subsidiary to time request that (x) one or more additional Domestic Subsidiaries be added as Borrowers under the Term A Facility and the Revolving Credit Facility and/or (y) one or more additional Foreign Subsidiaries be added as Borrowers become a Borrower under the Revolving Credit FacilityFacility by (i) executing a joinder agreement to this Agreement, in each case, which request shall be subject form and substance satisfactory to the approval Administrative Agent, (ii) delivering an opinion of counsel to such Subsidiary addressed to the Administrative Agent and each of Lender in form and substance reasonably satisfactory to the Term A Lenders Administrative Agent, (iii) delivering a customary secretary’s (or equivalent) certificate in form and Revolving Credit Lenders substance reasonably satisfactory to the Administrative Agent, (in the case of iv) delivering good standing certificates (or equivalent evidence) for such Domestic Subsidiaries) or Subsidiary which the Administrative Agent and each of the Revolving Credit Lenders reasonably may have requested, (in the case of such Foreign Subsidiaries). If (1v) the Administrative Agent and all Term A Lenders and Revolving Credit Lenders consent furnishing to the addition of such Domestic Subsidiary as a Term A Borrower under the Term A Facility and a Revolving Credit Borrower under the Revolving Credit Facility and (2) the Administrative Agent and all Revolving Credit Lenders consent to the addition of such Foreign Subsidiary as a Revolving Credit Borrower under the Revolving Credit Facility, in each case, such Subsidiary shall be required to execute and deliver to the Administrative Agent a Borrower Joinder Agreement and shall take all action in connection therewith (a) if such Borrower is a Domestic Subsidiary, as would otherwise have been required to cause the Collateral and Guaranty Requirements and the requirements set forth in Section 6.11 to be satisfied as if such Subsidiary had been a Loan Party on the Restatement Date and (b) if such Borrower is a Foreign Subsidiary, as are deemed reasonably necessary by the Administrative Agent to provide that the Obligations of such additional Borrower be, to the extent permitted by law, guaranteed and secured on terms no less favorable than those contained in the Collateral and Guaranty Requirements and, in the case of each of clauses (a) and (b), shall deliver to the Administrative Agent such Organization Documents, resolutions, certificates, legal opinions, lien searches and other information (including information to allow the Administrative Agent and the Lenders to comply with all documentation and other information that they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the ActPatriot Act and (vi) delivering Collateral Documents (or supplements, assumptions or amendments to existing guaranty and documents Collateral Documents) as the Administrative Agent shall reasonably request. Any Subsidiary that becomes a party may then require and deliver to this Agreement pursuant to this Section 1.09 shall thereupon be deemed for all purposes to be a Revolving Credit Borrower under the Revolving Credit Facility hereunder and/or a Term A Borrower under the Term A Facility hereunder, as applicable. Notwithstanding anything in Section 11.01(a) to the contrary, each Borrower Joinder Agreement may, without the consent of any other Lenders (but subject to the approval by the Lenders to the addition of such U.S. Borrower or the approval by the Revolving Credit Lenders to the addition of such Foreign Borrower), effect such amendments to this Agreement and the other Loan Documents (which may take the form of amendments and restatements) as may be necessary or appropriate, in the opinion of the Administrative Agent, at the Lead Borrower’s cost and expense, such other instruments, documents, certificates, and opinions reasonably required by the Administrative Agent in connection therewith; provided that (x) the jurisdiction of organization of such Additional Borrower shall be reasonably acceptable to effect the provisions of Administrative Agent and each Revolving Lender and (y) this Section 1.09Agreement and any other applicable Loan Document may be amended as mutually agreed by the Administrative Agent, the Lead Borrower, such Additional Borrower and each Revolving Lender to incorporate such Additional Borrower, if necessary, including, without limitation, if such Additional Borrower is organized or incorporated in the case of the addition of a Foreign Borrower, amendments limiting the amount available to be borrowed by such Foreign Borrower and any other Foreign Borrower organized in the same jurisdiction (it being understood that entities formed or under the laws of, or for applicable Tax purposes is resident of different statesor treated as engaged in a trade or business in, provinces any jurisdiction other than the United States, any state thereof, or other localities the District of Columbia, any amendment to Section 10.1 and the same country as definition of “Excluded Taxes” (provided that of a Borrower no such amendment shall be considered to be of materially adversely affect the same jurisdiction as such Foreign Subsidiary) to a specified U.S. Dollar Equivalent rights of any Alternative Currency, or Lender that has not consented to effect any other amendments that shall give effect to any conditions associated with the consent of the appropriate Lenders to the addition of such U.S. Borrower or Foreign Borrower. For the avoidance of doubt, Domestic Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers under both the Revolving Credit Facility and the Term A Facility, and Foreign Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers solely under the Revolving Credit Facilityamendment).

Additional Borrowers. Holdings (a) The Lead Borrower may at any time, upon not less than 15 Business Days’ notice from time to time request that (x) one or more additional Domestic Subsidiaries be added as Borrowers under the Term A Facility and the Revolving Credit Facility and/or (y) one or more additional Foreign Subsidiaries be added as Borrowers under the Revolving Credit Facility, in each case, which request shall be subject to the approval of the Administrative Agent and each of the Term A Lenders and Revolving Credit Lenders (in the case of such Domestic Subsidiaries) or the Administrative Agent and each of the Revolving Credit Lenders (in the case of such Foreign Subsidiaries). If (1) the Administrative Agent and all Term A Lenders and Revolving Credit Lenders consent to the addition of such Domestic Subsidiary as a Term A Lead Borrower under the Term A Facility and a Revolving Credit Borrower under the Revolving Credit Facility and (2) the Administrative Agent and all Revolving Credit Lenders consent to the addition of such Foreign Subsidiary as a Revolving Credit Borrower under the Revolving Credit Facility, in each case, such Subsidiary shall be required to execute and deliver to the Administrative Agent a Borrower Joinder Agreement and shall take all action in connection therewith (a) if or such Borrower is a Domestic Subsidiary, shorter period as would otherwise have been required to cause the Collateral and Guaranty Requirements and the requirements set forth in Section 6.11 to may be satisfied as if such Subsidiary had been a Loan Party on the Restatement Date and (b) if such Borrower is a Foreign Subsidiary, as are deemed reasonably necessary agreed by the Administrative Agent to provide that the Obligations of such additional Borrower be, to the extent permitted by law, guaranteed and secured on terms no less favorable than those contained in the Collateral and Guaranty Requirements and, in the case of each of clauses (a) and (bits sole discretion), shall deliver designate any Material Subsidiary that is a Domestic Subsidiary of the Lead Borrower (an “Applicant Borrower”) as a Borrower to receive Loans hereunder by delivering to the Administrative Agent such Organization Documents, resolutions, certificates, legal opinions, lien searches (which shall promptly deliver counterparts thereof to each Lender) a duly executed Borrower Request and other information (including information Assumption Agreement. The parties hereto acknowledge and agree that prior to allow any Applicant Borrower becoming entitled to utilize the credit facilities provided for herein the Administrative Agent and the Lenders shall have received such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form and substance reasonably satisfactory to comply the Administrative Agent, as may be required by the Administrative Agent in its reasonable discretion, and Notes signed by such new Borrowers to the extent any Lenders so require and the Applicant Borrower shall have complied with applicable “know your customer” the terms and anti-money laundering rules conditions of Sections 6.11 and regulations6.13 as if such Applicant Borrower were a Restricted Subsidiary referenced therein. If the Administrative Agent agrees that an Applicant Borrower shall be entitled to receive such Loans hereunder, including the Act) then promptly following receipt of all such requested resolutions, incumbency certificates, opinions of counsel and other documents as or information, the Administrative Agent shall reasonably request. Any Subsidiary send Borrower Notice to the Lead Borrower and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Borrower for purposes hereof, whereupon each of the Lenders agrees to permit such Borrower to receive such Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that becomes such Borrower otherwise shall be a party to this Agreement pursuant to this Section 1.09 shall thereupon be deemed Borrower for all purposes to be a Revolving Credit Borrower under the Revolving Credit Facility hereunder and/or a Term A Borrower under the Term A Facility hereunder, as applicable. Notwithstanding anything in Section 11.01(a) to the contrary, each Borrower Joinder Agreement may, without the consent of any other Lenders (but subject to the approval by the Lenders to the addition of such U.S. Borrower or the approval by the Revolving Credit Lenders to the addition of such Foreign Borrower), effect such amendments to this Agreement and the other Loan Documents (which may take the form of amendments and restatements) as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 1.09, including, in the case of the addition of a Foreign Borrower, amendments limiting the amount available to be borrowed by such Foreign Borrower and any other Foreign Borrower organized in the same jurisdiction (it being understood that entities formed under the laws of different states, provinces or other localities of the same country as that of a Borrower shall be considered to be of the same jurisdiction as such Foreign Subsidiary) to a specified U.S. Dollar Equivalent of any Alternative Currency, or to effect any other amendments that shall give effect to any conditions associated with the consent of the appropriate Lenders to the addition of such U.S. Borrower or Foreign Borrower. For the avoidance of doubt, Domestic Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers under both the Revolving Credit Facility and the Term A Facility, and Foreign Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers solely under the Revolving Credit FacilityAgreement.

Additional Borrowers. Holdings Notwithstanding anything in Section 11.01 to the contrary, following the Closing Date, the Parent Borrower may from time to time request that (x) add one or more of its Foreign Subsidiaries that is a Wholly Owned Subsidiary as an additional Domestic Subsidiaries be added as Borrowers Foreign Borrower under the Term A Limited Currency Revolving Facility and the or Multicurrency Revolving Credit Facility and/or (y) one or more additional Foreign Subsidiaries be added as Borrowers under the Revolving Credit Facility, in each case, which request shall be subject by delivering to the approval of the Administrative Agent a Foreign Borrower Agreement executed by such Subsidiary and each of the Term A Parent Borrower. After (i) five Business Days have elapsed after such delivery and (ii) receipt by the Lenders and Revolving Credit Lenders (in the case Administrative Agent of such Domestic Subsidiaries) documentation and other information reasonably requested by the Lenders or the Administrative Agent for purposes of complying with all necessary “know your customer” or other similar checks under all applicable laws and regulations, such Foreign Subsidiary shall for all purposes of this Credit Agreement be a Foreign Borrower hereunder; provided that each Foreign Borrower shall also be a Foreign Guarantor. Any obligations in respect of borrowings by any Foreign Subsidiary under the Credit Agreement will constitute “Obligations,” “Foreign Obligations” and “Secured Obligations” for all purposes of the Credit Documents. At the reasonable request of the Administrative Agent, the Administrative Agent, the Parent Borrower, If the applicable additional Foreign Borrower and each Limited Currency Revolving Lender and/or Multicurrency Revolving Lender (as the case may be), shall amend this Credit Agreement and the other is organized or incorporated under the laws of, or for applicable Tax purposes is resident of or treated as engaged in a trade or business in, or having a paying agent in, any jurisdiction other than a jurisdiction under the laws of which at least one of the Revolving Credit Lenders (in then-existing Borrowers is organized or incorporated on the case of date such Foreign Subsidiaries). If (1) the Administrative Agent and all Term A Lenders and Revolving Credit Lenders consent Borrower Agreement is delivered to the addition of such Domestic Subsidiary Applicable Agent, as a Term A Borrower under the Term A Facility and a Revolving Credit Borrower under the Revolving Credit Facility and (2) the Administrative Agent and all Revolving Credit Lenders consent condition to adding such Foreign Borrower, there shall be an amendment to the addition Credit Documents Section Page (including, without limitation, Section 3.01 of this Credit Agreement and the definition of “Excluded Taxes”) as, if such amendment is reasonably necessary or appropriate to appropriately include such Foreign Subsidiary as a Borrower hereunder as mutually determined by the Administrative Agent and Parent Borrower which amendment must be as mutually agreed by the Administrative Agent, the Parent Borrower, the applicable Additional Borrower and each Limited Currency Revolving Credit Lender and/or Multicurrency Revolving Lender (as applicable) (provided that no such amendment shall materially adversely affect the rights of any Lender that has not consented to such amendment). Upon the execution by the Parent Borrower under the Revolving Credit Facility, in each case, such Subsidiary shall be required to execute and deliver a Foreign Borrower and delivery to the Administrative Agent of a Foreign Borrower Joinder Agreement and Termination with respect to such Foreign Borrower, such Foreign Borrower shall take all action in connection therewith (a) if such Borrower is a Domestic Subsidiary, as would otherwise have been required to cause the Collateral and Guaranty Requirements and the requirements set forth in Section 6.11 cease to be satisfied as if such Subsidiary had been a Loan Party on the Restatement Date and (b) if such Borrower is a Foreign SubsidiaryBorrower and a party to this Credit Agreement; provided that no Foreign Borrower Termination will become effective as to any Foreign Borrower (other than to terminate such Foreign Borrower’s right to make further Borrowings under this Credit Agreement) at a time when any Loan to, as are deemed reasonably necessary by the Administrative Agent B/A on behalf of, or Letter of Credit issued to provide that the Obligations such Foreign Borrower shall be outstanding hereunder. Promptly following receipt of such additional any Foreign Borrower beAgreement or Foreign Borrower Termination, to the extent permitted by law, guaranteed and secured on terms no less favorable than those contained in the Collateral and Guaranty Requirements and, in the case of each of clauses (a) and (b), shall deliver to the Administrative Agent such Organization Documents, resolutions, certificates, legal opinions, lien searches and other information (including information to allow the Administrative Agent and the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the Act) and documents as the Administrative Agent shall reasonably request. Any Subsidiary that becomes send a party copy thereof to this Agreement pursuant to this Section 1.09 shall thereupon be deemed for all purposes to be a Revolving Credit Borrower under the Revolving Credit Facility hereunder and/or a Term A Borrower under the Term A Facility hereunder, as applicableeach Lender. Notwithstanding anything in Section 11.01(a) to the contraryforegoing, each Borrower Joinder Agreement may, without the consent of any other Lenders (but subject to the approval by the Lenders to the addition of such U.S. Borrower or the approval by the Revolving Credit Lenders to the addition of no such Foreign Borrower), effect such amendments to this Agreement and the other Loan Documents (which Subsidiary may take the form of amendments and restatements) as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 1.09, including, in the case of the addition of become a Foreign Borrower, amendments limiting the amount available Borrower if any Limited Currency Revolving Lender or Multicurrency Revolving Lender is prohibited by applicable Law from making loans to be borrowed by such Foreign Borrower and any other Foreign Borrower organized in the same jurisdiction (it being understood that entities formed under the laws of different states, provinces or other localities of the same country as that of a Borrower shall be considered to be of the same jurisdiction as such Foreign Subsidiary) to a specified U.S. Dollar Equivalent of any Alternative Currency, or to effect any other amendments that shall give effect to any conditions associated with the consent of the appropriate Lenders to the addition of such U.S. Borrower or Foreign Borrower. For the avoidance of doubt, Domestic Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers under both the Revolving Credit Facility and the Term A Facility, and Foreign Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers solely under the Revolving Credit Facility.

Additional Borrowers. Holdings may 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: (ai) a joinder agreement with respect to this Agreement from time each Subsidiary created or acquired pursuant to time request that the Vireo Acquisition, pursuant to which such Subsidiary shall become a Guarantor (xsuch 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) one with respect to each parcel of Real Property owned by such Subsidiary or more additional Domestic Subsidiaries be added for which ownership is obtained by a Credit Party pursuant to the Vireo Acquisition and which has previously been pledged as Borrowers under collateral to the Term A Facility Vireo Collateral Agent, (A) a valid second-priority Mortgage, (B) an appraisal by an independent appraiser selected by the Administrative Agent, with each such appraisal being procured at Borrowers’ expense and in form and substance reasonably acceptable to the Revolving Credit Facility and/or Administrative Agent, (yC) one an ALTA Policy for Title Insurance issued by a title company reasonably acceptable to the Administrative Agent, in form and substance reasonably acceptable to the Administrative Agent, or more additional Foreign Subsidiaries be added as Borrowers under marked commitment therefor, without a survey or other exception unless acceptable to the Revolving Credit FacilityAdministrative 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 request shall be subject to such Subsidiary has an interest consistent with the approval terms of the Administrative Agent and each of Vireo Credit Documents executed on the Term A Lenders and Revolving Credit Lenders (in the case of such Domestic Subsidiaries) Signing Date or the Administrative Agent and each of the Revolving Credit Lenders (in the case of such Foreign Subsidiaries). If (1) the Administrative Agent and all Term A Lenders and Revolving Credit Lenders consent to the addition of such Domestic Subsidiary as a Term A Borrower under the Term A Facility and a Revolving Credit Borrower under the Revolving Credit Facility and (2) the Administrative Agent and all Revolving Credit Lenders consent to the addition of such Foreign Subsidiary as a Revolving Credit Borrower under the Revolving Credit Facility, in each case, such Subsidiary shall be required to execute and deliver to the Administrative Agent a Borrower Joinder Agreement and shall take all action in connection therewith (a) if such Borrower is a Domestic Subsidiary, as would otherwise have been required to cause the Collateral and Guaranty Requirements and the requirements set forth in Section 6.11 to be satisfied as if such Subsidiary had been a Loan Party on the Restatement Date (and subject to any limitations on Collateral set forth therein or in the Vireo Credit Documents or the Vireo Intercreditor Agreement); (bciv) if such Borrower is a Foreign Subsidiary, as are deemed reasonably necessary requested by the Administrative Agent Agent, an opinion of counsel to provide that the Obligations of such additional Borrower be, Subsidiary addressed to the extent permitted by law, guaranteed and secured on terms no less favorable than those contained in the Collateral and Guaranty Requirements and, in the case of each of clauses (a) and (b), shall deliver to the Administrative Agent such Organization Documents, resolutions, certificates, legal opinions, lien searches and other information (including information to allow the Administrative Agent and the Lenders Lenders, in form and substance reasonably consistent with the opinion letters delivered by counsel for the Borrowers on the Restatement DateBorrower on the Third Amendment Effective Date or covering matters relating to comply with the applicable “know your customer” 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 anti-money laundering rules otherwise acceptable to the Administrative Agent; (dv) current copies of the Organization Documents of such Subsidiary, resolutions of the Board of Directors, partners, or appropriate committees thereof (and, if required by such Organization Documents or applicable law, of the shareholders, members or partners) of such Person authorizing the actions and regulationsthe execution and delivery of documents described in this Section 8.10(b), including the Act) and documents all certified by an appropriate officer as the Administrative Agent shall reasonably request. Any Subsidiary that becomes a party to this Agreement pursuant to this Section 1.09 shall thereupon be deemed for all purposes to be a Revolving Credit Borrower under the Revolving Credit Facility hereunder and/or a Term A Borrower under the Term A Facility hereundermay elect; and (vi) updated Schedules 7.12, as applicable. Notwithstanding anything in Section 11.01(a) to the contrary7.15, each Borrower Joinder Agreement may7.25, without the consent of any other Lenders (but subject to the approval by the Lenders to the addition of such U.S. Borrower or the approval by the Revolving Credit Lenders to the addition of such Foreign Borrower7.27(a), effect such amendments to this Agreement 7.27(b) and 7.27(c) reflecting the other Loan Documents (which may take the form of amendments and restatements) as may be necessary or appropriate, in the opinion consummation of the Administrative Agent, to effect the provisions of this Section 1.09, including, in the case of the addition of a Foreign Borrower, amendments limiting the amount available to be borrowed by such Foreign Borrower and any other Foreign Borrower organized in the same jurisdiction (it being understood that entities formed under the laws of different states, provinces or other localities of the same country as that of a Borrower shall be considered to be of the same jurisdiction as such Foreign Subsidiary) to a specified U.S. Dollar Equivalent of any Alternative Currency, or to effect any other amendments that shall give effect to any conditions associated with the consent of the appropriate Lenders to the addition of such U.S. Borrower or Foreign Borrower. For the avoidance of doubt, Domestic Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers under both the Revolving Credit Facility and the Term A Facility, and Foreign Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers solely under the Revolving Credit FacilityVireo Acquisition.

Additional Borrowers. Holdings Xxxxxxx may from at any time to time request that (x) one or more additional Domestic Subsidiaries be added as Borrowers after the Fifth A&R Effective Date designate any Subsidiary of the Company organized under the Term A Facility and laws of Canada, Ireland, Luxembourg, Switzerland, the Revolving Credit Facility and/or (y) one or more additional Foreign Subsidiaries be added as Borrowers under the Revolving Credit Facility, in each case, which request shall be subject to the approval of the Administrative Agent and each of the Term A Lenders and Revolving Credit Lenders (in the case of such Domestic Subsidiaries) Netherlands or the Administrative Agent and United Kingdom (each of the Revolving Credit Lenders (in the case of such Foreign Subsidiaries). If (1Subsidiary, a “Supplemental Subsidiary Borrower”) the Administrative Agent and all Term A Lenders and Revolving Credit Lenders consent to the addition of such Domestic Subsidiary as a Term A Borrower under the Term A Facility and a Revolving Credit Borrower under the Revolving Credit Facility and (2) the Administrative Agent and all Commitments, any Incremental Term Loans, any Revolving Credit Lenders consent to the addition of such Foreign Subsidiary as a Commitment Increase, Extended Term Loans, Extended Revolving Credit Borrower under the Commitment, New Revolving Credit FacilityCommitment, in each caseRevolver Replacement Loans, such Subsidiary shall be required to execute and deliver to the Administrative Agent a Borrower Joinder Agreement and shall take all action in connection therewith (a) if such Borrower is a Domestic Subsidiary, as would otherwise have been required to cause the Collateral and Guaranty Requirements and the requirements set forth in Section 6.11 to be satisfied as if such Subsidiary had been a Replacement Revolving Credit Facility or Replacement Term Loan Party on the Restatement Date and (b) if such Borrower is a Foreign Subsidiary, as are deemed reasonably necessary by the Administrative Agent to provide that the Obligations of such additional Borrower be, to the extent permitted by law, guaranteed and secured on terms no less favorable than those contained in the Collateral and Guaranty Requirements Facility and, in the case event the currency of each the jurisdiction of clauses organization of such Supplemental Subsidiary Borrower is not Euro, may cause such Supplemental Subsidiary Borrower to borrow in the currency of its jurisdiction of organization in addition to any available currencies provided herein at such time; provided that (a) and (b), shall deliver to the Administrative Agent such Organization Documents, resolutions, certificates, legal opinions, lien searches and other information (including information to allow the Administrative Agent and the Lenders to comply with making the applicable “know your customer” loans and anti-money laundering rules and regulations, including the Act) and documents as the Administrative Agent shall reasonably request. Any Subsidiary that becomes a party to this Agreement pursuant to this Section 1.09 shall thereupon be deemed for all purposes to be a Revolving Credit Borrower under the Revolving Credit Facility hereunder and/or a Term A Borrower under the Term A Facility hereunder, as applicable. Notwithstanding anything in Section 11.01(a) other extensions of credit have consented to the contrary, each designation of such Supplemental Subsidiary Borrower Joinder Agreement may, without as a Borrower hereunder with respect to such loans and other extensions of credit (it being understood that the consent of any other Lenders or the Required Lenders shall not be required) and (b) Xxxxxxx shall have delivered to each Lender which requests the same information with respect to such Supplemental Subsidiary Borrower in accordance with Section 10.20. Upon the receipt by the Administrative Agent of a Borrowing Subsidiary Agreement substantially in the form of Exhibit 11.14A executed by the applicable Supplemental Subsidiary Borrower and a security agreement pledging the Equity Interests of such Supplemental Subsidiary Borrower under applicable Law from the owner of such Equity Interests and security agreements executed by such Supplemental Subsidiary Borrower pledging those assets of such Supplemental Subsidiary Borrower which are customarily pledged in connection with similar loans or extensions of credit under applicable Law in the jurisdiction in which such Supplemental Subsidiary Borrower is organized (but in all cases subject to the approval by limitations and exclusions set forth in Section 6.11, which shall apply to any such pledge), such Supplemental Subsidiary Borrower shall be a Borrower and a party to this Agreement. It is understood and agreed that a pledge in respect of assets of, or Equity Interests in, a Supplemental Subsidiary Borrower organized in a jurisdiction other than the Lenders United States or any state thereof may consist of substantially less collateral than would otherwise be subject to a customary lien in respect of all assets of an entity organized under the laws of the United States or any state thereof. A Supplemental Subsidiary Borrower shall cease to be a Borrower hereunder at such time as no Loans, fees or any other amounts due in connection therewith pursuant to the addition terms hereof shall be outstanding by such Supplemental Subsidiary Borrower, no Letters of Credit issued for the account of such U.S. Supplemental Subsidiary Borrower or the approval by the Revolving Credit Lenders shall be outstanding and such Supplemental Subsidiary Borrower and Xxxxxxx shall have executed and delivered to the addition Administrative Agent a Borrowing Subsidiary Termination substantially in the form of such Foreign Borrower)Exhibit 11.14B. Without the consent of any other Agents or Lenders, the Administrative Agent and Xxxxxxx may effect such amendments to this Agreement and the other Loan Documents (which may take the form of amendments and restatements) as may be necessary or appropriate, in the reasonable opinion of the Administrative AgentAgent and Xxxxxxx, to effect the provisions of this Section 1.0911.14, including, in the case of the addition of a Foreign Borrower, amendments limiting the amount available including to be borrowed by such Foreign Borrower add provisions regarding interest rate terms and any other Foreign Borrower organized in the same jurisdiction (it being understood that entities formed under the laws of different states, provinces or other localities of the same country as that of a definitions. Any Supplemental Subsidiary Borrower shall be considered a Guarantor with respect to be of the same jurisdiction as such Foreign Subsidiary) to Loans for which it is not a specified U.S. Dollar Equivalent of any Alternative Currency, or to effect any other amendments that shall give effect to any conditions associated with the consent of the appropriate Lenders to the addition of such U.S. Borrower or Foreign Borrower. For the avoidance of doubt, Domestic Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers under both the Revolving Credit Facility and the Term A Facility, and Foreign Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers solely under the Revolving Credit Facility.

Additional Borrowers. Holdings The Parent Borrower may from time to time request that (x) one or more additional Domestic Subsidiaries be added as Borrowers under the Term A Facility and the Revolving Credit Facility and/or (y) one or more additional Foreign Subsidiaries be added as Borrowers under the Revolving Credit Facility, in each case, which request shall be subject to the approval of the Administrative Agent and each of the Term A Lenders and Revolving Credit Lenders (in the case of such Domestic Subsidiaries) or the Administrative Agent and each of the Revolving Credit Lenders (in the case of such Foreign Subsidiaries). If (1) the Administrative Agent and all Term A Lenders and Revolving Credit Lenders consent to the addition of such Domestic designate any wholly-owned Restricted Subsidiary as a Term A Borrower under any Revolving Commitments, any Incremental Facility or any Specified Refinancing Debt (an “Additional Borrower”); provided that unless such Borrower is incorporated or formed in a jurisdiction in which any other current Borrower is incorporated or formed, the Term A Facility jurisdiction of such Additional Borrower shall be reasonably acceptable to each applicable Lender. Such wholly-owned Restricted Subsidiary shall become an Additional Borrower and a Revolving Credit Borrower under the Revolving Credit Facility and (2) the Administrative Agent and all Revolving Credit Lenders consent party to the addition of such Foreign Subsidiary as a Revolving Credit Borrower under the Revolving Credit Facility, in each case, such Subsidiary shall be required to execute and deliver this Agreement by delivering to the Administrative Agent a an Additional Borrower Joinder Agreement Joinder, and all references to the “Borrowers” shall take all action in connection therewith also include such Additional Borrower, as applicable, upon (a) if the receipt by the Administrative Agent of (x) documentation consistent in scope with the documentation delivered in respect of the Borrowers on the Restatement Effective Date and (y) a certificate from the Parent Borrower and such Additional Borrower is a Domestic Subsidiarycertifying that as of the date of such joinder, as would otherwise have been required to cause the Collateral and Guaranty Requirements and the requirements conditions set forth in Section 6.11 to be satisfied as if such Subsidiary had been a Loan Party on the Restatement Date 4.02(a) and (b) shall be met as if a Borrowing were to occur on such Borrower is a Foreign Subsidiary, as are deemed reasonably necessary by the Administrative Agent to provide that the Obligations of such additional Borrower be, to the extent permitted by law, guaranteed and secured on terms no less favorable than those contained in the Collateral and Guaranty Requirements and, in the case of each of clauses (a) date and (b), shall deliver to the Administrative Agent such Organization Documents, resolutions, certificates, legal opinions, lien searches and other information (including information to allow the Administrative Agent and ) the Lenders to comply being provided with applicable “know your customer” and anti-money laundering rules and regulations, including the Actthirty (30) and documents Business Days’ prior notice (or such shorter period of time as the Administrative Agent shall reasonably request. Any Subsidiary that becomes a party agree) of any Additional Borrower being proposed to this Agreement be added pursuant to this Section 1.09 shall thereupon 10.20. This Agreement may be deemed for all purposes amended as necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower to effect the provisions of or be a Revolving Credit Borrower under the Revolving Credit Facility hereunder and/or a Term A Borrower under the Term A Facility hereunder, as applicableconsistent with this Section 10.20. Notwithstanding anything in Section 11.01(a) any other provision of this Agreement to the contrarycontrary (including Section 10.02), each Borrower Joinder Agreement mayany such deemed amendment may be memorialized in writing by the Administrative Agent with the Parent Borrower’s consent, but without the consent of any other Lenders (but subject other than with respect to such Xxxxxx’s approval of an Additional Borrower’s jurisdiction of incorporation or formation as set forth above), and furnished to the approval by the Lenders to the addition of such U.S. Borrower or the approval by the Revolving Credit Lenders to the addition of such Foreign Borrower), effect such amendments to this Agreement and the other Loan Documents (which may take the form of amendments and restatements) as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 1.09, including, in the case of the addition of a Foreign Borrower, amendments limiting the amount available to be borrowed by such Foreign Borrower and any other Foreign Borrower organized in the same jurisdiction (it being understood that entities formed under the laws of different states, provinces or other localities of the same country as that of a Borrower shall be considered to be of the same jurisdiction as such Foreign Subsidiary) to a specified U.S. Dollar Equivalent of any Alternative Currency, or to effect any other amendments that shall give effect to any conditions associated with the consent of the appropriate Lenders to the addition of such U.S. Borrower or Foreign Borrower. For the avoidance of doubt, Domestic Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers under both the Revolving Credit Facility and the Term A Facility, and Foreign Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers solely under the Revolving Credit Facilityparties hereto.

Additional Borrowers. Holdings (a) ACS may at any time, upon not less than 5 Business Days’ notice from time to time request that (x) one or more additional Domestic Subsidiaries be added as Borrowers under the Term A Facility and the Revolving Credit Facility and/or (y) one or more additional Foreign Subsidiaries be added as Borrowers under the Revolving Credit Facility, in each case, which request shall be subject to the approval of the Administrative Agent and each of the Term A Lenders and Revolving Credit Lenders (in the case of such Domestic Subsidiaries) or the Administrative Agent and each of the Revolving Credit Lenders (in the case of such Foreign Subsidiaries). If (1) the Administrative Agent and all Term A Lenders and Revolving Credit Lenders consent to the addition of such Domestic Subsidiary as a Term A Borrower under the Term A Facility and a Revolving Credit Borrower under the Revolving Credit Facility and (2) the Administrative Agent and all Revolving Credit Lenders consent to the addition of such Foreign Subsidiary as a Revolving Credit Borrower under the Revolving Credit Facility, in each case, such Subsidiary shall be required to execute and deliver ACS to the Administrative Agent a Borrower Joinder Agreement and shall take all action in connection therewith (a) if or such Borrower is a Domestic Subsidiary, shorter period as would otherwise have been required to cause the Collateral and Guaranty Requirements and the requirements set forth in Section 6.11 to may be satisfied as if such Subsidiary had been a Loan Party on the Restatement Date and (b) if such Borrower is a Foreign Subsidiary, as are deemed reasonably necessary agreed by the Administrative Agent to provide that the Obligations in its sole discretion), include any Subsidiary of such ACS (an “Applicant Borrower”) as an additional Borrower be, to the extent permitted receive Loans hereunder by law, guaranteed and secured on terms no less favorable than those contained in the Collateral and Guaranty Requirements and, in the case of each of clauses (a) and (b), shall deliver delivering to the Administrative Agent such Organization Documents, resolutions, certificates, legal opinions, lien searches (which shall promptly deliver counterparts thereof to each Lender) a duly executed notice and other information agreement in substantially the form of Exhibit G (including information an “Additional Borrower Notice and Assumption Agreement”). The parties hereto acknowledge and agree that prior to allow any Applicant Borrower becoming entitled to utilize the Facilities or submit a Competitive Bid Request provided for herein the Administrative Agent and the Lenders shall have received such documents and items, in form, content, and scope reasonably satisfactory to comply with applicable “know your customer” and anti-money laundering rules and regulationsAdministrative Agent, including the Actset forth on Schedule 2.16 hereto. Within five (5) and Business Days following receipt of all such documents as or items, the Administrative Agent shall reasonably request. Any Subsidiary that becomes a party either (i) notify ACS of the need to this Agreement correct, clarify, or supplement any of the items provided pursuant to this Section 1.09 clause (a) or (ii) send a notice in substantially the form of Exhibit H (an “Additional Borrower Notice”) to ACS and the Lenders specifying that the Applicant Borrower shall thereupon constitute a Borrower for purposes hereof in accordance with the terms of the Additional Borrower Notice. If the Administrative Agent has notified ACS of the need to correct, clarify, or supplement any of the items provided pursuant to this clause (a), within 5 Business Days of the receipt by the Administrative Agent of any requested corrections, clarifications or supplements to the items previously delivered pursuant to this clause (a), the Administrative Agent shall either (i) notify ACS that such Applicant Borrower has been rejected as a Borrower hereunder or (ii) send an Additional Borrower Notice to ACS and the Lenders specifying that the Applicant Borrower shall constitute a Borrower for purposes hereof in accordance with the terms of the Additional Borrower Notice. Upon the acceptance of any Applicant Borrower as a Borrower hereunder, each of the Lenders agrees to permit such Borrower to receive Loans and request Letters of Credit or Competitive Letters of Credit hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Borrower otherwise shall be deemed a Borrower for all purposes to be a Revolving Credit Borrower under the Revolving Credit Facility hereunder and/or a Term A Borrower under the Term A Facility hereunder, as applicable. Notwithstanding anything in Section 11.01(a) to the contrary, each Borrower Joinder Agreement may, without the consent of any other Lenders (but subject to the approval by the Lenders to the addition of such U.S. Borrower or the approval by the Revolving Credit Lenders to the addition of such Foreign Borrower), effect such amendments to this Agreement and the other Loan Documents (which may take the form of amendments and restatements) as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 1.09, including, in the case of the addition of a Foreign Borrower, amendments limiting the amount available to be borrowed by such Foreign Borrower and any other Foreign Borrower organized in the same jurisdiction (it being understood that entities formed under the laws of different states, provinces or other localities of the same country as that of a Borrower shall be considered to be of the same jurisdiction as such Foreign Subsidiary) to a specified U.S. Dollar Equivalent of any Alternative Currency, or to effect any other amendments that shall give effect to any conditions associated with the consent of the appropriate Lenders to the addition of such U.S. Borrower or Foreign Borrower. For the avoidance of doubt, Domestic Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers under both the Revolving Credit Facility and the Term A Facility, and Foreign Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers solely under the Revolving Credit FacilityAgreement.

Additional Borrowers. Holdings Subject to Section 8.14, Centuri may at any time, upon not less than fifteen (15) Business Days’ notice from time Centuri to time request that (x) one or more additional Domestic Subsidiaries be added as Borrowers under the Term A Facility and the Revolving Credit Facility and/or (y) one or more additional Foreign Subsidiaries be added as Borrowers under the Revolving Credit Facility, in each case, which request shall be subject to the approval of the Administrative Agent and each of the Term A Lenders and Revolving Credit Lenders (in the case of such Domestic Subsidiaries) or the Administrative Agent and each of the Revolving Credit Lenders (in the case of such Foreign Subsidiaries). If (1) the Administrative Agent and all Term A Lenders and Revolving Credit Lenders consent to the addition of such Domestic Subsidiary as a Term A Borrower under the Term A Facility and a Revolving Credit Borrower under the Revolving Credit Facility and (2) the Administrative Agent and all Revolving Credit Lenders consent to the addition of such Foreign Subsidiary as a Revolving Credit Borrower under the Revolving Credit Facility, in each case, such Subsidiary shall be required to execute and deliver to the Administrative Agent a Borrower Joinder Agreement and shall take all action in connection therewith (a) if such Borrower is a Domestic Subsidiary, as would otherwise have been required to cause the Collateral and Guaranty Requirements and the requirements set forth in Section 6.11 to be satisfied as if such Subsidiary had been a Loan Party on the Restatement Date and (b) if such Borrower is a Foreign Subsidiary, as are deemed reasonably necessary by the Administrative Agent to provide that the Obligations of such additional Borrower be, to the extent permitted by law, guaranteed and secured on terms no less favorable than those contained in the Collateral and Guaranty Requirements and, in the case of each of clauses (a) and (b), shall deliver to the Administrative Agent such Organization Documents, resolutions, certificates, legal opinions, lien searches and other information (including information to allow the Administrative Agent and the Lenders (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), request that a Wholly-Owned US Subsidiary or Wholly-Owned Canadian Subsidiary (each, an “Applicant Borrower”) be designated as an Additional Borrower to receive Loans and request Letters of Credit hereunder by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit I (an “Additional Borrower Request and Assumption Agreement”); provided that no US Subsidiary or Canadian Subsidiary may be designated as an Additional Borrower without the consent of each Revolving Credit Lender unless such US Subsidiary or Canadian Subsidiary is already a US Subsidiary Guarantor or Canadian Subsidiary Guarantor, as applicable. The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the Credit Facilities, the Administrative Agent and the Lenders shall have received such supporting Security Documents, supplements to the Loan Documents, resolutions, incumbency certificates, opinions of counsel, all documentation and other information in order to comply with requirements of any Anti-Money Laundering Laws including, without limitation, the PATRIOT Act and any applicable “know your customer” and anti-money laundering rules and regulations, including Beneficial Ownership Certification and other documents or information, in form, content and scope reasonably satisfactory to the Act) Administrative Agent, as may be required by the Administrative Agent or the Lenders in their sole discretion, and Notes signed by such new Borrowers to the extent any Lenders so require. If the Administrative Agent and the Lenders agree that an Applicant Borrower shall be entitled to receive Loans and request Letters of Credit hereunder, then promptly following receipt of all such requested documents as and information described above, the Administrative Agent shall reasonably request. Any Subsidiary send a notice in substantially the form of Exhibit J (an “Additional Borrower Notice”) to Centuri and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute an Additional Borrower for purposes hereof, whereupon each of the Lenders agrees to permit such Additional Borrower to receive Loans and request Letters of Credit hereunder, on the terms and conditions set forth herein, and each of the parties agrees that becomes such Additional Borrower otherwise shall be a party to this Agreement pursuant to this Section 1.09 shall thereupon be deemed Borrower for all purposes to of this Agreement; provided that no Notice of Borrowing or Letter of Credit Application may be a Revolving Credit Borrower under the Revolving Credit Facility hereunder and/or a Term A Borrower under the Term A Facility hereunder, as applicable. Notwithstanding anything in Section 11.01(a) to the contrary, each Borrower Joinder Agreement may, without the consent of any other Lenders (but subject to the approval submitted by the Lenders to the addition or on behalf of such U.S. Additional Borrower or until the approval by the Revolving Credit Lenders to the addition of date five (5) Business Days after such Foreign Borrower), effect such amendments to this Agreement and the other Loan Documents (which may take the form of amendments and restatements) as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 1.09, including, in the case of the addition of a Foreign Borrower, amendments limiting the amount available to be borrowed by such Foreign Borrower and any other Foreign Borrower organized in the same jurisdiction (it being understood that entities formed under the laws of different states, provinces or other localities of the same country as that of a Borrower shall be considered to be of the same jurisdiction as such Foreign Subsidiary) to a specified U.S. Dollar Equivalent of any Alternative Currency, or to effect any other amendments that shall give effect to any conditions associated with the consent of the appropriate Lenders to the addition of such U.S. Borrower or Foreign Borrower. For the avoidance of doubt, Domestic Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers under both the Revolving Credit Facility and the Term A Facility, and Foreign Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers solely under the Revolving Credit Facilityeffective date.

Additional Borrowers. Holdings The Loan Party Agent may from at any time to time request that (x) one or more additional Domestic Subsidiaries be added as Borrowers under the Term A Facility and the Revolving Credit Facility and/or (y) one or more additional Foreign Subsidiaries be added as Borrowers under the Revolving Credit Facility, in each case, which request shall be subject to the approval of the Administrative Agent and each of the Term A Lenders and Revolving Credit Lenders (in the case of such Domestic Subsidiaries) or the Administrative Agent and each of the Revolving Credit Lenders (in the case of such Foreign Subsidiaries). If (1) the Administrative Agent and all Term A Lenders and Revolving Credit Lenders consent to the addition of such a Wholly-Owned Domestic Subsidiary as a Term A Borrower under the Term A Facility and a Revolving Credit Borrower under the Revolving Credit Facility and (2) the Administrative Agent and all Revolving Credit Lenders consent to the addition of such Foreign Subsidiary as a Revolving Credit Borrower under the Revolving Credit Facility, in each case, such Subsidiary shall be is required to execute and deliver become a party hereto pursuant to the Administrative Agent a Borrower Joinder Agreement and shall take all action in connection therewith clause (a) if such Borrower is a Domestic Subsidiaryabove, as would otherwise have been required to cause the Collateral and Guaranty Requirements and the requirements set forth in Section 6.11 to be satisfied as if such Subsidiary had been a Loan Party on the Restatement Date and (b) if such Borrower is a Foreign Subsidiary, as are deemed reasonably necessary by with the Administrative Agent to provide that the Obligations of Agent’s consent in its sole discretion, designate any such additional Subsidiary of the Company (an “Applicant Borrower”) as a Borrower be, to receive Loans hereunder. The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the extent permitted by law, guaranteed and secured on terms no less favorable than those contained in the Collateral and Guaranty Requirements and, in the case of each of clauses credit facilities provided for herein (ai) and (b), shall deliver to the Administrative Agent such Organization Documents, resolutions, certificates, legal opinions, lien searches and other information (including information to allow the Administrative Agent and the Lenders that are to comply with applicable “know your customer” provide Commitments and/or Loans in favor of an Applicant Borrower must each agree to such Applicant Borrower becoming a Borrower, (ii) the Administrative Agent and anti-money laundering rules such Lenders shall have received such supporting resolutions, incumbency certificates, opinions of counsel and regulationsother documents or information, including in form, content and scope reasonably satisfactory to the ActAdministrative Agent, as may be required by the Administrative Agent, and Notes signed by such new Borrower to the extent any Lender so requires and (iii) and documents as the Administrative Agent shall reasonably requesthave conducted due diligence of the Applicant Borrower and its Collateral in scope, and with results satisfactory to the Administrative Agent in its reasonable discretion (the requirements in clauses (i), (ii) and (iii) hereof, the “New Borrower Requirements”); provided that the approval of any Applicant Borrower formed in connection with a Permitted Acquisition shall not be unreasonably delayed, conditioned or withheld. Any Subsidiary If the New Borrower Requirements are met, the Administrative Agent shall send a New Borrower Notice to the Loan Party Agent and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Borrower for purposes hereof, whereupon each of the Lenders agrees to permit such Borrower to receive Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that becomes such Borrower otherwise shall be a party to this Agreement pursuant to this Section 1.09 shall thereupon be deemed Borrower for all purposes to of this Agreement; provided that no Loan Notice or Letter of Credit Application may be a Revolving Credit Borrower under the Revolving Credit Facility hereunder and/or a Term A Borrower under the Term A Facility hereunder, as applicable. Notwithstanding anything in Section 11.01(a) to the contrary, each Borrower Joinder Agreement may, without the consent of any other Lenders (but subject to the approval submitted by the Lenders to the addition or on behalf of such U.S. Borrower or until the approval by the Revolving Credit Lenders to the addition of date five (5) Business Days after such Foreign Borrower), effect such amendments to this Agreement and the other Loan Documents (which may take the form of amendments and restatements) as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 1.09, including, in the case of the addition of a Foreign Borrower, amendments limiting the amount available to be borrowed by such Foreign Borrower and any other Foreign Borrower organized in the same jurisdiction (it being understood that entities formed under the laws of different states, provinces or other localities of the same country as that of a Borrower shall be considered to be of the same jurisdiction as such Foreign Subsidiary) to a specified U.S. Dollar Equivalent of any Alternative Currency, or to effect any other amendments that shall give effect to any conditions associated with the consent of the appropriate Lenders to the addition of such U.S. Borrower or Foreign Borrower. For the avoidance of doubt, Domestic Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers under both the Revolving Credit Facility and the Term A Facility, and Foreign Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers solely under the Revolving Credit Facilityeffective date.

Additional Borrowers. Holdings Notwithstanding anything in Section 11.01 to the contrary, following the Closing Date, the Parent Borrower may from time to time request that (x) add one or more additional Domestic of its Foreign Subsidiaries be added that is a Wholly Owned Subsidiary as Borrowers under the Term A Facility and the Revolving Credit Facility and/or (y) one or more an additional Foreign Subsidiaries be added as Borrowers under the Revolving Credit Facility, in each case, which request shall be subject to the approval of the Administrative Agent and each of the Term A Lenders and Revolving Credit Lenders (in the case of such Domestic Subsidiaries) or the Administrative Agent and each of the Revolving Credit Lenders (in the case of such Foreign Subsidiaries). If (1) the Administrative Agent and all Term A Lenders and Revolving Credit Lenders consent to the addition of such Domestic Subsidiary as a Term A Borrower under the Term A Limited Currency Revolving Facility and a or Multicurrency Revolving Credit Borrower under the Revolving Credit Facility and (2) the Administrative Agent and all Revolving Credit Lenders consent to the addition of such Foreign Subsidiary as a Revolving Credit Borrower under the Revolving Credit Facility, in each case, such Subsidiary shall be required to execute and deliver by delivering to the Administrative Agent a Foreign Borrower Joinder Agreement and shall take all action in connection therewith (a) if executed by such Borrower is a Domestic Subsidiary, as would otherwise have been required to cause the Collateral and Guaranty Requirements Subsidiary and the requirements set forth in Section 6.11 to be satisfied as if Parent Borrower. After (i) five Business Days have elapsed after such Subsidiary had been a Loan Party on the Restatement Date delivery and (bii) if such Borrower is a Foreign Subsidiary, as are deemed reasonably necessary receipt by the Lenders and the Administrative Agent to provide that the Obligations of such additional Borrower be, to documentation and other information reasonably requested by the extent permitted by law, guaranteed and secured on terms no less favorable than those contained in the Collateral and Guaranty Requirements and, in the case of each of clauses (a) and (b), shall deliver to Lenders or the Administrative Agent such Organization Documents, resolutions, certificates, legal opinions, lien searches and other information (including information to allow the Administrative Agent and the Lenders to comply for purposes of complying with applicable all necessary “know your customer” and anti-money laundering rules or other similar checks under all applicable laws and regulations, including such Foreign Subsidiary shall for all purposes of this Credit Agreement be a Foreign Borrower hereunder; provided that each Foreign Borrower shall also be a Foreign Guarantor. Any obligations in respect of borrowings by any Foreign Subsidiary under the ActCredit Agreement will constitute “Obligations,” “Foreign Obligations” and “Secured Obligations” for all purposes of the Credit Documents. If the applicable additional Foreign Borrower is organized or incorporated under the laws of, or for applicable Tax purposes is resident of or treated as engaged in a trade or business in, or having a paying agent in, any jurisdiction other than a jurisdiction under the laws of which at least one of the then-existing Borrowers is organized or incorporated on the date such Foreign Borrower Agreement is delivered to the Applicable Agent, as a condition to adding such Foreign Borrower, there shall be an amendment to the Credit Documents (including, without limitation, Section 3.01 of this Credit Agreement and the definition of “Excluded Taxes”), if such amendment is reasonably necessary or appropriate as mutually determined by the Administrative Agent and Parent Borrower which amendment must be as mutually agreed by the Administrative Agent, the Parent Borrower, the applicable Additionaladditional Foreign Borrower and each Limited Currency Revolving Lender and/or Multicurrency Revolving Lender (as applicable) (provided that no such amendment shall materially adversely affect the rights of any Lender that has not consented to such amendment). Upon the execution by the Parent Borrower and documents a Foreign Borrower and delivery to the Administrative Agent of a Foreign Borrower Termination with respect to such Foreign Borrower, such Foreign Borrower shall cease to be a Foreign Borrower and a party to this Credit Agreement; provided that no Foreign Borrower Termination will become effective as to any Foreign Borrower (other than to terminate such Foreign Borrower’’s right to make further Borrowings under this Credit Agreement) at a time when any Loan to, B/A on behalf of, or Letter of Credit issued to such Foreign Borrower shall be outstanding hereunder. Promptly following receipt of any Foreign Borrower Agreement or Foreign Borrower Termination, the Administrative Agent shall reasonably request. Any Subsidiary that becomes send a party copy thereof to this Agreement pursuant to this Section 1.09 shall thereupon be deemed for all purposes to be a Revolving Credit Borrower under the Revolving Credit Facility hereunder and/or a Term A Borrower under the Term A Facility hereunder, as applicableeach Lender. Notwithstanding anything in Section 11.01(a) to the contraryforegoing, each Borrower Joinder Agreement may, without the consent of any other Lenders (but subject to the approval by the Lenders to the addition of such U.S. Borrower or the approval by the Revolving Credit Lenders to the addition of no such Foreign Borrower), effect such amendments to this Agreement and the other Loan Documents (which Subsidiary may take the form of amendments and restatements) as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 1.09, including, in the case of the addition of become a Foreign Borrower, amendments limiting the amount available Borrower if any Limited Currency Revolving Lender or Multicurrency Revolving Lender iswould be prohibited by applicable Law from making loans to be borrowed by such Foreign Borrower and any other Foreign Borrower organized in the same jurisdiction (it being understood that entities formed under the laws of different states, provinces or other localities of the same country as that of a Borrower shall be considered to be of the same jurisdiction as such Foreign Subsidiary) to a specified U.S. Dollar Equivalent of any Alternative Currency, or to effect any other amendments that shall give effect to any conditions associated with the consent of the appropriate Lenders to the addition of such U.S. Borrower or Foreign Borrower. For the avoidance of doubt, Domestic Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers under both the Revolving Credit Facility and the Term A Facility, and Foreign Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers solely under the Revolving Credit Facility.

Additional Borrowers. Holdings may from time to time request that (x) one or more additional Domestic Subsidiaries be added as Borrowers under the Term A Facility and the Revolving Credit Facility and/or (y) one or more additional Foreign Subsidiaries be added as Borrowers under the Revolving Credit Facility, in each casehereunder, which request shall be subject to the approval of the Applicable Administrative Agent and each of the Term A Lenders and Revolving Credit Lenders (in the case of i) if such additional Subsidiary is a Domestic Subsidiaries) or the Administrative Agent and Subsidiary, each of the Revolving Credit Lenders and (in ii) if such additional Subsidiary is a Foreign Subsidiary, each of the case of such Foreign Subsidiaries)Multicurrency Revolving Credit Lenders. If (1) the Applicable Administrative Agent and all Term A Lenders and the Revolving Credit Lenders or all the Multicurrency Revolving Credit Lenders, as applicable, consent to the addition of such Domestic Subsidiary as a Term A Borrower under the Term A Facility and a Revolving Credit Borrower under the Revolving Credit Facility and (2) the Administrative Agent and all Revolving Credit Lenders consent to the addition of such Foreign Subsidiary as a Revolving Credit Borrower under the U.S. Dollar Revolving Credit Facility, in each caseFacility and/or the Multicurrency Revolving Credit Facility (as applicable), such Subsidiary shall be required to execute and deliver to the Applicable Administrative Agent a Borrower Joinder Agreement and shall take all action in connection therewith (a) if such Revolving Credit Borrower is a Domestic SubsidiaryU.S. Borrower or a Canadian Borrower, as would otherwise have been required to cause the Collateral and Guaranty Requirements and the requirements set forth in Section 6.11 to be satisfied as if such Subsidiary had been a Revolving Loan Party on the Restatement Closing Date and (b) if such Revolving Credit Borrower is a any other Foreign SubsidiaryBorrower, as are deemed reasonably necessary by the Applicable Administrative Agent to provide that the Obligations of such additional Revolving Credit Borrower be, to the extent permitted by law, guaranteed and secured on terms no less favorable than those contained in the Collateral and Guaranty Requirements and, in the case of each of clauses (a) and (b), shall deliver to the Applicable Administrative Agent such Organization Documents, resolutions, certificates, legal opinions, lien searches and other information (including information to allow the Applicable Administrative Agent and the Revolving Credit Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the Act) and documents as the Applicable Administrative Agent shall reasonably request. Any Subsidiary that becomes a party to this Agreement pursuant to this Section 1.09 shall thereupon be deemed for all purposes to be a Revolving Credit Borrower under the U.S. Dollar Revolving Credit Facility hereunder and/or a Term A Borrower under the Term A Facility hereunderMulticurrency Revolving Credit Facility, as applicable, hereunder. Notwithstanding anything in Section 11.01(a) to the contrary, each Borrower Joinder Agreement may, without the consent of any other Lenders (but subject to the approval by the Revolving Credit Lenders or the Multicurrency Revolving Credit Lenders, as applicable, to the addition of such U.S. Borrower or the approval by the Revolving Credit Lenders to the addition of such Foreign Borrower), effect such amendments to this Agreement and the other Loan Documents (which may take the form of amendments and restatements) as may be necessary or appropriate, in the opinion of the Applicable Administrative Agent, to effect the provisions of this Section 1.09, including, in the case of the addition of a Foreign BorrowerSubsidiary (other than a Canadian Subsidiary), amendments limiting the amount available to be borrowed by such Foreign Borrower Subsidiary and any other Foreign Borrower organized in the same jurisdiction (it being understood that entities formed under the laws of different states, provinces or other localities of the same country as that of a Revolving Credit Borrower shall be considered to be of the same jurisdiction as such Foreign Subsidiary) to a specified U.S. Dollar Equivalent of any Alternative Currency, or to effect any Currency (other amendments that shall give effect to any conditions associated with the consent of the appropriate Lenders to the addition of such U.S. Borrower or Foreign Borrowerthan Canadian Dollars). For the avoidance of doubt, Domestic Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers under both the U.S. Dollar Revolving Credit Facility and the Term A Multicurrency Revolving Credit Facility, and . Foreign Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers solely under the Multicurrency Revolving Credit Facility.

Additional Borrowers. Holdings Notwithstanding anything in Section 11.01 to the contrary, following the Closing Date, the Parent Borrower may from time to time request that (x) add one or more additional Domestic of its Foreign Subsidiaries be added that is a Wholly Owned Subsidiary as Borrowers under the Term A Facility and the Revolving Credit Facility and/or (y) one or more an additional Foreign Subsidiaries be added as Borrowers under the Revolving Credit Facility, in each case, which request shall be subject to the approval of the Administrative Agent and each of the Term A Lenders and Revolving Credit Lenders (in the case of such Domestic Subsidiaries) or the Administrative Agent and each of the Revolving Credit Lenders (in the case of such Foreign Subsidiaries). If (1) the Administrative Agent and all Term A Lenders and Revolving Credit Lenders consent to the addition of such Domestic Subsidiary as a Term A Borrower under the Term A Limited Currency Revolving Facility and a or Multicurrency Revolving Credit Borrower under the Revolving Credit Facility and (2) the Administrative Agent and all Revolving Credit Lenders consent to the addition of such Foreign Subsidiary as a Revolving Credit Borrower under the Revolving Credit Facility, in each case, such Subsidiary shall be required to execute and deliver by delivering to the Administrative Agent a Foreign Borrower Joinder Agreement and shall take all action in connection therewith (a) if executed by such Borrower is a Domestic Subsidiary, as would otherwise have been required to cause the Collateral and Guaranty Requirements Subsidiary and the requirements set forth in Section 6.11 to be satisfied as if Parent Borrower. After (i) five Business Days have elapsed after such Subsidiary had been a Loan Party on the Restatement Date delivery and (bii) if such Borrower is a Foreign Subsidiary, as are deemed reasonably necessary receipt by the Lenderseach Lender and the Administrative Agent to provide that the Obligations of such additional Borrower be, to the extent permitted by law, guaranteed and secured on terms no less favorable than those contained in the Collateral and Guaranty Requirements and, in the case of each of clauses (a) and (b), shall deliver to the Administrative Agent such Organization Documents, resolutions, certificates, legal opinions, lien searches documentation and other information (including information to allow reasonably requested by the Lenderssuch Lender or the Administrative Agent Agent, as the case may be (which documentation and the Lenders information shall be reasonably satisfactory to comply such Lender), for purposes of complying with applicable all necessary “know your customer” and anti-money laundering rules or other similar checks under all applicable laws and regulations, including such Foreign Subsidiary shall for all purposes of this Credit Agreement be a Foreign Borrower hereunder; provided that each Foreign Borrower shall also be a Foreign Guarantor. Any obligations in respect of borrowings by any Foreign Subsidiary under the ActCredit Agreement will constitute “Obligations,” “Foreign Obligations” and “Secured Obligations” for all purposes of the Credit Documents. If the applicable additional Foreign Borrower is organized or incorporated under the laws of, or for applicable Tax purposes is resident of or treated as engaged in a trade or business in, or having a paying agent in, any jurisdiction other than a jurisdiction under the laws of which at least one of the then-existing Borrowers is organized or incorporated on the date such Foreign Borrower Agreement is delivered to the Applicable Agent, as a condition to adding such Foreign Borrower, there shall be an amendment to the Credit Documents (including, without limitation, to Section 3.01 of this Credit Agreement and the definition of “Excluded Taxes”), if such amendment is reasonably necessary or appropriate as mutually determined by the Administrative Agent and Parent Borrower which amendment must be as mutually agreed by the Administrative Agent, the Parent Borrower, the applicable additional Foreign Borrower and each Limited Currency Revolving Lender and/or Multicurrency Revolving Lender (as applicable) (provided that no such amendment shall materially adversely affect the rights of any Lender that has not consented to such amendment). Upon the execution by the Parent Borrower and documents a Foreign Borrower and delivery to the Administrative Agent of a Foreign Borrower Termination with respect to such Foreign Borrower, such Foreign Borrower shall cease to be a Foreign Borrower and a party to this Credit Agreement; provided that no Foreign Borrower Termination will become effective as to any Foreign Borrower (other than to terminate such Foreign Borrower’s right to make further Borrowings under this Credit Agreement) at a time when any Loan to, B/A on behalf of, or Letter of Credit issued to such Foreign Borrower shall be outstanding hereunder. Promptly following receipt of any Foreign Borrower Agreement or Foreign Borrower Termination, the Administrative Agent shall reasonably request. Any Subsidiary that becomes send a party copy thereof to this Agreement pursuant to this Section 1.09 shall thereupon be deemed for all purposes to be a Revolving Credit Borrower under the Revolving Credit Facility hereunder and/or a Term A Borrower under the Term A Facility hereunder, as applicableeach Lender. Notwithstanding anything in Section 11.01(a) to the contraryforegoing, each Borrower Joinder Agreement may, without the consent of any other Lenders (but subject to the approval by the Lenders to the addition of such U.S. Borrower or the approval by the Revolving Credit Lenders to the addition of no such Foreign Borrower), effect such amendments to this Agreement and the other Loan Documents (which Subsidiary may take the form of amendments and restatements) as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 1.09, including, in the case of the addition of become a Foreign Borrower, amendments limiting the amount available Borrower if any Limited Currency Revolving Lender or Multicurrency Revolving Lender would be prohibited by applicable Law from making loans to be borrowed by such Foreign Borrower and any other Foreign Borrower organized in the same jurisdiction (it being understood that entities formed under the laws of different states, provinces or other localities of the same country as that of a Borrower shall be considered to be of the same jurisdiction as such Foreign Subsidiary) to a specified U.S. Dollar Equivalent of any Alternative Currency, or to effect any other amendments that shall give effect to any conditions associated with the consent of the appropriate Lenders to the addition of such U.S. Borrower or Foreign Borrower. For the avoidance of doubt, Domestic Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers under both the Revolving Credit Facility and the Term A Facility, and Foreign Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers solely under the Revolving Credit Facility.

Additional Borrowers. Holdings may from time If after the Closing Date, an Additional Borrower desires to time request that become a Borrower hereunder, the Additional Borrower shall: (xi) one or more additional Domestic Subsidiaries be added as Borrowers under the Term A Facility and the Revolving Credit Facility and/or provide at least five (y5) one or more additional Foreign Subsidiaries be added as Borrowers under the Revolving Credit Facility, in each case, which request shall be subject Business Days’ prior notice to the approval of Administrative Agent, and such notice shall designate whether the Administrative Agent and each of the Term A Lenders and Revolving Credit Lenders Additional Borrower proposes to be a Singapore Borrower, an Australia Borrower or a Hong Kong Borrower; (in the case of such Domestic Subsidiariesii) or the Administrative Agent and each of the Revolving Credit Lenders (in the case of such Foreign Subsidiaries). If (1) the Administrative Agent and all Term A Lenders and Revolving Credit Lenders consent to the addition of such Domestic Subsidiary as a Term A Borrower under the Term A Facility and a Revolving Credit Borrower under the Revolving Credit Facility and (2) the Administrative Agent and all Revolving Credit Lenders consent to the addition of such Foreign Subsidiary as a Revolving Credit Borrower under the Revolving Credit Facility, in each case, such Subsidiary shall be required to duly execute and deliver to the Administrative Agent a Borrower Joinder Agreement Accession Agreement; (iii) satisfy all of the conditions with respect thereto in form and shall take all action in connection therewith (a) if such Borrower is a Domestic Subsidiary, as would otherwise have been required to cause the Collateral and Guaranty Requirements and the requirements set forth in Section 6.11 to be satisfied as if such Subsidiary had been a Loan Party on the Restatement Date and (b) if such Borrower is a Foreign Subsidiary, as are deemed substance reasonably necessary by the Administrative Agent to provide that the Obligations of such additional Borrower be, to the extent permitted by law, guaranteed and secured on terms no less favorable than those contained in the Collateral and Guaranty Requirements and, in the case of each of clauses (a) and (b), shall deliver satisfactory to the Administrative Agent such Organization Documents, resolutions, certificates, legal opinions, lien searches and other information Agent; (including information to allow iv) satisfy the Administrative Agent and the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the Act) and documents as requirements of the Administrative Agent shall reasonably request. Any Subsidiary and each Lender and (v) obtain the consent of the Lenders in the applicable Facility under which such Additional Borrower proposes to become a Borrower that becomes such Additional Borrower is acceptable as a party to this Agreement pursuant to this Section 1.09 shall thereupon be deemed for all purposes to be a Revolving Credit Borrower under the Revolving Credit Facility hereunder and/or Loan Documents. The Additional Borrower’s addition as a Term A Borrower under shall also be conditioned upon (x) the Term A Facility hereunder, as applicable. Notwithstanding anything in Section 11.01(a) to the contrary, each Borrower Joinder Agreement may, without the consent of Administrative Agent having determined that no withholding taxes will be imposed on any other Lenders (but subject to the approval by the Lenders to Lender after the addition of such U.S. Additional Borrower or the approval by the Revolving Credit Lenders to as a result of the addition of such Foreign Additional Borrower and (y) the Administrative Agent having received (A) a certificate signed by a duly authorized officer of the Additional Borrower, dated the date of such Borrower Accession Agreement certifying that: (1) the representations and warranties contained in each Loan Document are true and correct on and as of such date, before and after giving effect to the Additional Borrower becoming a Borrower and as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date (in which case such representations and warranties shall have been true and correct on and as of such earlier date) and (2) no Default or Event of Default has occurred and is continuing as of such date or would occur as a result of the Additional Borrower becoming a Borrower, (B) all of the documents set forth in Sections 3.01(a)(iii), effect such amendments (iv), (v), (vi), (vii), (viii) with respect to this Agreement the Additional Borrower and (C) a corporate formalities legal opinion relating to the other Loan Documents (which may take the form of amendments and restatements) as may be necessary or appropriate, in the opinion of Additional Borrower from counsel reasonably acceptable to the Administrative Agent, all in form and substance reasonably satisfactory to effect the provisions of this Section 1.09, including, in Agent. Upon the case of the Additional Borrower’s addition of as a Foreign Borrower, amendments limiting the amount available to be borrowed by such Foreign Borrower and any other Foreign Borrower organized in the same jurisdiction (it being understood that entities formed under the laws of different states, provinces or other localities of the same country as that of a Additional Borrower shall be considered deemed to be a Singapore Borrower, an Australia Borrower or a Hong Kong Borrower hereunder, as the case may be. The Administrative Agent shall promptly notify each Lender upon the Additional Borrower’s addition as a Borrower hereunder and shall, upon request by any Lender, provide such Lender with a copy of the same jurisdiction as such Foreign Subsidiary) to a specified U.S. Dollar Equivalent of any Alternative Currency, or to effect any other amendments that shall give effect to any conditions associated with the consent of the appropriate Lenders to the addition of such U.S. executed Borrower or Foreign Borrower. For the avoidance of doubt, Domestic Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers under both the Revolving Credit Facility and the Term A Facility, and Foreign Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers solely under the Revolving Credit FacilityAccession Agreement.

Additional Borrowers. Holdings (a) Notwithstanding anything in Section 11.12 to the contrary, following the Closing Date and subject to the conditions set forth in Section 4.03, the Parent Borrower may from time to time request that (x) one or more additional Domestic of its Subsidiaries that is a wholly-owned Restricted Subsidiary be added as Borrowers under the Term A Facility and the Revolving Credit Facility and/or (y) one or more an additional Foreign Subsidiaries be added as Borrowers Borrower under the Revolving Credit Facility, in each case, which request shall be subject Facility by delivering to the approval of the Administrative Agent an Additional Borrower Agreement executed by such Subsidiary and each the Parent Borrower. Such Subsidiary shall for all purposes of this Agreement be a Borrower hereunder no earlier than the Term A latest of (i) five (5) Business Days (or such shorter period as the Administrative Agent may in its discretion agree) after delivery of such Additional Borrower Agreement, (ii) receipt by the Lenders and Revolving Credit Lenders (in the case Administrative Agent of such Domestic Subsidiaries) documentation and other information reasonably requested by the Lenders or the Administrative Agent and each for purposes of the Revolving Credit Lenders (in the case of such Foreign Subsidiaries). If (1) the Administrative Agent and complying with all Term A Lenders and Revolving Credit Lenders consent to the addition of such Domestic Subsidiary as a Term A Borrower under the Term A Facility and a Revolving Credit Borrower under the Revolving Credit Facility and (2) the Administrative Agent and all Revolving Credit Lenders consent to the addition of such Foreign Subsidiary as a Revolving Credit Borrower under the Revolving Credit Facility, in each case, such Subsidiary shall be required to execute and deliver to the Administrative Agent a Borrower Joinder Agreement and shall take all action in connection therewith (a) if such Borrower is a Domestic Subsidiary, as would otherwise have been required to cause the Collateral and Guaranty Requirements and the requirements set forth in Section 6.11 to be satisfied as if such Subsidiary had been a Loan Party on the Restatement Date and (b) if such Borrower is a Foreign Subsidiary, as are deemed reasonably necessary by the Administrative Agent to provide that the Obligations of such additional Borrower be, to the extent permitted by law, guaranteed and secured on terms no less favorable than those contained in the Collateral and Guaranty Requirements and, in the case of each of clauses (a) and (b), shall deliver to the Administrative Agent such Organization Documents, resolutions, certificates, legal opinions, lien searches and other information (including information to allow the Administrative Agent and the Lenders to comply with applicable “know your customer” or other similar checks under all applicable laws and anti-money laundering rules and regulations, including regulations provided that there has been no written objection submitted by any of the Act) and documents as Lenders or the Administrative Agent shall reasonably request. Any Subsidiary that becomes within five (5) Business Days of the date of receipt of such documentation and other information and (iii) if the applicable Additional Borrower is organized or incorporated in or under the laws of, or for applicable Tax purposes is resident of or treated as engaged in a party trade or business in, any jurisdiction other than a jurisdiction in or under the laws of which at least one of the then-existing Borrowers is organized or incorporated on the date such Additional Borrower Agreement is delivered to the Administrative Agent, an amendment of this Agreement pursuant to this Section 1.09 shall thereupon be deemed for all purposes to be a Revolving Credit Borrower under the Revolving Credit Facility hereunder and/or a Term A Borrower under the Term A Facility hereunder, as applicable. Notwithstanding anything in Section 11.01(a) to the contrary, each Borrower Joinder Agreement may(including, without limitation, Section 3.02, Section 3.02A and the consent definition of any other Lenders (but subject to the approval by the Lenders to the addition of such U.S. Borrower or the approval by the Revolving Credit Lenders to the addition of such Foreign Borrower), effect such amendments to this Agreement “Excluded Taxes”) and the other Loan Documents (to include such Subsidiary as an Additional Borrower hereunder, which may take the form of amendments and restatements) amendment must be as may be necessary or appropriate, in the opinion of mutually agreed by the Administrative Agent, to effect the provisions of this Section 1.09, including, in the case of the addition of a Foreign Parent Borrower, amendments limiting the amount available to be borrowed by such Foreign applicable Additional Borrower and each Lender (provided that no such amendment shall materially adversely affect the rights of any other Foreign Borrower organized in the same jurisdiction Lender that has not consented to such amendment); provided that (it being understood that entities formed under the laws of different states, provinces or other localities of the same country as that of a a) each Additional Borrower shall also be considered to a Guarantor and (b) neither the Administrative Agent nor any Lender shall be of the same jurisdiction as such Foreign Subsidiary) to a specified U.S. Dollar Equivalent of any Alternative Currency, or to effect any other amendments that shall give effect to any conditions associated with the consent of the appropriate Lenders to materially adversely affected by the addition of such U.S. Borrower or Foreign Additional Borrower. For Any obligations in respect of borrowings by any Borrower under this Agreement will constitute “Obligations” for all purposes of the avoidance Loan Documents. Promptly following receipt of doubt, Domestic Subsidiaries of Holdings that become Borrowers pursuant any Additional Borrower Agreement the Administrative Agent shall send a copy thereof to this Section 1.09 shall become Borrowers under both the Revolving Credit Facility and the Term A Facility, and Foreign Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers solely under the Revolving Credit Facilityeach Lender.

Additional Borrowers. Holdings The Parent Borrower may from time to time request that (x) one or more additional Domestic Subsidiaries be added as Borrowers under the Term A Facility and the Revolving Credit Facility and/or (y) one or more additional Foreign Subsidiaries be added as Borrowers under the Revolving Credit Facility, in each case, which request shall be subject to the approval of the Administrative Agent and each of the Term A Lenders and Revolving Credit Lenders (in the case of such Domestic Subsidiaries) or the Administrative Agent and each of the Revolving Credit Lenders (in the case of such Foreign Subsidiaries). If (1) the Administrative Agent and all Term A Lenders and Revolving Credit Lenders consent to the addition of such Domestic designate any wholly-owned Restricted Subsidiary as a Term A Borrower under any Revolving Commitments or any Incremental Facility (an “Additional Borrower”); provided that unless such Borrower is incorporated or formed in a jurisdiction in which any other current Borrower is incorporated or formed, the Term A Facility jurisdiction of such Additional Borrower shall be reasonably acceptable to the applicable Lenders. Such wholly-owned Restricted Subsidiary shall become an Additional Borrower and a Revolving Credit Borrower under the Revolving Credit Facility and (2) the Administrative Agent and all Revolving Credit Lenders consent party to the addition of such Foreign Subsidiary as a Revolving Credit Borrower under the Revolving Credit Facility, in each case, such Subsidiary shall be required to execute and deliver this Agreement by delivering to the Administrative Agent a an Additional Borrower Joinder Agreement Joinder, and all references to the “Borrowers” shall take all action in connection therewith also include such Additional Borrower, as applicable, upon (a) if the receipt by the Administrative Agent of (x) documentation consistent in scope with the documentation delivered in respect of the Borrowers on the Closing Date and (y) a certificate from the Parent Borrower and such Additional Borrower is a Domestic Subsidiarycertifying that as of the date of such joinder, as would otherwise have been required to cause the Collateral and Guaranty Requirements and the requirements conditions set forth in Section 6.11 to be satisfied as if such Subsidiary had been a Loan Party on the Restatement Date 4.02(a) and (b) shall be met as if 185 a Borrowing were to occur on such Borrower is a Foreign Subsidiary, as are deemed reasonably necessary by the Administrative Agent to provide that the Obligations of such additional Borrower be, to the extent permitted by law, guaranteed and secured on terms no less favorable than those contained in the Collateral and Guaranty Requirements and, in the case of each of clauses (a) date and (b), shall deliver to the Administrative Agent such Organization Documents, resolutions, certificates, legal opinions, lien searches and other information (including information to allow the Administrative Agent and ) the Lenders to comply being provided with applicable “know your customer” and anti-money laundering rules and regulations, including the Actthirty (30) and documents Business Days’ prior notice (or such shorter period of time as the Administrative Agent shall reasonably request. Any Subsidiary that becomes a party agree) of any Additional Borrower being proposed to this Agreement be added pursuant to this Section 1.09 shall thereupon 10.20. This Agreement may be deemed for all purposes amended as necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower to effect the provisions of or be a Revolving Credit Borrower under the Revolving Credit Facility hereunder and/or a Term A Borrower under the Term A Facility hereunder, as applicableconsistent with this Section 10.20. Notwithstanding anything in Section 11.01(a) any other provision of this Agreement to the contrarycontrary (including Section 10.02), each Borrower Joinder Agreement mayany such deemed amendment may be memorialized in writing by the Administrative Agent with the Parent Borrower’s consent, but without the consent of any other Lenders (but subject other than with respect to such Lender’s approval of an Additional Borrower’s jurisdiction of incorporation or formation as set forth above), and furnished to the approval by the Lenders to the addition of such U.S. Borrower or the approval by the Revolving Credit Lenders to the addition of such Foreign Borrower), effect such amendments to this Agreement and the other Loan Documents (which may take the form of amendments and restatements) as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 1.09, including, in the case of the addition of a Foreign Borrower, amendments limiting the amount available to be borrowed by such Foreign Borrower and any other Foreign Borrower organized in the same jurisdiction (it being understood that entities formed under the laws of different states, provinces or other localities of the same country as that of a Borrower shall be considered to be of the same jurisdiction as such Foreign Subsidiary) to a specified U.S. Dollar Equivalent of any Alternative Currency, or to effect any other amendments that shall give effect to any conditions associated with the consent of the appropriate Lenders to the addition of such U.S. Borrower or Foreign Borrower. For the avoidance of doubt, Domestic Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers under both the Revolving Credit Facility and the Term A Facility, and Foreign Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers solely under the Revolving Credit Facilityparties hereto.

Additional Borrowers. Holdings Terex may from time to time request designate any of its wholly owned Subsidiaries that is a Restricted Subsidiary as a Borrower under any Class of Revolving Credit Commitments; provided that (x) one or more additional Domestic Subsidiaries be added as Borrowers under the Term A Facility and the Revolving Credit Facility and/or (y) one or more additional Foreign Subsidiaries be added as Borrowers under the Revolving Credit Facility, in each case, which request shall be subject to the approval of the Administrative Agent and each of the Term A Lenders and Revolving Credit Lenders (in the case of such Domestic Subsidiaries) or the Administrative Agent and each of the Revolving Credit Lenders (in the case of such Foreign Subsidiaries). If (1i) the Administrative Agent shall be reasonably satisfied that the applicable Lenders may make loans and all Term A Lenders other extensions of credit to such person in the applicable currency or currencies in such person's jurisdiction in compliance with applicable laws and Revolving Credit Lenders consent regulations and without being subject to the addition of such Domestic Subsidiary as a Term A Borrower under the Term A Facility and a Revolving Credit Borrower under the Revolving Credit Facility any unreimbursed or unindemnified Tax or other expense and (2ii) the Administrative Agent Terex and all Revolving Credit Lenders consent to the addition of such Foreign Subsidiary as a Revolving Credit Borrower under the Revolving Credit Facility, in each case, such Restricted Subsidiary shall be required to execute and deliver to the Administrative Agent a Borrower Joinder Agreement and shall take all action in connection therewith (a) if such Borrower is a Domestic Subsidiary, as would otherwise have been required to cause the Collateral and Guaranty Requirements and the requirements set forth in Section 6.11 to be satisfied as if such Subsidiary had been a Loan Party on the Restatement Date and (b) if such Borrower is a Foreign Subsidiary, as are deemed reasonably necessary by the Administrative Agent to provide that the Obligations of such additional Borrower be, to the extent permitted by law, guaranteed and secured on terms no less favorable than those contained in the Collateral and Guaranty Requirements and, in the case of each of clauses (a) and (b), shall deliver delivered to the Administrative Agent such Organization Documents, resolutions, certificates, legal opinions, lien searches and other information corporate documentation (including information to allow the Administrative Agent and the Lenders to comply with all applicable “know your customer” documentation), charter documents, by-laws, resolutions and anti-money laundering rules legal opinions (in each case, consistent with those provided or required to be provided by Terex under Sections 4.01 and regulations4.02 on the Effective Date and the Funding Date, including respectively, modified as appropriate for the Actjurisdiction in question or otherwise as may be agreed to by the Administrative Agent. For purposes of clause (i) of the preceding sentence, absent a Change in Law affecting any such Subsidiary, the “Subsidiary Borrowers” under, and documents as defined in, the Existing Credit Agreement as of the Effective Date shall be deemed to be acceptable as borrowers hereunder with respect to any similar facilities hereunder. Upon the receipt by the Administrative Agent of a Borrowing Subsidiary Agreement executed by such a wholly owned Subsidiary and Terex, and the documentation referred to in the preceding sentence, such wholly owned Subsidiary shall reasonably request. Any be a Subsidiary that becomes Borrower and a party to this Agreement pursuant to this Section 1.09 Agreement. A Subsidiary shall thereupon be deemed for all purposes cease to be a Revolving Subsidiary Borrower hereunder at such time as no Loans, Fees or any other amounts due in connection therewith pursuant to the terms hereof shall be outstanding by such Subsidiary, no Letters of Credit Borrower under issued for the Revolving Credit Facility hereunder and/or account of such Subsidiary shall be outstanding and such Subsidiary and Terex shall have executed and delivered to the Administrative Agent a Term A Borrower under the Term A Facility hereunderBorrowing Subsidiary Termination; provided that, as applicable. Notwithstanding notwithstanding anything in Section 11.01(a) herein to the contrary, each Borrower Joinder Agreement may, without the consent of any other Lenders (but subject to the approval by the Lenders to the addition of such U.S. Borrower or the approval by the Revolving Credit Lenders to the addition of such Foreign Borrower), effect such amendments to this Agreement and the other Loan Documents (which may take the form of amendments and restatements) as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 1.09, including, in the case of the addition of a Foreign Borrower, amendments limiting the amount available no Subsidiary shall cease to be borrowed by such Foreign a Subsidiary Borrower and any other Foreign Borrower organized in the same jurisdiction (solely because it being understood that entities formed under the laws of different states, provinces or other localities of the same country as that of no longer is a Borrower shall be considered to be of the same jurisdiction as such Foreign wholly owned Subsidiary) to a specified U.S. Dollar Equivalent of any Alternative Currency, or to effect any other amendments that shall give effect to any conditions associated with the consent of the appropriate Lenders to the addition of such U.S. Borrower or Foreign Borrower. For the avoidance of doubt, Domestic Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers under both the Revolving Credit Facility and the Term A Facility, and Foreign Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers solely under the Revolving Credit Facility.

Additional Borrowers. Holdings (a) Parent may from time designate any wholly-owned Restricted Subsidiary as a Borrower hereunder with respect to time request the Revolving Facility and/or any Incremental Revolving Commitments (and Incremental Revolving Loans) or any Incremental Term Loan Commitments or Incremental Term Loans (other than Incremental Term Loans that are not Other Term Loans); provided, however, that such wholly-owned Restricted Subsidiary shall be organized under the laws of (i) the same jurisdiction under which any other Borrower is organized or (ii) otherwise, a jurisdiction that is reasonably acceptable to the (x) one or more additional Domestic Subsidiaries be added as Borrowers under the Term A Facility and the Revolving Credit Facility and/or (y) one or more additional Foreign Subsidiaries be added as Borrowers under the Revolving Credit Facility, in each case, which request shall be subject to the approval of the Administrative Agent and each of the Term A Lenders and Revolving Credit Lenders (y)(1) in the case of such Domestic Subsidiaries) or an Additional Borrower with respect to the Administrative Agent and Revolving Facility, each of the Revolving Credit Lenders (in the case of such Foreign Subsidiaries). If (1) the Administrative Agent and all Term A Lenders and Revolving Credit Lenders consent to the addition of such Domestic Subsidiary as a Term A Borrower under the Term A Facility and a Revolving Credit Borrower under the Revolving Credit Facility and (2) in the Administrative Agent and all Revolving Credit case of an Additional Borrower with respect to any Incremental Term Loans that are Other Term Loans, the Incremental Term Lenders consent with respect to the addition of such Foreign Subsidiary as a Revolving Credit Borrower under the Revolving Credit Facility, in each case, such Incremental Term Loans. Such wholly-owned Restricted Subsidiary shall be required become an Additional Borrower and a party to execute and deliver this Agreement by delivering to the Administrative Agent a an Additional Borrower Joinder Agreement Joinder, and all references to the “Borrower” shall take all action in connection therewith also include such Additional Borrower, as applicable, upon (a) if such Borrower is a Domestic Subsidiary, as would otherwise have been required to cause the Collateral and Guaranty Requirements and the requirements set forth in Section 6.11 to be satisfied as if such Subsidiary had been a Loan Party on the Restatement Date and (b) if such Borrower is a Foreign Subsidiary, as are deemed reasonably necessary receipt by the Administrative Agent to provide that of (i) copies, certified by the Obligations secretary or assistant secretary of such additional Additional Borrower, of resolutions of the board of directors or similar governing body of such Additional Borrower be, approving this Agreement and any other Loan Documents to which such Additional Borrower is becoming a party and performing the extent permitted by law, guaranteed obligations thereunder and secured on terms no less favorable than those contained in the Collateral such other documents and Guaranty Requirements and, in the case of each of clauses (a) and (b), shall deliver to certificates as the Administrative Agent or its counsel may reasonably request relating to the organization and existence of such Organization DocumentsAdditional Borrower; (ii) an incumbency certificate, resolutionsexecuted by the secretary or assistant secretary of such Additional Borrower, certificateswhich shall identify by name and title and bear the signature of the officers of such Additional Borrower authorized to request Borrowings hereunder and sign this Agreement and the other Loan Documents to which such Additional Borrower is becoming a party, legal opinions, lien searches and other information (including information to allow upon which certificate the Administrative Agent and the Lenders shall be entitled to comply rely until informed of any change in writing by Parent or such Additional Borrower, as applicable; (iii) opinions of counsel to such Additional Borrower, in form and substance reasonably satisfactory to the Administrative Agent and its counsel, with respect to the laws of its jurisdiction of organization and such other customary matters as are reasonably requested by counsel to the Administrative Agent and addressed to the Administrative Agent and the Lenders; (iv) at least three (3) Business Days prior to such designation, any other instruments and documents reasonably requested by the Administrative Agent and each Lender under applicable “know your know-your-customer” and anti-money laundering or similar rules and regulations, including the ActUSA Patriot Act and the Beneficial Ownership Regulation; and (v) a certificate from Parent and such Additional Borrower certifying that as of the date of such joinder, the conditions set forth in Section 4.02(a) and documents (b) shall be met as if a Credit Event were to occur on such date and (b) the Lenders being provided with ten (10) Business Days’ prior notice (or such shorter period of time as the Administrative Agent shall reasonably request. Any Subsidiary that becomes a party agree) of any Additional Borrower being proposed to this Agreement be added pursuant to this Section 1.09 shall thereupon 9.18(a). This Agreement may be deemed for all purposes amended as necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parent to effect the provisions of or be a Revolving Credit Borrower under the Revolving Credit Facility hereunder and/or a Term A Borrower under the Term A Facility hereunder, as applicableconsistent with this Section 9.18(a). Notwithstanding anything in Section 11.01(a) any other provision of this Agreement to the contrary, each Borrower Joinder Agreement mayany such deemed amendment may be memorialized in writing by the Administrative Agent with Xxxxxx’s consent, but without the consent of any other Lenders (but subject and furnished to the approval by the Lenders to the addition of such U.S. Borrower or the approval by the Revolving Credit Lenders to the addition of such Foreign Borrower), effect such amendments to this Agreement and the other Loan Documents (which may take the form of amendments and restatements) as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 1.09, including, in the case of the addition of a Foreign Borrower, amendments limiting the amount available to be borrowed by such Foreign Borrower and any other Foreign Borrower organized in the same jurisdiction (it being understood that entities formed under the laws of different states, provinces or other localities of the same country as that of a Borrower shall be considered to be of the same jurisdiction as such Foreign Subsidiary) to a specified U.S. Dollar Equivalent of any Alternative Currency, or to effect any other amendments that shall give effect to any conditions associated with the consent of the appropriate Lenders to the addition of such U.S. Borrower or Foreign Borrower. For the avoidance of doubt, Domestic Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers under both the Revolving Credit Facility and the Term A Facility, and Foreign Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers solely under the Revolving Credit Facilityparties hereto.

Additional Borrowers. Holdings may from time to time request that (xa) one or more additional Domestic Subsidiaries be added as Borrowers under the Term A Facility and the Revolving Credit Facility and/or Upon not less than fifteen (y15) one or more additional Foreign Subsidiaries be added as Borrowers under the Revolving Credit Facility, in each case, which request shall be subject to the approval of the Administrative Agent and each of the Term A Lenders and Revolving Credit Lenders (in the case of such Domestic Subsidiaries) or the Administrative Agent and each of the Revolving Credit Lenders (in the case of such Foreign Subsidiaries). If (1) the Administrative Agent and all Term A Lenders and Revolving Credit Lenders consent to the addition of such Domestic Subsidiary as a Term A Borrower under the Term A Facility and a Revolving Credit Borrower under the Revolving Credit Facility and (2) the Administrative Agent and all Revolving Credit Lenders consent to the addition of such Foreign Subsidiary as a Revolving Credit Borrower under the Revolving Credit Facility, in each case, such Subsidiary shall be required to execute and deliver Business Days’ notice to the Administrative Agent a Borrower Joinder Agreement and shall take all action in connection therewith (a) if or such Borrower is a Domestic Subsidiary, shorter period as would otherwise have been required to cause the Collateral and Guaranty Requirements and the requirements set forth in Section 6.11 to may be satisfied as if such Subsidiary had been a Loan Party on the Restatement Date and (b) if such Borrower is a Foreign Subsidiary, as are deemed reasonably necessary agreed by the Administrative Agent to provide that the Obligations of such additional Borrower be, to the extent permitted by law, guaranteed and secured on terms no less favorable than those contained in the Collateral and Guaranty Requirements and, in the case of each of clauses (a) and (bits sole discretion), shall deliver the Borrowers may request the addition of any of their Domestic Subsidiaries (an “Additional Borrower”) as a Borrower hereunder by delivering to the Administrative Agent such Organization Documents(which shall promptly deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit 2.18-1 (a “Borrower Request and Assumption Agreement”). The parties hereto acknowledge and agree that prior to any Additional Borrower becoming entitled to utilize the credit facilities provided for herein, resolutions, certificates, legal opinions, lien searches and other information (including information to allow the Administrative Agent and the Lenders shall have received Organizational Documents, such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to comply with applicable “know your customer” the Administrative Agent, as may be required by the Administrative Agent or the Required Lenders in their reasonable discretion, and anti-money laundering rules Notes signed by such Additional Borrower to the extent any Lenders so require. If the Administrative Agent and regulationsall of the Lenders execute and deliver an acknowledgement and agreement to the Borrower Request and Assumption Agreement, including the Act) then promptly following receipt of all such requested Organizational Documents, resolutions, incumbency certificates, opinions of counsel and other documents as or information, the Administrative Agent shall reasonably request. Any Subsidiary send a notice in substantially the form of Exhibit 2.18-2 (a “New Borrower Notice”) to the Borrowers and the Lenders specifying the effective date upon which the Additional Borrower shall constitute a Borrower for purposes hereof, whereupon each of the Lenders agrees to permit such Borrower to receive Loans and other credit extensions hereunder, on the terms and conditions set forth herein, and each of the parties agrees that becomes such Additional Borrower otherwise shall be a party to this Agreement pursuant to this Section 1.09 shall thereupon be deemed Borrower for all purposes to be a Revolving Credit Borrower under the Revolving Credit Facility hereunder and/or a Term A Borrower under the Term A Facility hereunder, as applicable. Notwithstanding anything in Section 11.01(a) to the contrary, each Borrower Joinder Agreement may, without the consent of any other Lenders (but subject to the approval by the Lenders to the addition of such U.S. Borrower or the approval by the Revolving Credit Lenders to the addition of such Foreign Borrower), effect such amendments to this Agreement and the other Loan Documents (which may take the form of amendments and restatements) as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 1.09, including, in the case of the addition of a Foreign Borrower, amendments limiting the amount available to be borrowed by such Foreign Borrower and any other Foreign Borrower organized in the same jurisdiction (it being understood that entities formed under the laws of different states, provinces or other localities of the same country as that of a Borrower shall be considered to be of the same jurisdiction as such Foreign Subsidiary) to a specified U.S. Dollar Equivalent of any Alternative Currency, or to effect any other amendments that shall give effect to any conditions associated with the consent of the appropriate Lenders to the addition of such U.S. Borrower or Foreign Borrower. For the avoidance of doubt, Domestic Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers under both the Revolving Credit Facility and the Term A Facility, and Foreign Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers solely under the Revolving Credit FacilityAgreement.

Additional Borrowers. Holdings It is contemplated that the Parent hereafter may from time elect to time request that (x) one or more additional Domestic Subsidiaries be added add as Borrowers under hereunder additional Wholly Owned Subsidiaries which are not Foreign Subsidiaries(collectively, the Term A Facility "Additional Borrowers"), and each of the Revolving Credit Facility and/or (y) one or more additional Foreign Subsidiaries be added as Additional Borrowers under may become a Borrower hereunder upon the Revolving Credit Facility, in each case, which request shall be subject delivery to the approval Administrative Agent of the following documents in form and substance satisfactory to the Administrative Agent and duly executed and delivered on behalf of such Additional Borrower and the Parent (as the case may be): (i) an Additional Borrower Assumption Agreement in the form of Exhibit N attached hereto duly executed by such Additional Borrower, (ii) a duly executed Syndicated Dollar Loan Note, and Money Market Loan Note in favor of each Bank from such Additional Borrower, (iii) a duly executed reaffirmation and acknowledgment from the Parent and each other Guarantor with respect to such Additional Borrower, acknowledging that such additional Borrower shall be a "Principal" for all purposes under the Guaranty, and reaffirming its obligations under the Guaranty, (iv) an opinion of Counsel to the Parent addressed, dated as of the Term A Lenders and Revolving Credit Lenders (in the case of such Domestic Subsidiaries) or the Administrative Agent and each date of the Revolving Credit Lenders (in the case of aforesaid Loan Documents, and providing with respect to such Foreign Subsidiaries). If (1) the Administrative Agent and all Term A Lenders and Revolving Credit Lenders consent to the addition of such Domestic Subsidiary as a Term A Additional Borrower under the Term A Facility and a Revolving Credit Borrower under the Revolving Credit Facility and (2) the Administrative Agent and all Revolving Credit Lenders consent to the addition of such Foreign Subsidiary as a Revolving Credit Borrower under the Revolving Credit Facility, in each case, such Subsidiary shall be required to execute and deliver to the Administrative Agent a Borrower Joinder Agreement and shall take all action in connection therewith (a) if such Borrower is a Domestic Subsidiary, as would otherwise have been required to cause the Collateral and Guaranty Requirements and the requirements aforesaid Loan Documents, substantially the same opinions as are set forth in Section 6.11 Exhibit B with respect to be satisfied the initial Borrowers and the initial Loan Documents, (v) a Closing Certificate from the Parent in the form of Exhibit G dated as if such Subsidiary had been a Loan Party on of the Restatement Date and (b) if such Borrower is a Foreign Subsidiary, as are deemed reasonably necessary by the Administrative Agent to provide that the Obligations date of such additional Borrower beLoan Documents, to the extent permitted by law, guaranteed and secured on terms no less favorable than those contained in the Collateral and Guaranty Requirements and, in the case of each of clauses (a) and (b), shall deliver vi) any additional documents with respect to the Administrative Agent such Organization Documents, resolutions, certificates, legal opinions, lien searches and other information (including information to allow the Administrative Agent Additional Borrowers and the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including aforesaid Loan Documents of the Act) and documents as the Administrative Agent shall reasonably request. Any Subsidiary that becomes a party to this Agreement pursuant to this Section 1.09 shall thereupon be deemed for all purposes to be a Revolving Credit Borrower under the Revolving Credit Facility hereunder and/or a Term A Borrower under the Term A Facility hereunder, as applicable. Notwithstanding anything type described in Section 11.01(a) to the contrary, each Borrower Joinder Agreement may, without the consent of any other Lenders (but subject to the approval by the Lenders to the addition of such U.S. Borrower or the approval by the Revolving Credit Lenders to the addition of such Foreign Borrower), effect such amendments to this Agreement and the other Loan Documents (which may take the form of amendments and restatements3.01(f) as may be necessary requested by the Agent. Upon becoming a Borrower hereunder, an Additional Borrower may assume liability for some or appropriate, all of the Loans then outstanding to some or all of the other Borrowers if and to the extent so expressly provided in the opinion of the Administrative Agent, to effect the provisions of this Section 1.09, including, in the case of the addition of a Foreign Additional Borrower Assumption Agreement executed by such Additional Borrower, amendments limiting and the amount available Guaranty executed by the Parent and the other Guarantors with respect to be borrowed such Additional Borrower shall automatically cover (and the Parent and each other Guarantor thereunder shall guaranty the repayment of) the Loans assumed by such Foreign Borrower and any other Foreign Borrower organized in the same jurisdiction (it being understood that entities formed under the laws of different states, provinces or other localities of the same country as that of a Borrower shall be considered to be of the same jurisdiction as such Foreign Subsidiary) to a specified U.S. Dollar Equivalent of any Alternative Currency, or to effect any other amendments that shall give effect to any conditions associated with the consent of the appropriate Lenders to the addition of such U.S. Borrower or Foreign Additional Borrower. For the avoidance of doubt, Domestic Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers under both the Revolving Credit Facility and the Term A Facility, and Foreign Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers solely under the Revolving Credit Facility.

Additional Borrowers. Holdings The Parent Borrower may from time to time request designate any wholly-owned Subsidiary as a Borrower under any Revolving Commitments or any Incremental Facility (an “Additional Borrower”); provided that (x) one or more additional Domestic Subsidiaries be added as Borrowers under the Term A Facility and the Revolving Credit Facility and/or (y) one or more additional Foreign Subsidiaries be added as Borrowers under the Revolving Credit Facility, in each case, which request shall be subject to the approval of the Administrative Agent shall be reasonably satisfied that, with respect to any such Subsidiary which is not a Domestic Subsidiary, the applicable Lenders to such Additional Borrower may make loans and other extensions of credit to such Subsidiary in such person’s jurisdiction of organization in compliance with applicable laws and regulations, without being required or qualified to do business in such jurisdiction and without being subject to any unreimbursed or unindemnified Taxes or other expense. Such wholly-owned Subsidiary shall become an Additional Borrower and a party to this Agreement, and all references to the “Borrowers” and “Subsidiary Borrowers” shall also include such Additional Borrower, as applicable, upon (a) the receipt by applicable Additional Borrower becoming a party to this Agreement by delivering to the Administrative Agent of documentation consistent in scope with the documentation set forth in the definition of “Vion Subsidiary Borrower Joinder Date” and (ban executed counterpart to a Foreign Security Agreement and an executed counterpart to a joinder agreement in form and substance reasonably acceptable to the Administrative Agent to each of this Agreement and the Term A Guaranty Agreement (it being agreed that the Lenders hereby authorize the Administrative Agent to execute and Revolving Credit Lenders deliver any such joinder agreement), (b) the Administrative Agent shall have received documents, certificates and other deliverables with respect to the applicable Additional Borrower consistent in scope with such items delivered pursuant to Sections 4.01(b), (c) (or (d) in the case of such Domestic Subsidiaries) or the Administrative Agent and each of the Revolving Credit Lenders (in the case of such Foreign Subsidiaries). If (1) the Administrative Agent and all Term A Lenders and Revolving Credit Lenders consent to the addition of such Domestic Dutch Subsidiary as a Term A Borrower under the Term A Facility and a Revolving Credit Borrower under the Revolving Credit Facility and (2) the Administrative Agent and all Revolving Credit Lenders consent to the addition of such Foreign Subsidiary as a Revolving Credit Borrower under the Revolving Credit Facility, in each case, such Subsidiary shall be required to execute and deliver to the Administrative Agent a Borrower Joinder Agreement and shall take all action in connection therewith (a) if such Borrower is a Domestic Subsidiary, as would otherwise have been required to cause the Collateral and Guaranty Requirements and the requirements set forth in Section 6.11 to be satisfied as if such Subsidiary had been a Loan Party on the Restatement Date and (b) if such Borrower is a Foreign Subsidiary, as are deemed reasonably necessary by the Administrative Agent to provide that the Obligations of such additional Borrower be, to the extent permitted by law, guaranteed and secured on terms no less favorable than those contained in the Collateral and Guaranty Requirements and, in the case of each of clauses (aBorrowers) and (be), shall deliver as applicable, on the Effective Date with respect to the Administrative Agent such Organization Documents, resolutions, certificates, legal opinions, lien searches other Loan Parties and other information (including information to allow the Administrative Agent and c) the Lenders to comply being provided with applicable “know your customer” and anti-money laundering rules and regulations, including the Actten (10) and documents Business Days’ prior notice (or such shorter period of time as the Administrative Agent shall reasonably request. Any Subsidiary that becomes a party to this Agreement agree) of any Additional Borrower being added pursuant to this Section 1.09 shall thereupon 10.20. This Agreement may be deemed for all purposes amended as necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower to effect the provisions of or be a Revolving Credit Borrower under the Revolving Credit Facility hereunder and/or a Term A Borrower under the Term A Facility hereunder, as applicableconsistent with this Section 10.20. Notwithstanding anything in Section 11.01(a) any other provision of this Agreement to the contrarycontrary (including Section 10.02), each Borrower Joinder Agreement mayany such deemed amendment may be memorialized in writing by the Administrative Agent with the Parent Borrower’s consent, but without the consent of any other Lenders (but subject Lenders, and furnished to the approval by the Lenders to the addition of such U.S. Borrower or the approval by the Revolving Credit Lenders to the addition of such Foreign Borrower), effect such amendments to this Agreement and the other Loan Documents (which may take the form of amendments and restatements) as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 1.09, including, in the case of the addition of a Foreign Borrower, amendments limiting the amount available to be borrowed by such Foreign Borrower and any other Foreign Borrower organized in the same jurisdiction (it being understood that entities formed under the laws of different states, provinces or other localities of the same country as that of a Borrower shall be considered to be of the same jurisdiction as such Foreign Subsidiary) to a specified U.S. Dollar Equivalent of any Alternative Currency, or to effect any other amendments that shall give effect to any conditions associated with the consent of the appropriate Lenders to the addition of such U.S. Borrower or Foreign Borrower. For the avoidance of doubt, Domestic Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers under both the Revolving Credit Facility and the Term A Facility, and Foreign Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers solely under the Revolving Credit Facilityparties hereto.

Additional Borrowers. Holdings may from time If after the Closing Date, a Subsidiary of the Operating Partnership desires to time request that become a Borrower hereunder, such Subsidiary shall: (xi) one or more additional Domestic Subsidiaries be added as Borrowers under the Term A Facility and the Revolving Credit Facility and/or (y) one or more additional Foreign Subsidiaries be added as Borrowers under the Revolving Credit Facility, in each case, which request shall be subject provide at least five Business Days’ prior notice to the approval Administrative Agent, and such notice shall designate under what Tranche such Subsidiary proposes to borrow; (ii) duly execute and deliver to the Administrative 117 Agent a Borrower Accession Agreement; (iii) satisfy all of the conditions with respect thereto set forth in this Section 5.01(p) in form and substance reasonably satisfactory to the Administrative Agent; (iv) satisfy the “know your customer” requirements of the Administrative Agent and each relevant Lender, (v) deliver a Beneficial Ownership Certification, if applicable, with respect to such Additional Borrower, and (vi) obtain the consent of the Term A Lenders and Revolving Credit Lenders (each Lender, which may be given or withheld in such Lender’s sole discretion, in the case of applicable Tranche under which such Domestic Subsidiaries) or Additional Borrower proposes to become a Borrower that such Additional Borrower is acceptable as a Borrower under the Loan Documents. Each such Subsidiary’s addition as a Borrower shall also be conditioned upon the Administrative Agent and each of the Revolving Credit Lenders having received (in the case x) a certificate signed by a duly authorized officer of such Foreign Subsidiaries). If Subsidiary, dated the date of such Borrower Accession Agreement certifying that: (1) the Administrative Agent representations and warranties contained in each Loan Document are true and correct in all Term A Lenders material respects (unless qualified as to materiality or Material Adverse Effect, in which case such representations and Revolving Credit Lenders consent warranties shall be true and correct in all respects) on and as of such date, before and after giving effect to such Subsidiary becoming an Additional Borrower and as though made on and as of such date (except to the addition extent that such representations and warranties relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects or all respects, as applicable, on and as of such Domestic Subsidiary as a Term A Borrower under the Term A Facility and a Revolving Credit Borrower under the Revolving Credit Facility earlier date) and (2) no Default or Event of Default has occurred and is continuing as of such date or would occur as a result of such Subsidiary becoming an Additional Borrower, (y) all of the documents set forth in Sections 3.01(a)(iii), (iv), (v), (vi), (vii), (ix) with respect to such Subsidiary and (z) a corporate formalities legal opinion relating to such Subsidiary from counsel reasonably acceptable to the Administrative Agent Agent, all in form and all Revolving Credit Lenders consent substance reasonably satisfactory to the Administrative Agent. Upon such Subsidiary’s addition of such Foreign Subsidiary as a Revolving Credit Borrower under the Revolving Credit Facility, in each casean Additional Borrower, such Subsidiary shall be required deemed to execute be a Borrower hereunder. The Administrative Agent shall promptly notify each applicable Lender upon each Additional Borrower’s addition as a Borrower hereunder and deliver shall, upon request by any Lender, provide such Lender with a copy of the executed Borrower Accession Agreement. With respect to the Administrative Agent accession of any Additional Borrower to a Tranche, such Additional Borrower Joinder Agreement shall be responsible for making a determination as to whether it is capable of making payments to each Lender under the applicable Tranche without the incurrence of withholding taxes, provided that each such Lender shall provide such properly completed and shall take all action in connection therewith (a) if such Borrower is a Domestic Subsidiary, as would otherwise have been required to cause the Collateral and Guaranty Requirements and the requirements set forth executed documentation described in Section 6.11 2.12 or otherwise reasonably requested by such Additional Borrower as may be necessary for such Additional Borrower to be satisfied as if such Subsidiary had been a Loan Party on determine the Restatement Date amount of any applicable withholding taxes and (b) if such Borrower is a Foreign Subsidiary, as are deemed reasonably necessary by the Administrative Agent to provide that the Obligations of such additional Borrower be, to the extent permitted by law, guaranteed and secured on terms no less favorable than those contained in the Collateral and Guaranty Requirements and, in the case of each of clauses (a) and (b), shall deliver to the Administrative Agent such Organization Documents, resolutions, certificates, legal opinions, lien searches and other information (including information to allow the Administrative Agent and the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the Act) and documents as the Administrative Agent such Lender shall reasonably request. Any Subsidiary that becomes a party to this Agreement pursuant to this Section 1.09 shall thereupon be deemed for cooperate in all purposes to be a Revolving Credit Borrower under the Revolving Credit Facility hereunder and/or a Term A Borrower under the Term A Facility hereunder, as applicable. Notwithstanding anything in Section 11.01(a) to the contrary, each Borrower Joinder Agreement may, without the consent of any other Lenders (but subject to the approval by the Lenders to the addition of such U.S. Borrower or the approval by the Revolving Credit Lenders to the addition of such Foreign Borrower), effect such amendments to this Agreement and the other Loan Documents (which may take the form of amendments and restatements) as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 1.09, including, in the case of the addition of a Foreign Borrower, amendments limiting the amount available to be borrowed by such Foreign Borrower and any other Foreign Borrower organized in the same jurisdiction (it being understood that entities formed under the laws of different states, provinces or other localities of the same country as that of a Borrower shall be considered to be of the same jurisdiction as such Foreign Subsidiary) to a specified U.S. Dollar Equivalent of any Alternative Currency, or to effect any other amendments that shall give effect to any conditions associated reasonable respects with the consent of the appropriate Lenders Borrowers and their tax advisors in connection with any analysis necessary for such Additional Borrower to the addition of make such U.S. Borrower or Foreign Borrower. For the avoidance of doubt, Domestic Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers under both the Revolving Credit Facility and the Term A Facility, and Foreign Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers solely under the Revolving Credit Facilitydetermination.

Additional Borrowers. Holdings (a) Notwithstanding anything in Section 10.8 to the contrary, following the Closing Date, the Borrower may from time request that one or more of its subsidiaries that is a wholly-owned Restricted Subsidiary be added as an additional borrower (the “Additional Borrower”) under the Revolving Loans by delivering to time request the Administrative Agent an Additional Borrower Agreement executed by such subsidiary and the Borrower. Such subsidiary shall for all purposes of this Agreement be a borrower hereunder no earlier than the latest of (i) ten (10) Business Days (or such shorter period as the Administrative Agent may in its discretion agree) after delivery of such Additional Borrower Agreement; (ii) ten (10) Business Days after receipt by the Lenders and the Administrative Agent of such documentation and other information reasonably requested by the Lenders or the Administrative Agent for purposes of complying with all necessary “know your customer” or other similar checks under all applicable laws and regulations provided that there has been no written objection submitted by any of the Lenders or the Administrative Agent within ten (10) Business Days of the date of receipt of such documentation and other information; and (iii) if the applicable Additional Borrower is organized or incorporated in or under the laws of, or for applicable Tax purposes is resident of or treated as engaged in a trade or business in, any jurisdiction other a jurisdiction in or under the laws of which at least one then-existing Borrower is organized or incorporated as of the date the Additional Borrower Agreement is delivered to the Administrative Agent, the date of the effectiveness of an amendment of this Agreement, which amendment must be as mutually agreed by the Administrative Agent, the Borrower, such Additional Borrower and each Lender (including, without limitation, Section 2.17 and the definition of Excluded Taxes” and whether a carve out for any “day one” Taxes is appropriate); provided that (x) one or more additional Domestic Subsidiaries each Additional Borrower shall also be added as Borrowers under the Term A Facility and the Revolving Credit Facility and/or a Guarantor, (y) one or more additional Foreign Subsidiaries be added as Borrowers under neither the Revolving Credit Facility, in each case, which request Administrative Agent nor any Lender shall be subject adversely affected by the addition of such Additional Borrower and (z) the jurisdiction of organization and the organizational form of Additional Borrower shall be acceptable to the approval of the Administrative Agent and each Revolving Lender. Any obligations in respect of borrowings by any Additional Borrower under this Agreement will constitute “Obligations” for all purposes of the Term A Lenders and Revolving Credit Lenders (in the case Documents. Promptly following receipt of such Domestic Subsidiaries) or the Administrative Agent and each of the Revolving Credit Lenders (in the case of such Foreign Subsidiaries). If (1) the Administrative Agent and all Term A Lenders and Revolving Credit Lenders consent to the addition of such Domestic Subsidiary as a Term A any Additional Borrower under the Term A Facility and a Revolving Credit Borrower under the Revolving Credit Facility and (2) the Administrative Agent and all Revolving Credit Lenders consent to the addition of such Foreign Subsidiary as a Revolving Credit Borrower under the Revolving Credit Facility, in each case, such Subsidiary shall be required to execute and deliver to the Administrative Agent a Borrower Joinder Agreement and shall take all action in connection therewith (a) if such Borrower is a Domestic Subsidiary, as would otherwise have been required to cause the Collateral and Guaranty Requirements and the requirements set forth in Section 6.11 to be satisfied as if such Subsidiary had been a Loan Party on the Restatement Date and (b) if such Borrower is a Foreign Subsidiary, as are deemed reasonably necessary by the Administrative Agent to provide that the Obligations of such additional Borrower be, to the extent permitted by law, guaranteed and secured on terms no less favorable than those contained in the Collateral and Guaranty Requirements and, in the case of each of clauses (a) and (b), shall deliver to the Administrative Agent such Organization Documents, resolutions, certificates, legal opinions, lien searches and other information (including information to allow the Administrative Agent and the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the Act) and documents as the Administrative Agent shall reasonably request. Any Subsidiary that becomes send a party copy thereof to this Agreement pursuant to this Section 1.09 shall thereupon be deemed for all purposes to be a Revolving Credit Borrower under the Revolving Credit Facility hereunder and/or a Term A Borrower under the Term A Facility hereunder, as applicable. Notwithstanding anything in Section 11.01(a) to the contrary, each Borrower Joinder Agreement may, without the consent of any other Lenders (but subject to the approval by the Lenders to the addition of such U.S. Borrower or the approval by the Revolving Credit Lenders to the addition of such Foreign Borrower), effect such amendments to this Agreement and the other Loan Documents (which may take the form of amendments and restatements) as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 1.09, including, in the case of the addition of a Foreign Borrower, amendments limiting the amount available to be borrowed by such Foreign Borrower and any other Foreign Borrower organized in the same jurisdiction (it being understood that entities formed under the laws of different states, provinces or other localities of the same country as that of a Borrower shall be considered to be of the same jurisdiction as such Foreign Subsidiary) to a specified U.S. Dollar Equivalent of any Alternative Currency, or to effect any other amendments that shall give effect to any conditions associated with the consent of the appropriate Lenders to the addition of such U.S. Borrower or Foreign Borrower. For the avoidance of doubt, Domestic Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers under both the Revolving Credit Facility and the Term A Facility, and Foreign Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers solely under the Revolving Credit FacilityLender.

Additional Borrowers. Holdings may from time to time request The parties hereto agree that (x) one or more additional wholly owned Domestic Subsidiaries be added that are not Borrowers as Borrowers under the Term A Facility and the Revolving Credit Facility and/or (y) one or more additional Foreign Subsidiaries be added as Borrowers under the Revolving Credit Facility, in each case, which request shall be subject to the approval of the Closing Date may enter into and become a party to this Agreement by executing a New Borrower Agreement. Upon execution and delivery after the date hereof by the Administrative Agent, the Collateral Agent and each such a wholly owned Subsidiary of the Term A Lenders and Revolving Credit Lenders (in the case of such Domestic Subsidiaries) or the Administrative Agent and each of the Revolving Credit Lenders (in the case of such Foreign Subsidiaries). If (1) the Administrative Agent and all Term A Lenders and Revolving Credit Lenders consent to the addition of such Domestic Subsidiary as a Term A New Borrower under the Term A Facility and a Revolving Credit Borrower under the Revolving Credit Facility and (2) the Administrative Agent and all Revolving Credit Lenders consent to the addition of such Foreign Subsidiary as a Revolving Credit Borrower under the Revolving Credit Facility, in each caseAgreement, such Subsidiary shall be required to execute become a Borrower hereunder with the same force and deliver effect as if originally named as a Borrower herein. The Parent Borrower may terminate any Subsidiary Borrower's interests, rights and obligations under this Agreement by executing and delivering to the Administrative Agent a Subsidiary Borrower Joinder Agreement and shall take all action in connection therewith (a) if Termination with respect to such Borrower is a Domestic Subsidiary, as would otherwise have been required to cause the Collateral and Guaranty Requirements and the requirements set forth in Section 6.11 whereupon such Subsidiary shall cease to be satisfied as if such a Subsidiary had been a Loan Party on the Restatement Date Borrower and (b) if such Borrower is a Foreign Subsidiary, as are deemed reasonably necessary by the Administrative Agent to provide that the Obligations of such additional Borrower be, to the extent permitted by law, guaranteed and secured on terms no less favorable than those contained in the Collateral and Guaranty Requirements and, in the case of each of clauses (a) and (b), shall deliver to the Administrative Agent such Organization Documents, resolutions, certificates, legal opinions, lien searches and other information (including information to allow the Administrative Agent and the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the Act) and documents as the Administrative Agent shall reasonably request. Any Subsidiary that becomes a party to this Agreement pursuant Agreement. Notwithstanding the preceding sentence, no Subsidiary Borrower Termination will become effective as to this Section 1.09 any Subsidiary Borrower at a time when any principal of or interest on any Revolving Loan to such Subsidiary Borrower shall thereupon be deemed for all purposes to be a Revolving Credit Borrower under the Revolving Credit Facility hereunder and/or a Term A Borrower under the Term A Facility outstanding hereunder, as applicableprovided that such Subsidiary Borrower Termination shall be effective to terminate such Subsidiary Borrower's right to make further Borrowings under this Agreement unless and until such Subsidiary executes subsequent to such termination a New Borrower Agreement. Notwithstanding anything in Section 11.01(a) to the contrary, each The execution and delivery of a New Borrower Joinder Agreement may, without or a Subsidiary Borrower Termination shall not require the consent of any other Lenders (but subject to the approval by the Lenders to Borrower hereunder. The rights and obligations of each Borrower hereunder shall remain in full force and effect notwithstanding the addition of such U.S. any new Borrower or the approval by the Revolving Credit Lenders to the addition termination of such Foreign Borrower), effect such amendments any Borrower as a party to this Agreement and the other Loan Documents (which may take the form of amendments and restatements) as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 1.09, including, in the case of the addition of a Foreign Borrower, amendments limiting the amount available to be borrowed by such Foreign Borrower and any other Foreign Borrower organized in the same jurisdiction (it being understood that entities formed under the laws of different states, provinces or other localities of the same country as that of a Borrower shall be considered to be of the same jurisdiction as such Foreign Subsidiary) to a specified U.S. Dollar Equivalent of any Alternative Currency, or to effect any other amendments that shall give effect to any conditions associated with the consent of the appropriate Lenders to the addition of such U.S. Borrower or Foreign Borrower. For the avoidance of doubt, Domestic Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers under both the Revolving Credit Facility and the Term A Facility, and Foreign Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers solely under the Revolving Credit FacilityAgreement.

Additional Borrowers. Holdings KMG may at any time, upon not less than fifteen (15) Business Days’ notice from time to time request that (x) one or more additional Domestic Subsidiaries be added as Borrowers under the Term A Facility and the Revolving Credit Facility and/or (y) one or more additional Foreign Subsidiaries be added as Borrowers under the Revolving Credit Facility, in each case, which request shall be subject KMG to the approval Agent (or such shorter period as may be agreed by the Agent in its sole discretion), designate any Wholly-Owned Subsidiary that is wholly-owned directly by a Borrower (an “Applicant Borrower”) as an Additional Borrower to receive Loans hereunder by delivering to the Agent (which shall promptly deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of the Administrative Agent Exhibit I (an “Additional Borrower Request and each of the Term A Lenders and Revolving Credit Lenders (in the case of such Domestic Subsidiaries) or the Administrative Agent and each of the Revolving Credit Lenders (in the case of such Foreign SubsidiariesAssumption Agreement”). If (1) The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the Administrative Agent and all Term A Lenders and Revolving Credit Lenders consent to credit facilities provided for herein, the addition of such Domestic Subsidiary as a Term A Borrower under the Term A Facility and a Revolving Credit Borrower under the Revolving Credit Facility and (2) the Administrative Agent and all Revolving Credit Lenders consent to the addition of such Foreign Subsidiary as a Revolving Credit Borrower under the Revolving Credit Facility, in each case, such Subsidiary shall be required to execute and deliver to the Administrative Agent a Borrower Joinder Agreement and shall take all action in connection therewith (a) if such Borrower is a Domestic Subsidiary, as would otherwise have been required to cause the Collateral and Guaranty Requirements and the requirements set forth in Section 6.11 to be satisfied as if such Subsidiary had been a Loan Party on the Restatement Date and (b) if such Borrower is a Foreign Subsidiary, as are deemed reasonably necessary by the Administrative Agent to provide that the Obligations of such additional Borrower be, to the extent permitted by law, guaranteed and secured on terms no less favorable than those contained in the Collateral and Guaranty Requirements and, in the case of each of clauses (a) and (b), shall deliver to the Administrative Agent such Organization Documents, resolutions, certificates, legal opinions, lien searches and other information (including information to allow the Administrative Agent and the Lenders shall have received (i) such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to comply with the Agent, as may be required by the Agent or the Required Lenders in their sole discretion, (ii) documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act, to the extent such documentation or information is requested by the Agent on behalf of the Lenders, (iii) Notes signed by such Applicant Borrowers to the extent any Lenders so require, (iv) with respect to any Applicant Borrower which is a U.S. Subsidiary, (A) a U.S. Borrower Guaranty Agreement, and (B) all other documents (other than a Subsidiary Guaranty Agreement) required of a U.S. Subsidiary which is not a U.S. Non-Guarantor Subsidiary pursuant to Section 8.14, and (v) with respect to any Applicant Borrower which is a Foreign Subsidiary, all documents required of a First Tier Foreign Subsidiary (regardless of whether such Foreign Subsidiary is a First Tier Foreign Subsidiary) pursuant to Section 8.14 (including the Act) and execution of any foreign pledge documents as the Administrative Agent shall reasonably request. Any Subsidiary that becomes a party to this Agreement pursuant to this Section 1.09 shall thereupon be deemed for all purposes to be a Revolving Credit Borrower under the Revolving Credit Facility hereunder and/or a Term A Borrower under the Term A Facility hereunder, as applicable. Notwithstanding anything in Section 11.01(a) to the contrary, each Borrower Joinder Agreement may, without extent applicable to the consent pledge of any other Lenders (but subject to the approval by the Lenders to the addition of such U.S. Borrower or the approval by the Revolving Credit Lenders to the addition Equity Interests of such Foreign Borrower), effect such amendments to this Agreement and the other Loan Documents (which may take the form of amendments and restatements) Subsidiary as may be necessary required by the Agent). If the Agent and the Required Lenders (or appropriate, in the opinion all of the Administrative Agent, to effect the provisions of this Section 1.09, including, Lenders in the case of the addition designation of a Foreign Subsidiary as an Additional Borrower, amendments limiting the amount available to be borrowed by such Foreign Borrower and any other Foreign Borrower organized in the same jurisdiction (it being understood ) agree that entities formed under the laws of different states, provinces or other localities of the same country as that of a an Applicant Borrower shall be considered entitled to be receive Loans hereunder, then promptly following receipt of all such requested resolutions, incumbency certificates, opinions of counsel and other documents or information required under this Section, the Agent shall send a notice in substantially the form of Exhibit J (an “Additional Borrower Notice”) to the Borrowers and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute an Additional Borrower for purposes hereof, whereupon each of the same jurisdiction as Lenders agrees to permit such Foreign Subsidiary) Additional Borrower to a specified U.S. Dollar Equivalent of any Alternative Currencyreceive Loans hereunder, or to effect any other amendments that shall give effect to any on the terms and conditions associated with the consent set forth herein, and each of the appropriate Lenders parties agrees that such Additional Borrower otherwise shall be a Borrower for all purposes of this Agreement. The parties hereto acknowledge and agree that no Foreign Subsidiary may be designated as an Additional Borrower unless each Lender shall consented thereto and shall have met all necessary regulatory and licensing requirements and internal policy requirements and shall be legally permitted to make loans in the addition of jurisdiction in which such U.S. Applicant Borrower or which is a Foreign Borrower. For the avoidance of doubt, Domestic Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers under both the Revolving Credit Facility and the Term A Facility, and Foreign Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers solely under the Revolving Credit FacilitySubsidiary is organized.

Additional Borrowers. Holdings The Parent may from time to time request that (x) one or more additional Domestic Subsidiaries be added as Borrowers under the Term A Facility and the Revolving Credit Facility and/or (y) one or more additional any of its Foreign Subsidiaries (each, an “Applicant Foreign Borrower”) be added as Borrowers under the Revolving Credit Facility, in each case, which request shall be subject to the approval of the Administrative Agent and each of the Term A Lenders and Revolving Credit Lenders (in the case of such Domestic Subsidiaries) or the Administrative Agent and each of the Revolving Credit Lenders (in the case of such designated a Foreign Subsidiaries). If (1) the Administrative Agent and all Term A Lenders and Revolving Credit Lenders consent to the addition of such Domestic Subsidiary as a Term A Borrower under the Term A Facility and a Revolving Credit Borrower under the Revolving Credit Facility and (2) by delivery of a written request to the Administrative Agent and all therefor. The Administrative Agent will promptly notify the Revolving Credit Lenders consent to the addition of any such request. Designation of any Applicant Foreign Subsidiary Borrower as a Revolving Credit Foreign Borrower under the Revolving Credit FacilityFacility is subject to (i) delivery of an executed Note by such Applicant Foreign Borrower as may be requested by any Revolving Credit Lender in connection therewith, in each case(ii) delivery of supporting resolutions, articles of incorporation and bylaws (or their equivalents), incumbency certificates, opinions of counsel and such Subsidiary shall be required to execute and deliver to other items as the Administrative Agent a Borrower Joinder Agreement and shall take all action in connection therewith (a) if such Borrower is a Domestic Subsidiaryor the Revolving Credit Lenders, as would otherwise have been required to cause the Collateral and Guaranty Requirements and the requirements set forth in Section 6.11 to be satisfied as if such Subsidiary had been a Loan Party on the Restatement Date and applicable, may request (b) if such Borrower is a Foreign Subsidiary, as are deemed reasonably necessary by the Administrative Agent to provide that the Obligations of such additional Borrower be, to the extent permitted by law, guaranteed and secured on terms no less favorable than those contained in the Collateral and Guaranty Requirements and, in the case of each of clauses (a) and (b), shall deliver to the Administrative Agent such Organization Documents, resolutions, certificates, legal opinions, lien searches including all documentation and other information (including information to allow the Administrative Agent and the Lenders requested in order to comply with applicable law, including without limitation “know your customer” and anti-money laundering rules and regulations, including without limitation the ActUSA PATRIOT Act and, to the extent required by 31 C.F.R. § 1010.230, a certification of the Borrower regarding beneficial ownership), (iii) delivery of an executed Foreign Borrower Joinder Agreement, (iv) consent from each Revolving Credit Lender (such consent not to be unreasonably withheld, conditioned, delayed or denied) and documents as (v) to the extent deemed necessary by the Administrative Agent shall reasonably request. Any Subsidiary that becomes a party and the Parent execution of an amendment to this Agreement pursuant to this Section 1.09 shall thereupon be deemed for all purposes incorporate country specific and other items reasonably necessary to include such Applicant Foreign Borrower, such amendment to be a Revolving Credit Borrower under the Revolving Credit Facility hereunder and/or a Term A Borrower under the Term A Facility hereunder, as applicable. Notwithstanding anything in Section 11.01(a) reasonably acceptable to the contraryAdministrative Agent, each Borrower Joinder Agreement may, without the consent of any other Lenders (but subject to the approval by the Lenders to the addition of such U.S. Borrower or the approval by the Revolving Credit Lenders and the Borrowers. Each Revolving Credit Lender shall, by notice to the addition of Administrative Agent given not later than the date that is five (5) Business Days from the date which such Foreign Borrower), effect such amendments to this Agreement and Revolving Credit Lender received notice from the other Loan Documents (which may take the form of amendments and restatements) as may be necessary or appropriate, in the opinion Administrative Agent of the Administrative Agent, Parent’s request to effect the provisions of this Section 1.09, including, in the case of the addition of designate an Applicant Foreign Borrower as a Foreign Borrower, amendments limiting advise the amount available Administrative Agent whether or not such Revolving Credit Lender consents to be borrowed by such designation pursuant to Section 2.19(iv). Any Revolving Credit Lender that determines not to consent to the designation of such Applicant Foreign Borrower as a Foreign Borrower shall notify the Administrative Agent of such fact promptly after such determination and any other Foreign Borrower organized in the same jurisdiction Revolving Credit Lender not responding within such fifteen (it being understood that entities formed under the laws of different states, provinces or other localities of the same country as that of a Borrower 15) Business Day period shall be considered deemed to be of the same jurisdiction as such Foreign Subsidiary) have determined not to a specified U.S. Dollar Equivalent of any Alternative Currency, or to effect any other amendments that shall give effect to any conditions associated with the consent of the appropriate Lenders to the addition of such U.S. Borrower or Foreign Borrower. For the avoidance of doubt, Domestic Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers under both the Revolving Credit Facility and the Term A Facility, and Foreign Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers solely under the Revolving Credit Facilityso consent.

Additional Borrowers. Holdings With the consent of the Administrative Agents (not to be unreasonably withheld, delayed or conditioned), the Parent Borrower may from time to time request that designate (xi) one or more additional Domestic U.S. Subsidiaries be added of the Parent Borrower as Borrowers under the Term A Facility and the a U.S. Subsidiary Borrower of a U.S. Revolving Credit Facility and/or Loan, or (yii) one or more additional Foreign Canadian Subsidiaries be added of the Parent Borrower as Borrowers under a Canadian Subsidiary Borrower of a Canadian Revolving Loan; in each case by delivering to the Revolving Credit Facilityrelevant Administrative Agent a Borrowing Subsidiary Agreement executed by such Subsidiary, the Parent Borrower, the relevant Administrative Agent, and, in each case, which request shall be subject to the approval of the Administrative Agent and each of the Term A Lenders and Revolving Credit Lenders (addition in the case of a U.S. Revolving Borrowing, the U.S. Borrower, together with an opinion from counsel to such Domestic Subsidiaries) or Subsidiary Borrower covering the matters set forth in EXHIBIT D-4 hereto, and such other documents and instruments as the relevant Administrative Agent and each of the Revolving Credit Lenders (in the case of may reasonably request. Upon such Foreign Subsidiaries). If (1) the Administrative Agent and all Term A Lenders and Revolving Credit Lenders consent to the addition of such Domestic Subsidiary as a Term A Borrower under the Term A Facility and a Revolving Credit Borrower under the Revolving Credit Facility and (2) the Administrative Agent and all Revolving Credit Lenders consent to the addition of such Foreign Subsidiary as a Revolving Credit Borrower under the Revolving Credit Facility, in each casedelivery, such Subsidiary shall for all purposes of this Agreement be required to execute a Subsidiary Borrower and deliver to the Administrative Agent a Borrower Joinder Agreement and shall take all action in connection therewith (a) if such Borrower is a Domestic Subsidiary, as would otherwise have been required to cause the Collateral and Guaranty Requirements and the requirements set forth in Section 6.11 to be satisfied as if such Subsidiary had been a Loan Party on the Restatement Date and (b) if such Borrower is a Foreign Subsidiary, as are deemed reasonably necessary by the Administrative Agent to provide that the Obligations of such additional Borrower be, to the extent permitted by law, guaranteed and secured on terms no less favorable than those contained in the Collateral and Guaranty Requirements and, in the case of each of clauses (a) and (b), shall deliver to the Administrative Agent such Organization Documents, resolutions, certificates, legal opinions, lien searches and other information (including information to allow the Administrative Agent and the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the Act) and documents as the Administrative Agent shall reasonably request. Any Subsidiary that becomes a party to this Agreement pursuant until the Parent Borrower shall have executed and delivered to this Section 1.09 the relevant Administrative Agent a Borrowing Subsidiary Termination with respect to such Subsidiary, whereupon such Subsidiary shall thereupon be deemed for all purposes cease to be a Revolving Credit Subsidiary Borrower under the Revolving Credit Facility hereunder and/or and a Term A Borrower under the Term A Facility hereunder, as applicableparty to this Agreement. Notwithstanding anything in Section 11.01(a) the preceding sentence, no Borrowing Subsidiary Termination will become effective as to any Subsidiary Borrower at a time when any principal of or interest on any Loan to such Subsidiary Borrower, or any Letter of Credit issued for the contrary, each Borrower Joinder Agreement may, without the consent of any other Lenders (but subject to the approval by the Lenders to the addition account of such U.S. Borrower or the approval by the Revolving Credit Lenders to the addition of such Foreign Borrower), effect such amendments to this Agreement and the other Loan Documents (which may take the form of amendments and restatements) as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 1.09, including, in the case of the addition of a Foreign Subsidiary Borrower, amendments limiting the amount available to be borrowed or any Bankers' Acceptance issued by such Foreign Borrower and any other Foreign Borrower organized in the same jurisdiction (it being understood that entities formed under the laws of different statesCanadian Subsidiary Borrower, provinces or other localities of the same country as that of a Borrower shall be considered outstanding hereunder; provided that such Borrowing Subsidiary Termination shall be effective to be of the same jurisdiction as terminate such Foreign Subsidiary) Subsidiary Borrower's right to a specified U.S. Dollar Equivalent of any Alternative Currency, make further borrowings or to effect any request other amendments that shall give effect to any conditions associated with the consent of the appropriate Lenders to the addition of such U.S. Borrower or Foreign Borrower. For the avoidance of doubt, Domestic Subsidiaries of Holdings that become Borrowers pursuant to Credit Extensions under this Section 1.09 shall become Borrowers under both the Revolving Credit Facility and the Term A Facility, and Foreign Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers solely under the Revolving Credit FacilityAgreement.

Additional Borrowers. Holdings Terex may from time to time request designate any of its wholly owned Subsidiaries that is a Restricted Subsidiary as a Borrower under any Class of Revolving Credit Commitments; provided that (xi) one or more additional Domestic Subsidiaries be added as Borrowers under Terex shall provide the Term A Facility Administrative Agent and the Revolving Credit Facility and/or Lenders of the applicable Class at least five Business Days’ notice of the designation of a new Subsidiary Borrower, (yii) one or more additional Foreign Subsidiaries be added as Borrowers under the Revolving Credit FacilityAdministrative Agent, in each caseconsultation with the applicable Lenders, shall be reasonably satisfied that the applicable Lenders may make loans and other extensions of credit to such person in the applicable currency or currencies in such person’s jurisdiction in compliance with applicable laws and regulations and without being subject to any unreimbursed or unindemnified Tax or other expense, (iii) any designation as a Borrower (A) of a Subsidiary which request is not a Domestic Subsidiary or (B) of a Subsidiary which is not organized in the same jurisdiction as an existing Borrower shall be subject to the approval prior written consent of the Administrative Agent and each of the Term A Lenders and Multicurrency Revolving Credit Lenders Lender (in the case of such Domestic Subsidiaries) or the Administrative Agent and each of the Revolving Credit Lenders (in the case of such Foreign Subsidiaries). If (1) the Administrative Agent and all Term A Lenders and Revolving Credit Lenders consent to the addition of such Domestic Subsidiary as a Term A Borrower under the Term A Facility and a Revolving Credit Borrower under the Revolving Credit Facility and (2) the Administrative Agent and all Revolving Credit Lenders consent to the addition of such Foreign Subsidiary as a Revolving Credit Borrower under the Revolving Credit Facility, in each case, such Subsidiary shall be required to execute and deliver to the Administrative Agent a Borrower Joinder Agreement and shall take all action in connection therewith (a) if such Borrower is a Domestic Subsidiary, as would otherwise have been required to cause the Collateral and Guaranty Requirements and the requirements set forth in Section 6.11 not to be satisfied as if such Subsidiary had been a Loan Party on the Restatement Date and (b) if such Borrower is a Foreign Subsidiary, as are deemed reasonably necessary by the Administrative Agent to provide that the Obligations of such additional Borrower be, to the extent permitted by law, guaranteed and secured on terms no less favorable than those contained in the Collateral and Guaranty Requirements and, in the case of each of clauses (aunreasonably withheld or delayed) and (b), iv) Terex and such Restricted Subsidiary shall deliver have delivered to the Administrative Agent such Organization Documents, resolutions, certificates, legal opinions, lien searches and other information corporate documentation (including information to allow the Administrative Agent and the Lenders to comply with all applicable “know your customer” documentation), charter documents, 147 by-laws, resolutions and anti-money laundering rules legal opinions (in each case, consistent with those provided or required to be provided by Terex under Section 4.01 on the Closing Date, modified as appropriate for the jurisdiction in question or otherwise as may be agreed to by the Administrative Agent. For purposes of clause (i) of the preceding sentence, absent a Change in Law affecting any such Subsidiary, the “Subsidiary Borrowers” under, and regulationsas defined in, including the Act) and documents Existing Credit Agreement as of the Closing Date shall be deemed to be acceptable as borrowers hereunder with respect to any similar facilities hereunder. Upon the receipt by the Administrative Agent of a Borrowing Subsidiary Agreement executed by such a wholly owned Subsidiary and Terex, and the documentation referred to in the preceding sentence, such wholly owned Subsidiary shall reasonably request. Any be a Subsidiary that becomes Borrower and a party to this Agreement pursuant to this Section 1.09 Agreement. A Subsidiary shall thereupon be deemed for all purposes cease to be a Revolving Subsidiary Borrower hereunder at such time as no Loans, Fees or any other amounts due in connection therewith pursuant to the terms hereof in respect of such Subsidiary shall be outstanding, no Letters of Credit Borrower under issued for the Revolving Credit Facility hereunder and/or account of such Subsidiary shall be outstanding and such Subsidiary and Terex shall have executed and delivered to the Administrative Agent a Term A Borrower under the Term A Facility hereunderBorrowing Subsidiary Termination; provided that, as applicable. Notwithstanding notwithstanding anything in Section 11.01(a) herein to the contrary, each Borrower Joinder Agreement may, without the consent of any other Lenders (but subject to the approval by the Lenders to the addition of such U.S. Borrower or the approval by the Revolving Credit Lenders to the addition of such Foreign Borrower), effect such amendments to this Agreement and the other Loan Documents (which may take the form of amendments and restatements) as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 1.09, including, in the case of the addition of a Foreign Borrower, amendments limiting the amount available no Subsidiary shall cease to be borrowed by such Foreign a Subsidiary Borrower and any other Foreign Borrower organized in the same jurisdiction (solely because it being understood that entities formed under the laws of different states, provinces or other localities of the same country as that of no longer is a Borrower shall be considered to be of the same jurisdiction as such Foreign wholly owned Subsidiary) to a specified U.S. Dollar Equivalent of any Alternative Currency, or to effect any other amendments that shall give effect to any conditions associated with the consent of the appropriate Lenders to the addition of such U.S. Borrower or Foreign Borrower. For the avoidance of doubt, Domestic Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers under both the Revolving Credit Facility and the Term A Facility, and Foreign Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers solely under the Revolving Credit Facility.

Additional Borrowers. Holdings (a) Notwithstanding anything in Section 10.8 to the contrary, following the Closing Date, the Borrower may from time request that one or more of its subsidiaries that is a wholly-owned Restricted Subsidiary be added as an additional borrower (the “Additional Borrower”) under the Revolving Loans by delivering to time request the Administrative Agent an Additional Borrower Agreement executed by such subsidiary and the Borrower. Such subsidiary shall for all purposes of this Agreement be a borrower hereunder no earlier than the latest of (i) [REDACTED – Time Period] (or such shorter period as the Administrative Agent may in its discretion agree) after delivery of such Additional Borrower Agreement; (ii) [REDACTED – Time Period] after receipt by the Lenders and the Administrative Agent of such documentation and other information reasonably requested by the Lenders or the Administrative Agent for purposes of complying with all necessary “know your customer” or other similar checks under all applicable laws and regulations provided that there has been no written objection submitted by any of the Lenders or the Administrative Agent within [REDACTED – Time Period] of the date of receipt of such documentation and other information; and (iii) if the applicable Additional Borrower is organized or incorporated in or under the laws of, or for applicable Tax purposes is resident of or treated as engaged in a trade or business in, any jurisdiction other a jurisdiction in or under the laws of which at least one then-existing Borrower is organized or incorporated as of the date the Additional Borrower Agreement is delivered to the Administrative Agent, the date of the effectiveness of an amendment of this Agreement, which amendment must be as mutually agreed by the Administrative Agent, the Borrower, such Additional Borrower and each Lender (including, without limitation, Section 2.17 and the definition of Excluded Taxes” and whether a carve out for any “day one” Taxes is appropriate); provided that (x) one or more additional Domestic Subsidiaries each Additional Borrower shall also be added as Borrowers under the Term A Facility and the Revolving Credit Facility and/or a Guarantor, (y) one or more additional Foreign Subsidiaries be added as Borrowers under neither the Revolving Credit Facility, in each case, which request Administrative Agent nor any Lender shall be subject adversely affected by the addition of such Additional Borrower and (z) the jurisdiction of organization and the organizational form of Additional Borrower shall be acceptable to the approval of the Administrative Agent and each Revolving Lender. Any obligations in respect of borrowings by any Additional Borrower under this Agreement will constitute “Obligations” for all purposes of the Term A Lenders and Revolving Credit Lenders (in the case Documents. Promptly following receipt of such Domestic Subsidiaries) or the Administrative Agent and each of the Revolving Credit Lenders (in the case of such Foreign Subsidiaries). If (1) the Administrative Agent and all Term A Lenders and Revolving Credit Lenders consent to the addition of such Domestic Subsidiary as a Term A any Additional Borrower under the Term A Facility and a Revolving Credit Borrower under the Revolving Credit Facility and (2) the Administrative Agent and all Revolving Credit Lenders consent to the addition of such Foreign Subsidiary as a Revolving Credit Borrower under the Revolving Credit Facility, in each case, such Subsidiary shall be required to execute and deliver to the Administrative Agent a Borrower Joinder Agreement and shall take all action in connection therewith (a) if such Borrower is a Domestic Subsidiary, as would otherwise have been required to cause the Collateral and Guaranty Requirements and the requirements set forth in Section 6.11 to be satisfied as if such Subsidiary had been a Loan Party on the Restatement Date and (b) if such Borrower is a Foreign Subsidiary, as are deemed reasonably necessary by the Administrative Agent to provide that the Obligations of such additional Borrower be, to the extent permitted by law, guaranteed and secured on terms no less favorable than those contained in the Collateral and Guaranty Requirements and, in the case of each of clauses (a) and (b), shall deliver to the Administrative Agent such Organization Documents, resolutions, certificates, legal opinions, lien searches and other information (including information to allow the Administrative Agent and the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the Act) and documents as the Administrative Agent shall reasonably request. Any Subsidiary that becomes send a party copy thereof to this Agreement pursuant to this Section 1.09 shall thereupon be deemed for all purposes to be a Revolving Credit Borrower under the Revolving Credit Facility hereunder and/or a Term A Borrower under the Term A Facility hereunder, as applicable. Notwithstanding anything in Section 11.01(a) to the contrary, each Borrower Joinder Agreement may, without the consent of any other Lenders (but subject to the approval by the Lenders to the addition of such U.S. Borrower or the approval by the Revolving Credit Lenders to the addition of such Foreign Borrower), effect such amendments to this Agreement and the other Loan Documents (which may take the form of amendments and restatements) as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 1.09, including, in the case of the addition of a Foreign Borrower, amendments limiting the amount available to be borrowed by such Foreign Borrower and any other Foreign Borrower organized in the same jurisdiction (it being understood that entities formed under the laws of different states, provinces or other localities of the same country as that of a Borrower shall be considered to be of the same jurisdiction as such Foreign Subsidiary) to a specified U.S. Dollar Equivalent of any Alternative Currency, or to effect any other amendments that shall give effect to any conditions associated with the consent of the appropriate Lenders to the addition of such U.S. Borrower or Foreign Borrower. For the avoidance of doubt, Domestic Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers under both the Revolving Credit Facility and the Term A Facility, and Foreign Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers solely under the Revolving Credit FacilityLender.

Additional Borrowers. Holdings Lead Borrower may cause any direct or indirect Domestic Subsidiary that is a Restricted Subsidiary (including any subsidiary formed or otherwise purchased or acquired after the date hereof (including pursuant to a Permitted Acquisition)) to become a Borrower hereunder by (i) executing a joinder agreement to this Agreement, in form and substance satisfactory to the Administrative Agent, appropriately completed, (ii) executing and delivering such documents described in Section 9.12, (iii) delivering an opinion of counsel to such Domestic Subsidiary addressed to the Administrative Agent, the Collateral Agent and each Lender in form and substance reasonably satisfactory to the Administrative Agent, (iv) delivering a certificate from time such Domestic Subsidiary signed by the Secretary or Assistant Secretary of such Domestic Subsidiary, and attested to time request that by a Responsible Officer of such Domestic Subsidiary, in the form of Exhibit E with appropriate insertions, together with copies of the certificate or articles of incorporation and by-laws (x) one or more additional equivalent organizational documents), as applicable, of such Domestic Subsidiaries be added as Borrowers under the Term A Facility Subsidiary and the Revolving Credit Facility and/or (y) one or more additional Foreign Subsidiaries be added as Borrowers under the Revolving Credit Facility, in each case, which request shall be subject to the approval resolutions of the Administrative Agent governing body of such Domestic Subsidiary referred to in such certificate, and each of the Term A Lenders foregoing shall be in form and Revolving Credit Lenders substance reasonably satisfactory to the Administrative Agent, (in the case of v) delivering good standing certificates (or equivalent evidence) and bring-down letters or facsimiles, if any, for such Domestic Subsidiaries) or Subsidiary which the Administrative Agent and each of the Revolving Credit Lenders (in the case of such Foreign Subsidiaries). If (1) the Administrative Agent and all Term A Lenders and Revolving Credit Lenders consent to the addition of such Domestic Subsidiary as a Term A Borrower under the Term A Facility and a Revolving Credit Borrower under the Revolving Credit Facility reasonably may have requested and (2vi) the Administrative Agent and all Revolving Credit Lenders consent (x) furnishing to the addition of such Foreign Subsidiary as a Revolving Credit Borrower under the Revolving Credit Facility, in each case, such Subsidiary shall be required to execute and deliver to the Administrative Agent a Borrower Joinder Agreement and shall take all action in connection therewith (a) if such Borrower is a Domestic Subsidiary, as would otherwise have been required to cause the Collateral and Guaranty Requirements and the requirements set forth in Section 6.11 to be satisfied as if such Subsidiary had been a Loan Party on the Restatement Date and (b) if such Borrower is a Foreign Subsidiary, as are deemed reasonably necessary by the Administrative Agent to provide that the Obligations of such additional Borrower be, to the extent permitted by law, guaranteed and secured on terms no less favorable than those contained in the Collateral and Guaranty Requirements and, in the case of each of clauses (a) and (b), shall deliver to the Administrative Agent such Organization Documents, resolutions, certificates, legal opinions, lien searches and other information (including information to allow the Administrative Agent and the Lenders to comply with all documentation and other information that they reasonably determine is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, at least five days prior to the effectiveness of the joinder of such Domestic Subsidiary, and (y) and documents as delivering, at least five days prior to the Administrative Agent shall reasonably request. Any effectiveness of the joinder of such Domestic Subsidiary, for any Domestic Subsidiary that becomes qualifies as a party to this Agreement pursuant to this Section 1.09 shall thereupon be deemed for all purposes to be a Revolving Credit Borrower “legal entity customer” under the Revolving Credit Facility hereunder and/or Beneficial Ownership Regulation, a Term A Borrower under the Term A Facility hereunder, as applicable. Notwithstanding anything Beneficial Ownership Certification in Section 11.01(a) relation to the contrary, each Borrower Joinder Agreement may, without the consent of any other Lenders (but subject to the approval by the Lenders to the addition of such U.S. Borrower or the approval by the Revolving Credit Lenders to the addition of such Foreign Borrower), effect such amendments to this Agreement and the other Loan Documents (which may take the form of amendments and restatements) as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 1.09, including, in the case of the addition of a Foreign Borrower, amendments limiting the amount available to be borrowed by such Foreign Borrower and any other Foreign Borrower organized in the same jurisdiction (it being understood that entities formed under the laws of different states, provinces or other localities of the same country as that of a Borrower shall be considered to be of the same jurisdiction as such Foreign Domestic Subsidiary) to a specified U.S. Dollar Equivalent of any Alternative Currency, or to effect any other amendments that shall give effect to any conditions associated with the consent of the appropriate Lenders to the addition of such U.S. Borrower or Foreign Borrower. For the avoidance of doubt, Domestic Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers under both the Revolving Credit Facility and the Term A Facility, and Foreign Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers solely under the Revolving Credit Facility.

Additional Borrowers. Holdings Subject to Section 8.14, Centuri may at any time, upon not less than fifteen (15) Business Days’ notice from time Centuri to time request that (x) one or more additional Domestic Subsidiaries be added as Borrowers under the Term A Facility and the Revolving Credit Facility and/or (y) one or more additional Foreign Subsidiaries be added as Borrowers under the Revolving Credit Facility, in each case, which request shall be subject to the approval of the Administrative Agent and each of the Term A Lenders and Revolving Credit Lenders (in the case of such Domestic Subsidiaries) or the Administrative Agent and each of the Revolving Credit Lenders (in the case of such Foreign Subsidiaries). If (1) the Administrative Agent and all Term A Lenders and Revolving Credit Lenders consent to the addition of such Domestic Subsidiary as a Term A Borrower under the Term A Facility and a Revolving Credit Borrower under the Revolving Credit Facility and (2) the Administrative Agent and all Revolving Credit Lenders consent to the addition of such Foreign Subsidiary as a Revolving Credit Borrower under the Revolving Credit Facility, in each case, such Subsidiary shall be required to execute and deliver to the Administrative Agent a Borrower Joinder Agreement and shall take all action in connection therewith (a) if such Borrower is a Domestic Subsidiary, as would otherwise have been required to cause the Collateral and Guaranty Requirements and the requirements set forth in Section 6.11 to be satisfied as if such Subsidiary had been a Loan Party on the Restatement Date and (b) if such Borrower is a Foreign Subsidiary, as are deemed reasonably necessary by the Administrative Agent to provide that the Obligations of such additional Borrower be, to the extent permitted by law, guaranteed and secured on terms no less favorable than those contained in the Collateral and Guaranty Requirements and, in the case of each of clauses (a) and (b), shall deliver to the Administrative Agent such Organization Documents, resolutions, certificates, legal opinions, lien searches and other information (including information to allow the Administrative Agent and the Lenders (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), request that a Wholly-Owned US Subsidiary or Wholly-Owned Canadian Subsidiary (each, an “Applicant Borrower”) be designated as an Additional Borrower to receive Loans and request Letters of Credit hereunder by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit I (an “Additional Borrower Request and Assumption Agreement”); provided that no US Subsidiary or Canadian Subsidiary may be designated as an Additional Borrower without the consent of each Revolving Credit Lender unless such US Subsidiary or Canadian Subsidiary is already a US Subsidiary Guarantor or Canadian Subsidiary Guarantor, as applicable. The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the Credit Facilities, the Administrative Agent and the Lenders shall have received such supporting Security Documents, supplements to the Loan Documents, resolutions, incumbency certificates, opinions of counsel, all documentation and other information in order to comply with requirements of any Anti-Money Laundering Laws including, without limitation, the PATRIOT Act and any applicable “know your customer” and anti-money laundering rules and regulations, including Beneficial Ownership Certification and other documents or information, in form, content and scope reasonably satisfactory to the Act) Administrative Agent, as may be required by the Administrative Agent or the Lenders in their sole discretion, and Notes signed by such new Borrowers to the extent any Lenders so require. If the Administrative Agent and the Lenders agree that an Applicant Borrower shall be entitled to receive Loans and request Letters of Credit hereunder, then promptly following receipt of all such requested documents as and information described above, the Administrative Agent shall reasonably request. Any Subsidiary send a notice in substantially the form of Exhibit J (an “Additional Borrower Notice”) to Centuri and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute an Additional Borrower for purposes hereof, whereupon each of the Lenders agrees to permit such Additional Borrower to receive Loans and request Letters of Credit hereunder, on the terms and conditions set forth herein, and each of the parties agrees that becomes such Additional Borrower 146960219_6 otherwise shall be a party to this Agreement pursuant to this Section 1.09 shall thereupon be deemed Borrower for all purposes to of this Agreement; provided that no Notice of Borrowing or Letter of Credit Application may be a Revolving Credit Borrower under the Revolving Credit Facility hereunder and/or a Term A Borrower under the Term A Facility hereunder, as applicable. Notwithstanding anything in Section 11.01(a) to the contrary, each Borrower Joinder Agreement may, without the consent of any other Lenders (but subject to the approval submitted by the Lenders to the addition or on behalf of such U.S. Additional Borrower or until the approval by the Revolving Credit Lenders to the addition of date five (5) Business Days after such Foreign Borrower), effect such amendments to this Agreement and the other Loan Documents (which may take the form of amendments and restatements) as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 1.09, including, in the case of the addition of a Foreign Borrower, amendments limiting the amount available to be borrowed by such Foreign Borrower and any other Foreign Borrower organized in the same jurisdiction (it being understood that entities formed under the laws of different states, provinces or other localities of the same country as that of a Borrower shall be considered to be of the same jurisdiction as such Foreign Subsidiary) to a specified U.S. Dollar Equivalent of any Alternative Currency, or to effect any other amendments that shall give effect to any conditions associated with the consent of the appropriate Lenders to the addition of such U.S. Borrower or Foreign Borrower. For the avoidance of doubt, Domestic Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers under both the Revolving Credit Facility and the Term A Facility, and Foreign Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers solely under the Revolving Credit Facilityeffective date.

Additional Borrowers. Holdings may from time to time request The parties hereto agree that (x) one or more additional any wholly owned Domestic Subsidiaries be added Subsidiary Guarantor that is not a Borrower as Borrowers under the Term A Facility and the Revolving Credit Facility and/or (y) one or more additional Foreign Subsidiaries be added as Borrowers under the Revolving Credit Facility, in each case, which request shall be subject to the approval of the Administrative Agent and each of the Term A Lenders and Revolving Credit Lenders (in the case of such Domestic Subsidiaries) Closing Date, or the Administrative Agent and each of the Revolving Credit Lenders (in the case of such Foreign Subsidiaries). If (1) the Administrative Agent and all Term A Lenders and Revolving Credit Lenders consent that ceases to the addition of such Domestic Subsidiary as a Term A Borrower under the Term A Facility and a Revolving Credit Borrower under the Revolving Credit Facility and (2) the Administrative Agent and all Revolving Credit Lenders consent to the addition of such Foreign Subsidiary as a Revolving Credit Borrower under the Revolving Credit Facility, in each case, such Subsidiary shall be required to execute and deliver to the Administrative Agent a Borrower Joinder Agreement after the Closing Date, may enter into and shall take all action in connection therewith (a) if such Borrower is a Domestic Subsidiary, as would otherwise have been required to cause the Collateral and Guaranty Requirements and the requirements set forth in Section 6.11 to be satisfied as if such Subsidiary had been a Loan Party on the Restatement Date and (b) if such Borrower is a Foreign Subsidiary, as are deemed reasonably necessary by the Administrative Agent to provide that the Obligations of such additional Borrower be, to the extent permitted by law, guaranteed and secured on terms no less favorable than those contained in the Collateral and Guaranty Requirements and, in the case of each of clauses (a) and (b), shall deliver to the Administrative Agent such Organization Documents, resolutions, certificates, legal opinions, lien searches and other information (including information to allow the Administrative Agent and the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the Act) and documents as the Administrative Agent shall reasonably request. Any Subsidiary that becomes become a party to this Agreement pursuant by executing a New Borrower Agreement. Upon execution and delivery after the date hereof by the Administrative Agent, the Collateral Agent and such a Domestic Subsidiary Guarantor of a New Borrower Agreement, such Domestic Subsidiary Guarantor shall become a Borrower hereunder to the extent provided in the New Borrower Agreement. The Parent Borrower may terminate any Subsidiary Borrower's interests, rights and obligations under this Section 1.09 Agreement in respect of (a)(i) all outstanding Term Loans and (ii) all Revolving Loans made to, or Letters of Credit issued for the account of, any Borrowers other than such Subsidiary Borrower or (b) all Term Loans, Revolving Loans and Letters of Credit, in each case to the extent provided in a Subsidiary Borrower Termination executed and delivered by the Parent Borrower to the Administrative Agent with respect to such Subsidiary Borrower, PROVIDED that (x) no such Subsidiary Borrower subject to any such termination shall thereupon be deemed for all purposes cease to be a Revolving Credit Guarantor for so long as it shall remain a Subsidiary, except as otherwise provided in the Guarantee Agreement, and (y) in the case of any such termination pursuant to clause (b) above, such Subsidiary shall cease to be a Subsidiary Borrower under the Revolving Credit Facility hereunder and/or and a Term A Borrower under the Term A Facility hereunder, as applicableparty to this Agreement. Notwithstanding anything in Section 11.01(athe preceding sentence, no Subsidiary Borrower Termination pursuant to clause (b) above will become effective as to any Subsidiary Borrower at a time when any principal of or interest on any Revolving Loan to such Subsidiary Borrower, or any letter of credit issued for the contraryaccount of such Subsidiary Borrower, each shall be outstanding hereunder. The execution and delivery of a New Borrower Joinder Agreement may, without or a Subsidiary Borrower Termination shall not require the consent of any other Lenders (but subject to the approval by the Lenders to Borrower hereunder. The rights and obligations of each Borrower hereunder shall remain in full force and effect notwithstanding the addition of such U.S. any new Borrower or the approval by the Revolving Credit Lenders to the addition termination of such Foreign Borrower), effect such amendments any Borrower as a party to this Agreement and the other Loan Documents (which may take the form of amendments and restatements) as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 1.09, including, in the case of the addition of a Foreign Borrower, amendments limiting the amount available to be borrowed by such Foreign Borrower and any other Foreign Borrower organized in the same jurisdiction (it being understood that entities formed under the laws of different states, provinces or other localities of the same country as that of a Borrower shall be considered to be of the same jurisdiction as such Foreign Subsidiary) to a specified U.S. Dollar Equivalent of any Alternative Currency, or to effect any other amendments that shall give effect to any conditions associated with the consent of the appropriate Lenders to the addition of such U.S. Borrower or Foreign Borrower. For the avoidance of doubt, Domestic Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers under both the Revolving Credit Facility and the Term A Facility, and Foreign Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers solely under the Revolving Credit FacilityAgreement.

Additional Borrowers. Holdings may from time to time request that (x) one or more additional Domestic Subsidiaries be added as Borrowers under the Term A Facility and the Revolving Credit Facility and/or (y) one or more additional Foreign Subsidiaries be added as Borrowers under the Revolving Credit Facility, in each case, which request shall be subject to the approval of the Administrative Agent and each of the Term A Lenders and Revolving Credit Lenders (in the case of such Domestic Subsidiaries) or the Administrative Agent and each of the Revolving Credit Lenders (in the case of such Foreign Subsidiaries). If (1) the Administrative Agent and all Term A Lenders and Revolving Credit Lenders consent to the addition of such Domestic Subsidiary as a Term A Borrower under the Term A Facility and a Revolving Credit Borrower under the Revolving Credit Facility and (2) the Administrative Agent and all Revolving Credit Lenders consent to the addition of such Foreign Subsidiary as a Revolving Credit Borrower under the Revolving Credit Facility, in each case, such Subsidiary shall be required to execute and deliver to the Administrative Agent a Borrower Joinder Agreement and shall take all action in connection therewith (a) if such Borrower is a Domestic Subsidiary, as would otherwise have been required to cause the Collateral and Guaranty Requirements and the requirements set forth in Section 6.11 to be satisfied as if such Subsidiary had been a Loan Party on the Restatement Date and (b) if such Borrower is a Foreign Subsidiary, as are deemed reasonably necessary by the Administrative Agent to provide that the Obligations of such additional Borrower be, to the extent permitted by law, guaranteed and secured on terms no less favorable than those contained in the Collateral and Guaranty Requirements and, in the case of each of clauses (a) and (b), shall deliver to the Administrative Agent such Organization Documents, resolutions, certificates, legal opinions, lien searches and other information (including information to allow the Administrative Agent and the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the Act) and documents as the Administrative Agent shall reasonably request. Any Subsidiary that becomes a party to this Agreement pursuant to this Section 1.09 shall thereupon be deemed for all purposes to be a Revolving Credit Borrower under the Revolving Credit Facility hereunder and/or a Term A Borrower under the Term A Facility hereunder, as applicable. Notwithstanding anything in Section 11.01(a) to the contrary, each Borrower Joinder Agreement may, without the consent of any other Lenders (but subject to the approval by the Lenders to the addition of such U.S. Borrower or the approval by the Revolving Credit Lenders to the addition of such Foreign Borrower), effect such amendments to this Agreement and the other Loan Documents (which may take the form of amendments and restatements) as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 1.09, including, in the case of the addition of a Foreign Borrower, amendments limiting the amount available to be borrowed by such Foreign Borrower and any other Foreign Borrower organized in the same jurisdiction (it being understood that entities formed under the laws of different states, provinces or other localities of the same US-DOCS\70212156.16 country as that of a Borrower shall be considered to be of the same jurisdiction as such Foreign Subsidiary) to a specified U.S. Dollar Equivalent of any Alternative Currency, or to effect any other amendments that shall give effect to any conditions associated with the consent of the appropriate Lenders to the addition of such U.S. Borrower or Foreign Borrower. For the avoidance of doubt, Domestic Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers under both the Revolving Credit Facility and the Term A Facility, and Foreign Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers solely under the Revolving Credit Facility.