Common use of Additional Subsidiary Borrowers Clause in Contracts

Additional Subsidiary Borrowers. The Borrower may designate any Domestic Subsidiary as a Subsidiary Borrower under this Agreement and the other Loan Documents upon satisfaction of each of the following conditions. (a) The Borrower shall have delivered to the Administrative Agent a written notice requesting that such Domestic Subsidiary be designated as a new Subsidiary Borrower. The Administrative Agent agrees that promptly upon receipt of such notice it will forward such notice to the Lenders requesting their approval of such Domestic Subsidiary as a Subsidiary Borrower. If the Required Agreement Lenders approve such designation (which approval shall occur no earlier than five (5) Business Days after the Lenders receive written notice of the request that such Domestic Subsidiary be designated as a new Subsidiary Borrower), the applicable Domestic Subsidiary shall be deemed a “Borrower” under this Agreement and the other Loan Documents and all references herein (other than the references in Articles V, VI, VII, VIII, IX and X of this Agreement) to “Borrower” shall be deemed to include the Subsidiary Borrower. (b) The Administrative Agent shall have received a duly executed supplement to this Agreement and any other applicable Loan Documents joining such Domestic Subsidiary as a Subsidiary Borrower hereunder (such supplement to be in form and substance reasonably satisfactory to the Administrative Agent). (c) Such Domestic Subsidiary shall deliver to the Administrative Agent such documents and certificates referred to in Section 5.2 as may be reasonably requested by the Administrative Agent (it being agreed by the Borrower that, if the designation of such Domestic Subsidiary as a Subsidiary Borrower obligates the Administrative Agent or any Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Borrower shall, promptly upon the request of the Administrative Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry out, and be satisfied it has complied with the results of, all necessary “know your customer” or other similar checks under all Applicable Laws). (d) (i) If not previously granted to the Administrative Agent under the Security Documents, such Domestic Subsidiary shall pledge a security interest in all Collateral owned by such Domestic Subsidiary by delivering to the Administrative Agent a duly executed supplement to each applicable Security Document or such other documents as the Administrative Agent shall reasonably deem appropriate for such purpose.

Additional Subsidiary Borrowers. The Original Borrower may designate any Domestic Subsidiary as a Subsidiary Borrower under this Agreement and the other Loan Documents upon satisfaction of each of the following conditions. (a) The Borrower shall have delivered to the Administrative Agent a written notice requesting that such Domestic Subsidiary be designated as a new Subsidiary BorrowerBorrower and indicating such Domestic Subsidiary's jurisdiction of incorporation, organization or formation. The Administrative Agent agrees that promptly upon receipt of such notice it will forward such notice to the Lenders requesting their approval of such Domestic Subsidiary as a Subsidiary Borrower. If the Required Agreement Lenders approve such designation (which approval shall occur no earlier than five (5) Business Days after the Lenders receive written notice of the request that such Domestic Subsidiary be designated as a new Subsidiary Borrower), the applicable Domestic Subsidiary shall be deemed a “"Borrower” " under this Agreement and the other Loan Documents and all references herein (other than the references in Articles V, VI, VII, VIII, IX and X of this Agreement) to “"Borrower” " shall be deemed to include the Subsidiary Borrower. (b) The Administrative Agent shall have received a duly executed supplement to this Agreement and any other applicable Loan Documents joining such Domestic Subsidiary as a Subsidiary Borrower hereunder (such supplement to be in form and substance reasonably satisfactory to the Administrative Agent). (c) Such Domestic Subsidiary shall deliver to the Administrative Agent such documents and certificates referred to in Section 5.2 as may be reasonably requested by the Administrative Agent (it being agreed by the Borrower that, if the designation of such Domestic Subsidiary as a Subsidiary Borrower obligates the Administrative Agent or any Lender to comply with “"know your customer” " or similar identification procedures in circumstances where the necessary information is not already available to it, the Borrower shall, promptly upon the request of the Administrative Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry out, and be satisfied it has complied with the results of, all necessary “"know your customer” " or other similar checks under all Applicable Laws). (d) (i) If not previously granted to the Administrative Agent under the Security Documents, such Domestic Subsidiary shall pledge a security interest in all Collateral owned by such Domestic Subsidiary by delivering to the Administrative Agent a duly executed supplement to each applicable Security Document or such other documents as the Administrative Agent shall reasonably deem appropriate for such purpose.

Additional Subsidiary Borrowers. The Borrower may designate any Domestic Subsidiary as a Subsidiary Borrower under this Agreement and the other Loan Documents upon satisfaction of each of the following conditions. (a) The Borrower shall have delivered to the Administrative Agent a written notice requesting that such Domestic Subsidiary be designated as a new Subsidiary Borrower. The Administrative Agent agrees that promptly upon receipt of such notice it will forward such notice to the Lenders requesting their approval of such Domestic Subsidiary as a Subsidiary Borrower. If the Required Agreement Lenders approve such designation (which approval shall occur no earlier than five (5) Business Days after the Lenders receive written notice of the request that such Domestic Subsidiary be designated as a new Subsidiary Borrower), the applicable Domestic Subsidiary shall be deemed a “Borrower” under this Agreement and the other Loan Documents and all references herein (other than the references in Articles Article V, Article VI, Article VII, Article VIII, Article IX and Article X of this Agreement) to “Borrower” shall be deemed to include the Subsidiary Borrower. (b) The Administrative Agent shall have received a duly executed supplement to this Agreement and any other applicable Loan Documents joining such Domestic Subsidiary as a Subsidiary Borrower hereunder (such supplement to be in form and substance reasonably satisfactory to the Administrative Agent). (c) Such Domestic Subsidiary shall deliver to the Administrative Agent such documents and certificates referred to in Section 5.2 as may be reasonably requested by the Administrative Agent (it being agreed by the Borrower that, if the designation of such Domestic Subsidiary as a Subsidiary Borrower obligates the Administrative Agent or any Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Borrower shall, promptly upon the request of the Administrative Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry out, and be satisfied it has complied with the results of, all necessary “know your customer” or other similar checks under all Applicable Laws). (d) (i) If not previously granted to the Administrative Agent under the Security Documents, such Domestic Subsidiary shall pledge a security interest in all Collateral owned by such Domestic Subsidiary by delivering to the Administrative Agent a duly executed supplement to each applicable Security Document or such other documents as the Administrative Agent shall reasonably deem appropriate for such purpose.

Additional Subsidiary Borrowers. The Original Borrower may designate any Domestic Subsidiary as a Subsidiary Borrower under this Agreement and the other Loan Documents upon satisfaction of each of the following conditions. (a) The Borrower shall have delivered to the Administrative Agent a written notice requesting that such Domestic Subsidiary be designated as a new Subsidiary BorrowerBorrower and indicating such Domestic Subsidiary’s jurisdiction of incorporation, organization or formation. The Administrative Agent agrees that promptly upon receipt of such notice it will forward such notice to the Lenders requesting their approval of such Domestic Subsidiary as a Subsidiary Borrower. If the Required Agreement Lenders approve such designation (which approval shall occur no earlier than five (5) Business Days after the Lenders receive written notice of the request that such Domestic Subsidiary be designated as a new Subsidiary Borrower), the applicable Domestic Subsidiary shall be deemed a “Borrower” under this Agreement and the other Loan Documents and all references herein (other than the references in Articles V, VI, VII, VIII, IX and X of this Agreement) to “Borrower” shall be deemed to include the Subsidiary Borrower. (b) The Administrative Agent shall have received a duly executed supplement to this Agreement and any other applicable Loan Documents joining such Domestic Subsidiary as a Subsidiary Borrower hereunder (such supplement to be in form and substance reasonably satisfactory to the Administrative Agent). (c) Such Domestic Subsidiary shall deliver to the Administrative Agent such documents and certificates referred to in Section 5.2 as may be reasonably requested by the Administrative Agent (it being agreed by the Borrower that, if the designation of such Domestic Subsidiary as a Subsidiary Borrower obligates the Administrative Agent or any Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Borrower shall, promptly upon the request of the Administrative Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry out, and be satisfied it has complied with the results of, all necessary “know your customer” or other similar checks under all Applicable Laws). (d) (i) If not previously granted to the Administrative Agent under the Security Documents, such Domestic Subsidiary shall pledge a security interest in all Collateral owned by such Domestic Subsidiary by delivering to the Administrative Agent a duly executed supplement to each applicable Security Document or such other documents as the Administrative Agent shall reasonably deem appropriate for such purpose. (ii) To the extent not previously delivered to the Administrative Agent under the Security Documents, the Borrower shall deliver to the Administrative Agent such original Capital Stock or other certificates and stock or other transfer powers evidencing the Capital Stock of such Domestic Subsidiary and, to the extent required by the Security Documents, all Capital Stock or other certificates and stock or other transfer powers evidencing the Capital Stock owned by such Domestic Subsidiary. (e) The Borrower shall deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Domestic Subsidiary. (f) The Borrower shall deliver to the Administrative Agent such other documents (including, without limitation, legal opinions) as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent. (g) The obligations of each Subsidiary Borrower hereunder and under the other Loan Documents shall be joint and several with the Obligations of the Borrower and each other Subsidiary Borrower.

Additional Subsidiary Borrowers. The Borrower may Company may, at any time and from time to time, designate any a Domestic Subsidiary that is a wholly-owned Subsidiary of the Company (or, with the prior written consent of each Lender (which consent shall not be unreasonably withheld), that is a Subsidiary of which the Company owns, directly or indirectly, more than 80% of the voting Equity Interests), as a Subsidiary Borrower, in each case by delivery to the Administrative Agent of a Borrower under Joinder Agreement executed by such Domestic Subsidiary and by the Company, and upon such delivery such Domestic Subsidiary shall for all purposes of this Agreement be a Subsidiary Borrower and the other Loan Documents upon satisfaction of each of the following conditions. (a) The a party to this Agreement. Any Subsidiary Borrower shall continue to be a Subsidiary Borrower until the Company shall have executed and delivered to the Administrative Agent a written notice requesting that Borrower Termination Agreement with respect to such Subsidiary Borrower, whereupon such Subsidiary Borrower shall cease to be a Subsidiary Borrower hereunder. Notwithstanding the preceding sentence, (a) no Borrower Joinder Agreement shall become effective as to any such Domestic Subsidiary if it shall be designated as unlawful for such Domestic Subsidiary to become a new Subsidiary Borrower. The Administrative Agent agrees that promptly upon receipt of such notice it will forward such notice Borrower hereunder or for any Lender to the Lenders requesting their approval of make Loans or otherwise extend credit to such Domestic Subsidiary as a Subsidiary Borrower. If the Required Agreement Lenders approve such designation (which approval shall occur no earlier than five (5) Business Days after the Lenders receive written notice of the request that such Domestic Subsidiary be designated as a new Subsidiary Borrower), the applicable Domestic Subsidiary shall be deemed a “Borrower” under this Agreement provided herein and the other Loan Documents and all references herein (other than the references in Articles V, VI, VII, VIII, IX and X of this Agreement) to “Borrower” shall be deemed to include the Subsidiary Borrower. (b) The Administrative Agent no Borrower Termination Agreement shall have received a duly executed supplement become effective as to this Agreement and any other applicable Loan Documents joining such Domestic Subsidiary as a Subsidiary Borrower hereunder until all Loans made to and all amounts payable by such Subsidiary Borrower in respect of LC Disbursements, interest and/or fees (such supplement to be in form and substance reasonably satisfactory and, to the Administrative Agent). (c) Such Domestic Subsidiary shall deliver to the Administrative Agent such documents and certificates referred to in Section 5.2 as may be reasonably requested extent notified by the Administrative Agent (it being agreed by the Borrower that, if the designation of such Domestic Subsidiary as a Subsidiary Borrower obligates the Administrative Agent or any Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Borrower shall, promptly upon the request of the Administrative Agent or any Lender, supply such documentation and any other evidence as is reasonably requested by the Administrative Agent or amounts payable under any Lender in order for the Administrative Agent or such Lender to carry out, and be satisfied it has complied with the results of, all necessary “know your customer” or other similar checks under all Applicable Laws). (d) (i) If not previously granted to the Administrative Agent under the Security Documents, such Domestic Subsidiary shall pledge a security interest in all Collateral owned Loan Document by such Domestic Subsidiary by delivering Borrower) shall have been paid in full, provided that such Borrower Termination Agreement shall be effective to terminate the Administrative Agent right of such Subsidiary Borrower to request or receive further extensions of credit under this Agreement. As soon as practicable upon receipt of a duly executed supplement to each applicable Security Document or such other documents as Borrower Joinder Agreement, the Administrative Agent shall reasonably deem appropriate for such purposesend a copy thereof to each Lender.

Additional Subsidiary Borrowers. The Borrower may designate any Domestic Subsidiary as a Subsidiary Borrower under this Agreement and the other Loan Documents upon satisfaction of each of the following conditions. (a) The Borrower shall have delivered to the Administrative Agent a written notice requesting that such Domestic Subsidiary be designated as a new Subsidiary Borrower. The Administrative Agent agrees that promptly upon receipt of such notice it will forward such notice to the Lenders requesting their approval of such Domestic Subsidiary as a Subsidiary Borrower. If the Required Agreement Lenders approve such designation (which approval shall occur no earlier than five (5) Business Days after the Lenders receive written notice of the request that such Domestic Subsidiary be designated as a new Subsidiary Borrower), the applicable Domestic Subsidiary shall be deemed a “"Borrower” " under this Agreement and the other Loan Documents and all references herein (other than the references in Articles V, VI, VII, VIII, IX and X of this Agreement) to “"Borrower” " shall be deemed to include the Subsidiary Borrower. (b) The Administrative Agent shall have received a duly executed supplement to this Agreement and any other applicable Loan Documents joining such Domestic Subsidiary as a Subsidiary Borrower hereunder (such supplement to be in form and substance reasonably satisfactory to the Administrative Agent). (c) Such Domestic Subsidiary shall deliver to the Administrative Agent such documents and certificates referred to in Section 5.2 as may be reasonably requested by the Administrative Agent (it being agreed by the Borrower that, if the designation of such Domestic Subsidiary as a Subsidiary Borrower obligates the Administrative Agent or any Lender to comply with “"know your customer” " or similar identification procedures in circumstances where the necessary information is not already available to it, the Borrower shall, promptly upon the request of the Administrative Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry out, and be satisfied it has complied with the results of, all necessary “"know your customer” " or other similar checks under all Applicable Laws). (d) (i) If not previously granted to the Administrative Agent under the Security Documents, such Domestic Subsidiary shall pledge a security interest in all Collateral owned by such Domestic Subsidiary by delivering to the Administrative Agent a duly executed supplement to each applicable Security Document or such other documents as the Administrative Agent shall reasonably deem appropriate for such purpose.

Additional Subsidiary Borrowers. The Borrower may designate at any Domestic Subsidiary time add as a party to this Agreement a Subsidiary to become a “Subsidiary Borrower” hereunder subject to (a) the consent of the Agent and each Lender, (b) the receipt of evidence satisfactory to the Agent that such Subsidiary would not, in its capacity as a Borrower hereunder, be required by law to withhold or deduct any Taxes from or in respect of any sum payable hereunder by such Subsidiary to the Agent or any Lender unless an exemption from such requirement can be obtained by such Subsidiary and that no other adverse tax, regulatory or other consequences would affect the Agent or the Lender as a result of such Subsidiary’s status as a Borrower, (c) the execution and delivery to the Agent of a duly completed Assumption Letter by such Subsidiary, with the written consent of the Borrower appearing thereon and (d) the execution and delivery to the Agent and the Lenders of each other instrument, document and agreement required by Section 5.4. Upon such satisfaction of all such conditions, such Subsidiary shall for all purposes be a party hereto as a Subsidiary Borrower as fully as if it had executed and delivered this Agreement. So long as the principal of and interest on any Advances made to any Subsidiary Borrower under this Agreement and the other Loan Documents upon satisfaction of each of the following conditions. (a) The Borrower shall have delivered to the Administrative Agent a written notice requesting that such Domestic Subsidiary be designated as a new Subsidiary Borrower. The Administrative Agent agrees that promptly upon receipt been repaid or paid in full and all other obligations of such notice it will forward such notice to Subsidiary Borrower under this Agreement shall have been fully performed, the Lenders requesting their approval of such Domestic Subsidiary as a Subsidiary Borrower. If the Required Agreement Lenders approve such designation (which approval shall occur no earlier Borrower may, by not less than five (5) Business Days after Days’ prior notice to the Agent (which shall promptly notify the Lenders receive written notice of the request that thereof), terminate such Domestic Subsidiary be designated Subsidiary’s status as a new “Subsidiary Borrower), the applicable Domestic Subsidiary shall be deemed a “Borrower” under this Agreement and the other Loan Documents and all references herein (other than the references in Articles V, VI, VII, VIII, IX and X of this Agreement) to “Borrower” shall be deemed to include the Subsidiary Borrower”. (b) The Administrative Agent shall have received a duly executed supplement to this Agreement and any other applicable Loan Documents joining such Domestic Subsidiary as a Subsidiary Borrower hereunder (such supplement to be in form and substance reasonably satisfactory to the Administrative Agent). (c) Such Domestic Subsidiary shall deliver to the Administrative Agent such documents and certificates referred to in Section 5.2 as may be reasonably requested by the Administrative Agent (it being agreed by the Borrower that, if the designation of such Domestic Subsidiary as a Subsidiary Borrower obligates the Administrative Agent or any Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Borrower shall, promptly upon the request of the Administrative Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry out, and be satisfied it has complied with the results of, all necessary “know your customer” or other similar checks under all Applicable Laws). (d) (i) If not previously granted to the Administrative Agent under the Security Documents, such Domestic Subsidiary shall pledge a security interest in all Collateral owned by such Domestic Subsidiary by delivering to the Administrative Agent a duly executed supplement to each applicable Security Document or such other documents as the Administrative Agent shall reasonably deem appropriate for such purpose.

Additional Subsidiary Borrowers. The Borrower may designate Borrowers will cause each of their Domestic Subsidiaries, whether newly formed, after acquired or otherwise existing, to promptly (and in any event within thirty (30) days after such Domestic Subsidiary is formed or acquired (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Subsidiary Borrower under this Agreement and hereunder by way of execution of a Joinder Agreement. In connection therewith, the other Loan Documents upon satisfaction of each of the following conditions. (a) The Borrower Borrowers shall have delivered give notice to the Administrative Agent not less than fifteen (15) days prior to creating a written notice requesting that such Domestic Subsidiary be designated as a new Subsidiary BorrowerSubsidiary, or acquiring the Capital Stock of any other Person. The Borrowers’ Obligations shall be secured by, among other things, a first priority perfected security interest in the Collateral of the Additional Borrower and a pledge of 100% of the Capital Stock of the Additional Borrower and its Domestic Subsidiaries and 65% (or such higher percentage that would not result in material adverse tax consequences for such Additional Borrower) of the voting Capital Stock and 100% of the non-voting Capital Stock of its first-tier Foreign Subsidiaries. In connection with the foregoing, the Borrowers shall deliver to the Administrative Agent, with respect to each Additional Borrower to the extent applicable, substantially the same documentation required pursuant to Sections 4.1(b)-(f) and such other documents or agreements as the Administrative Agent agrees may reasonably request. A Subsidiary that promptly upon receipt of such notice it will forward such notice to the Lenders requesting their approval of such Domestic Subsidiary as a Subsidiary Borrower. If the Required Agreement Lenders approve such designation (which approval shall occur no earlier than five (5) Business Days is formed or acquired after the Lenders receive written notice of the request that such Domestic Subsidiary be designated as a new Subsidiary Borrower), the applicable Domestic Subsidiary Closing Date shall only be deemed a “Borrower”, a “Subsidiary Borrower” or a “Subsidiary” under this Agreement Agreement, and each of the other Loan Documents agreements contemplated hereby, on and all references herein (other than after the references in Articles V, VI, VII, VIII, IX and X of date such Subsidiary becomes a party to this Agreement) to “Borrower” shall be deemed to include the Subsidiary Borrower. (b) The Administrative Agent shall have received a duly executed supplement to this Agreement and any other applicable Loan Documents joining such Domestic Subsidiary as a Subsidiary Borrower hereunder (such supplement to be in form and substance reasonably satisfactory to the Administrative Agent). (c) Such Domestic Subsidiary shall deliver to the Administrative Agent such documents and certificates referred to in Section 5.2 as may be reasonably requested by the Administrative Agent (it being agreed by the Borrower that, if the designation of such Domestic Subsidiary as a Subsidiary Borrower obligates the Administrative Agent or any Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Borrower shall, promptly upon the request of the Administrative Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry out, and be satisfied it has complied with the results of, all necessary “know your customer” or other similar checks under all Applicable Laws). (d) (i) If not previously granted to the Administrative Agent under the Security Documents, such Domestic Subsidiary shall pledge a security interest in all Collateral owned by such Domestic Subsidiary by delivering to the Administrative Agent a duly executed supplement to each applicable Security Document or such other documents as the Administrative Agent shall reasonably deem appropriate for such purpose.

Additional Subsidiary Borrowers. The Borrower Subject to the conditions set forth below, any Subsidiary of the Company may designate any Domestic Subsidiary become a party to this Agreement as a Subsidiary Borrower under hereunder. Any such Subsidiary shall become a party to this Agreement and the other Loan Documents upon satisfaction of each of the following conditions. at such time as (a) The Borrower shall have delivered to the Administrative Agent a written notice requesting that such Domestic Subsidiary be designated as a new Subsidiary Borrower. The Administrative Agent agrees that promptly upon receipt of such notice it will forward such notice to the Lenders requesting their approval of such Domestic Subsidiary as a Subsidiary Borrower. If the Required Agreement Lenders approve such designation (which approval shall occur no earlier than five (5) Business Days after the Lenders receive written notice of the request that such Domestic Subsidiary be designated as a new Subsidiary Borrower), the applicable Domestic Subsidiary shall be deemed a “Borrower” under this Agreement and the other Loan Documents and all references herein (other than the references in Articles V, VI, VII, VIII, IX and X of this Agreement) to “Borrower” shall be deemed to include the Subsidiary Borrower. (b) The Administrative Agent shall have received (i) a duly executed supplement to this Agreement and any other applicable Loan Documents joining such Domestic Subsidiary as (a "Subsidiary Borrower hereunder Supplement"), in substantially the form of Exhibit F hereto, duly executed by such Subsidiary, (ii) a Note for each Bank, duly executed by such supplement Subsidiary, (iii) certified copies of the charter and by-laws (or equivalent documents) of such Subsidiary and of all corporate authority for such Subsidiary (including, without limitation, board of director resolutions and evidence of the incumbency, including specimen signatures, of officers) with respect to the execution, delivery and performance of this Agreement and the Notes and each other document to be delivered by such Subsidiary from time to time in connection herewith and the extensions of credit hereunder, and (iv) a favorable opinion of counsel (which counsel shall be reasonably acceptable as the Administrative Agent) for such Subsidiary with regard to the due organization, power and authority of such Subsidiary to execute and deliver such Subsidiary Borrower Supplement, and the legality, validity, binding effect and enforceability thereof and of such Subsidiary's obligations under this Agreement and said Notes, and the obtaining of any and all foreign exchange and other governmental approvals required in connection therewith, and (b) the Administrative Agent shall have accepted such Subsidiary Borrower Supplement (which the Administrative Agent shall accept upon its receipt of the documentation required to be delivered pursuant to the foregoing clause (a) in form and substance reasonably satisfactory to the Administrative Agent). (c) Such Domestic . Upon such receipt and acceptance, such Subsidiary shall deliver to be a party hereto and shall have the Administrative Agent such documents rights and certificates referred to in Section 5.2 as may be reasonably requested by obligations of a Borrower hereunder and under the Administrative Agent (it being agreed by the Borrower that, if the designation of such Domestic Subsidiary as a Subsidiary Borrower obligates the Administrative Agent or any Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Borrower shall, promptly upon the request of the Administrative Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry outNotes, and be satisfied it has complied with the results of, all necessary “know your customer” or other similar checks under all Applicable Laws). (d) (i) If not previously granted to the Administrative Agent under the Security Documents, such Domestic Subsidiary shall pledge a security interest in all Collateral owned by such Domestic Subsidiary by delivering to the Administrative Agent a duly executed supplement to each applicable Security Document or such other documents as the Administrative Agent shall reasonably deem appropriate for notify the Banks thereof and shall deliver to each Bank its Note of such purposeSubsidiary.

Additional Subsidiary Borrowers. The Borrower may designate Borrowers shall (i) cause any Domestic Subsidiary of any Borrower which commences a voluntary case under the Bankruptcy Code to file the relevant petition for relief under the Bankruptcy Code in the same venue as the Chapter 11 Cases, and shall promptly notify Administrative Agent of such filing, (ii) apply to the Bankruptcy Court and otherwise use best efforts to have any such voluntary case jointly administered with the Chapter 11 Cases, and (iii) cause any such Subsidiary promptly (and in any event no later than one Business Day after such filing) to execute and deliver to Administrative Agent a Borrowing Subsidiary Agreement and a counterpart of the Security Agreement (each such Subsidiary being an "Additional Subsidiary Borrower") and to take all such further actions and execute all such further documents and instruments (including actions, documents and instruments comparable to those described in subsection 4.1J) as may be necessary or, in the opinion of Administrative Agent, desirable to create in favor of Administrative Agent, for the benefit of Lenders, a valid and perfected security interest in all of the personal and mixed property assets of such Subsidiary described in the applicable forms of Collateral Documents, with the same priority as set forth in the Interim Borrowing Order or the Final Borrowing Order, as applicable, for the security interests granted by the initial Borrowers hereunder. Upon delivery of such executed Borrowing Subsidiary Agreement by the other Borrowers, notice of which is hereby waived by Borrowers other than Company, and each of the other documents referred to in the immediately preceding sentence, each such Additional Subsidiary Borrower shall be a Borrower and shall be as fully a party hereto as if such Subsidiary were an original signatory hereto as a Subsidiary Borrower. Each Borrower hereby expressly agrees that its Obligations arising hereunder or under this Agreement and the other Loan Documents upon satisfaction shall not be affected or diminished by the addition or release of each of the following conditions. (a) The Borrower shall have delivered to the Administrative Agent a written notice requesting that such Domestic Subsidiary be designated as a new Subsidiary Borrower. The Administrative Agent agrees that promptly upon receipt of such notice it will forward such notice to the Lenders requesting their approval of such Domestic Subsidiary as a Subsidiary Borrower. If the Required Agreement Lenders approve such designation (which approval shall occur no earlier than five (5) Business Days after the Lenders receive written notice of the request that such Domestic Subsidiary be designated as a new Subsidiary Borrower), the applicable Domestic Subsidiary shall be deemed a “Borrower” under this Agreement and the other Loan Documents and all references herein (other than the references in Articles V, VI, VII, VIII, IX and X of this Agreement) to “Borrower” shall be deemed to include the Subsidiary Borrower. (b) The Administrative Agent shall have received a duly executed supplement to this Agreement and any other applicable Loan Documents joining such Domestic Subsidiary as a Additional Subsidiary Borrower hereunder (such supplement to be in form and substance reasonably satisfactory to the Administrative Agent)hereunder. (c) Such Domestic Subsidiary shall deliver to the Administrative Agent such documents and certificates referred to in Section 5.2 as may be reasonably requested by the Administrative Agent (it being agreed by the Borrower that, if the designation of such Domestic Subsidiary as a Subsidiary Borrower obligates the Administrative Agent or any Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Borrower shall, promptly upon the request of the Administrative Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry out, and be satisfied it has complied with the results of, all necessary “know your customer” or other similar checks under all Applicable Laws). (d) (i) If not previously granted to the Administrative Agent under the Security Documents, such Domestic Subsidiary shall pledge a security interest in all Collateral owned by such Domestic Subsidiary by delivering to the Administrative Agent a duly executed supplement to each applicable Security Document or such other documents as the Administrative Agent shall reasonably deem appropriate for such purpose.

Additional Subsidiary Borrowers. The Borrower may designate any Domestic Subsidiary as a Subsidiary Borrower under this Agreement and To the other Loan Documents upon satisfaction of each of the following conditions. (a) The Borrower shall have extent not delivered to the Administrative Agent on or before the Effective Date, the Administrative Borrower promptly shall, and shall cause each of its Restricted Subsidiaries promptly to, in the case of any Restricted Subsidiary that is a written notice requesting that such Domestic Subsidiary be designated owning 5% or more of the Total Assets of the Administrative Borrower and its Restricted Subsidiaries or contributing 5% or more of the Consolidated Net Income of the Administrative Borrower and its Restricted Subsidiaries for the immediately preceding four fiscal quarters, cause such Restricted Subsidiary to become a party hereto as a new an additional Subsidiary Borrower. The Administrative Agent agrees that promptly upon receipt of such notice it will forward such notice Notwithstanding anything herein to the Lenders requesting their approval contrary, in the event that at any time the Subsidiaries of the Administrative Borrower (other than those Subsidiaries engaged in the business of originating residential home loans, title insurance and reinsurance) that are not Borrowers own, in the aggregate for all such Domestic Subsidiaries, 5% or more of the Total Assets of the Administrative Borrower and its Restricted Subsidiaries or contribute 5% or more of the Consolidated Net Income of the Administrative Borrower and its Restricted Subsidiaries for the immediately preceding four fiscal quarters, the Administrative Borrower shall promptly cause such number of its Subsidiaries to become a party hereto as additional Subsidiary Borrowers so that the Subsidiaries of the Administrative Borrower that are not Subsidiary Borrowers do not own, in the aggregate for all such Subsidiaries, 5% or more of the Total Assets of the Administrative Borrower and its Restricted Subsidiaries or contribute 5% or more of the Consolidated Net Income of the Administrative Borrower and its Restricted Subsidiaries for the immediately preceding four fiscal quarters. Prior to any Subsidiary of the Administrative Borrower incurring, or having outstanding (including, without limitation, the Senior Notes or the Senior Subordinated Notes) any guaranty obligation in respect of other Indebtedness of the Administrative Borrower or any Restricted Subsidiary, the Administrative Borrower shall promptly cause such Subsidiary to become a party hereto as a an additional Subsidiary Borrower. If the Required Agreement Lenders approve such designation (which approval shall occur no earlier than five (5) Business Days after the Lenders receive written notice Each of the request that such Domestic Subsidiary be designated as a new Subsidiary Borrower)Borrowers agrees that, if, pursuant to this Section 6.13, the applicable Domestic Subsidiary Administrative Borrower shall be deemed a “Borrower” under this Agreement and the other Loan Documents and all references herein (other than the references in Articles V, VI, VII, VIII, IX and X of this Agreement) required to “Borrower” shall be deemed to include the cause any Subsidiary Borrower. (b) The Administrative Agent shall have received a duly executed supplement to this Agreement and any other applicable Loan Documents joining such Domestic Subsidiary as that is not a Subsidiary Borrower hereunder (such supplement to be in form and substance reasonably satisfactory to become an additional Subsidiary Borrower, or if for any reason the Administrative Agent). (c) Such Domestic Borrower desires any such Subsidiary to become an additional Subsidiary Borrower, such Subsidiary shall execute and deliver to the Administrative Agent such documents a Credit Agreement Supplement and certificates referred shall thereafter for all purposes be a party to in Section 5.2 as may be reasonably requested by this Agreement and have the Administrative Agent (it being agreed by the Borrower thatsame rights, if the designation of such Domestic Subsidiary benefits and obligations as a Subsidiary Borrower obligates on the Administrative Agent or any Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Borrower shall, promptly upon the request of the Administrative Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry out, and be satisfied it has complied with the results of, all necessary “know your customer” or other similar checks under all Applicable Laws)Effective Date. (d) (i) If not previously granted to the Administrative Agent under the Security Documents, such Domestic Subsidiary shall pledge a security interest in all Collateral owned by such Domestic Subsidiary by delivering to the Administrative Agent a duly executed supplement to each applicable Security Document or such other documents as the Administrative Agent shall reasonably deem appropriate for such purpose.

Additional Subsidiary Borrowers. The Borrower may Company may, at any time and from time to time, designate any a Domestic Subsidiary that is a wholly-owned Subsidiary of the Company, with the prior written consent of each Lender, as a Subsidiary Borrower, in each case by delivery to the Administrative Agent of a Borrower under Joinder Agreement and a Guarantor Joinder Agreement executed by such Domestic Subsidiary and by the Company, and upon such delivery such Domestic Subsidiary shall for all purposes of this Agreement be a Subsidiary Borrower and the other Loan Documents upon satisfaction of each of the following conditions. (a) The a party to this Agreement. Any Subsidiary Borrower shall continue to be a Subsidiary Borrower until the Company shall have executed and delivered to the Administrative Agent a written notice requesting that Borrower Termination Agreement with respect to such Subsidiary Borrower, whereupon such Subsidiary Borrower shall cease to be a Subsidiary Borrower hereunder. Notwithstanding the preceding sentence, (a) no Borrower Joinder Agreement shall become effective as to any such Domestic Subsidiary if it shall be designated as unlawful for such Domestic Subsidiary to become a new Subsidiary Borrower. The Administrative Agent agrees that promptly upon receipt of such notice it will forward such notice Borrower hereunder or for any Lender to the Lenders requesting their approval of make Loans or otherwise extend credit to such Domestic Subsidiary as a Subsidiary Borrower. If the Required Agreement Lenders approve such designation (which approval shall occur no earlier than five (5) Business Days after the Lenders receive written notice of the request that such Domestic Subsidiary be designated as a new Subsidiary Borrower), the applicable Domestic Subsidiary shall be deemed a “Borrower” under this Agreement provided herein and the other Loan Documents and all references herein (other than the references in Articles V, VI, VII, VIII, IX and X of this Agreement) to “Borrower” shall be deemed to include the Subsidiary Borrower. (b) The Administrative Agent no Borrower Termination Agreement shall have received a duly executed supplement become effective as to this Agreement and any other applicable Loan Documents joining such Domestic Subsidiary as a Subsidiary Borrower hereunder until all Loans made to and all amounts payable by such Subsidiary Borrower in respect of LC Disbursements, interest and/or fees (such supplement to be in form and substance reasonably satisfactory and, to the Administrative Agent). (c) Such Domestic Subsidiary shall deliver to the Administrative Agent such documents and certificates referred to in Section 5.2 as may be reasonably requested extent notified by the Administrative Agent (it being agreed by the Borrower that, if the designation of such Domestic Subsidiary as a Subsidiary Borrower obligates the Administrative Agent or any Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Borrower shall, promptly upon the request of the Administrative Agent or any Lender, supply such documentation and any other evidence as is reasonably requested by the Administrative Agent or amounts payable under any Lender in order for the Administrative Agent or such Lender to carry out, and be satisfied it has complied with the results of, all necessary “know your customer” or other similar checks under all Applicable Laws). (d) (i) If not previously granted to the Administrative Agent under the Security Documents, such Domestic Subsidiary shall pledge a security interest in all Collateral owned Loan Document by such Domestic Subsidiary by delivering Borrower) shall have been paid in full, provided that such Borrower Termination Agreement shall be effective to terminate the Administrative Agent right of such Subsidiary Borrower to request or receive further extensions of credit under this Agreement. As soon as practicable upon receipt of a duly executed supplement to each applicable Security Document or such other documents as Borrower Joinder Agreement and a Guarantor Joinder Agreement, the Administrative Agent shall reasonably deem appropriate for such purposesend a copy thereof to each Lender.

Additional Subsidiary Borrowers. The Borrower Company may designate at any Domestic Subsidiary time add as a Subsidiary Borrower under party to this Agreement and the other Loan Documents upon satisfaction of each of the following conditions. a Subsidiary to become a “Subsidiary Borrower” hereunder subject to (a) The Borrower shall have delivered the consent of the Administrative Agent, (b) the receipt of evidence satisfactory to the Administrative Agent a written notice requesting that such Domestic Subsidiary be designated would not, in its capacity as a new Borrower hereunder, be required by law to withhold or deduct any Taxes from or in respect of any sum payable hereunder by such Subsidiary Borrower. The Administrative Agent agrees that promptly upon receipt of such notice it will forward such notice to the Lenders requesting their approval of such Domestic Subsidiary as a Subsidiary Borrower. If the Required Agreement Lenders approve such designation (which approval shall occur no earlier than five (5) Business Days after the Lenders receive written notice of the request that such Domestic Subsidiary be designated as a new Subsidiary Borrower), the applicable Domestic Subsidiary shall be deemed a “Borrower” under this Agreement and the other Loan Documents and all references herein (other than the references in Articles V, VI, VII, VIII, IX and X of this Agreement) to “Borrower” shall be deemed to include the Subsidiary Borrower. (b) The Administrative Agent shall have received a duly executed supplement to this Agreement and any other applicable Loan Documents joining such Domestic Subsidiary as a Subsidiary Borrower hereunder (such supplement to be in form and substance reasonably satisfactory to the Administrative Agent). (c) Such Domestic Subsidiary shall deliver to the Administrative Agent such documents and certificates referred to in Section 5.2 as may be reasonably requested by the Administrative Agent (it being agreed by the Borrower that, if the designation of such Domestic Subsidiary as a Subsidiary Borrower obligates the Administrative Agent or any Lender to comply unless an exemption from such requirement can be obtained by such Subsidiary (with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Borrower shall, promptly upon the request reasonable cooperation of the Administrative Agent and the Lenders) and that no other adverse tax, regulatory or any Lender, supply such documentation and other evidence as is reasonably requested by consequences would affect the Administrative Agent or any the Lender in order for as a result of such Subsidiary’s status as a Borrower, (c) the Administrative Agent or such Lender to carry out, execution and be satisfied it has complied with the results of, all necessary “know your customer” or other similar checks under all Applicable Laws). (d) (i) If not previously granted delivery to the Administrative Agent under the Security Documents, such Domestic Subsidiary shall pledge of a security interest in all Collateral owned duly completed Assumption Letter by such Domestic Subsidiary, with the written consent of the Company appearing thereon, (d) unless such Subsidiary by delivering is already a Subsidiary Guarantor, the execution and delivery to the Administrative Agent of an executed Supplement to become a duly executed Subsidiary Guarantor under the Subsidiary Guaranty in the form of Annex I to Exhibit G-2 (whereupon such Subsidiary shall become a “Subsidiary Guarantor” under this Agreement); provided that no Foreign Subsidiary shall be required to execute and deliver a supplement to each applicable Security Document the Subsidiary Guaranty if such execution and delivery would cause a Deemed Dividend Problem or a Financial Assistance Problem with respect to such other documents as Foreign Subsidiary and (e) the execution and delivery to the Administrative Agent and the Lenders of each other instrument, document and agreement required by Section 5.3. Upon such satisfaction of all such conditions, such Subsidiary shall reasonably deem appropriate for all purposes be a party hereto as a Subsidiary Borrower as fully as if it had executed and delivered this Agreement. So long as the principal of and interest on any Advances made to any Subsidiary Borrower under this Agreement shall have been repaid or paid in full, the Company may, by not less than one (1) Business Day’s prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), terminate such purposeSubsidiary’s status as a “Subsidiary Borrower”; provided, that such Subsidiary shall remain a Subsidiary Guarantor to the extent necessary to permit the Company to remain in compliance with the Credit Support Requirement as of such date.

Additional Subsidiary Borrowers. The Borrower may designate any Domestic Subsidiary as a Subsidiary Borrower under this Agreement and the other Loan Documents upon satisfaction of each of the following conditions. (a) The Borrower shall have delivered to the Administrative Agent a written notice requesting that such Domestic Subsidiary be designated as a new Subsidiary Borrower. The Administrative Agent agrees that promptly upon receipt of such notice it will forward such notice to the Lenders requesting their approval of such Domestic Subsidiary as a Subsidiary Borrower. If the Required Agreement Lenders approve such designation (which approval shall occur no earlier than five (5) Business Days after the Lenders receive written notice of the - request that such Domestic Subsidiary be designated as a new Subsidiary Borrower), the applicable Domestic Subsidiary shall be deemed a “Borrower” under this Agreement and the other Loan Documents and all references herein (other than the references in Articles Article V, Article VI, Article VII, Article VIII, Article IX and Article X of this Agreement) to “Borrower” shall be deemed to include the Subsidiary Borrower. (b) The Administrative Agent shall have received a duly executed supplement to this Agreement and any other applicable Loan Documents joining such Domestic Subsidiary as a Subsidiary Borrower hereunder (such supplement to be in form and substance reasonably satisfactory to the Administrative Agent). (c) Such Domestic Subsidiary shall deliver to the Administrative Agent such documents and certificates referred to in Section 5.2 as may be reasonably requested by the Administrative Agent (it being agreed by the Borrower that, if the designation of such Domestic Subsidiary as a Subsidiary Borrower obligates the Administrative Agent or any Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Borrower shall, promptly upon the request of the Administrative Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry out, and be satisfied it has complied with the results of, all necessary “know your customer” or other similar checks under all Applicable Laws). (d) (i) If not previously granted to the Administrative Agent under the Security Documents, such Domestic Subsidiary shall pledge a security interest in all Collateral owned by such Domestic Subsidiary by delivering to the Administrative Agent a duly executed supplement to each applicable Security Document or such other documents as the Administrative Agent shall reasonably deem appropriate for such purpose.

Additional Subsidiary Borrowers. The Borrower may designate any Domestic Subsidiary as a Subsidiary Borrower under this Agreement and the other Loan Documents upon satisfaction of each of the following conditions. (a) The Borrower shall have delivered to the Administrative Agent a written notice requesting that such Domestic Subsidiary be designated as a new Subsidiary Borrower. The Administrative Agent agrees that promptly upon receipt of such notice it will forward such notice to the Lenders requesting their approval of such Domestic Subsidiary as a Subsidiary Borrower. If the Required Agreement Lenders approve such designation (which approval shall occur no earlier than five (5) Business Days after the Lenders receive written notice of the - request that such Domestic Subsidiary be designated as a new Subsidiary Borrower), the applicable Domestic Subsidiary shall be deemed a “"Borrower” " under this Agreement and the other Loan Documents and all references herein (other than the references in Articles Article V, Article VI, Article VII, Article VIII, Article IX and Article X of this Agreement) to “"Borrower” " shall be deemed to include the Subsidiary Borrower. (b) The Administrative Agent shall have received a duly executed supplement to this Agreement and any other applicable Loan Documents joining such Domestic Subsidiary as a Subsidiary Borrower hereunder (such supplement to be in form and substance reasonably satisfactory to the Administrative Agent). (c) Such Domestic Subsidiary shall deliver to the Administrative Agent such documents and certificates referred to in Section 5.2 as may be reasonably requested by the Administrative Agent (it being agreed by the Borrower that, if the designation of such Domestic Subsidiary as a Subsidiary Borrower obligates the Administrative Agent or any Lender to comply with “"know your customer” " or similar identification procedures in circumstances where the necessary information is not already available to it, the Borrower shall, promptly upon the request of the Administrative Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry out, and be satisfied it has complied with the results of, all necessary “"know your customer” " or other similar checks under all Applicable Laws). (d) (i) If not previously granted to the Administrative Agent under the Security Documents, such Domestic Subsidiary shall pledge a security interest in all Collateral owned by such Domestic Subsidiary by delivering to the Administrative Agent a duly executed supplement to each applicable Security Document or such other documents as the Administrative Agent shall reasonably deem appropriate for such purpose.

Additional Subsidiary Borrowers. The Borrower may designate Borrowers will cause each of their Domestic Subsidiaries, whether newly formed, after acquired or otherwise existing, to promptly (and in any event within thirty (30) days after such Domestic Subsidiary is formed or acquired (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Subsidiary Borrower under this Agreement and hereunder by way of execution of a Joinder Agreement. In connection therewith, the other Loan Documents upon satisfaction of each of the following conditions. (a) The Borrower Borrowers shall have delivered give notice to the Administrative Agent not less than fifteen (15) days prior to creating a written notice requesting that such Domestic Subsidiary be designated as a new Subsidiary BorrowerSubsidiary, or acquiring the Capital Stock of any other Person. The Administrative Agent agrees that promptly upon receipt of such notice it will forward such notice to Borrowers' Obligations shall be secured by, among other things, a first priority perfected security interest in the Lenders requesting their approval of such Domestic Subsidiary as a Subsidiary Borrower. If the Required Agreement Lenders approve such designation (which approval shall occur no earlier than five (5) Business Days after the Lenders receive written notice Collateral of the request Additional Borrower and a pledge of 100% of the Capital Stock of the Additional Borrower and its Domestic Subsidiaries and 65% (or such higher percentage that would not result in material adverse tax consequences for such Domestic Subsidiary be designated as a new Subsidiary Additional Borrower)) of the voting Capital Stock and 100% of the non-voting Capital Stock of its first-tier Foreign Subsidiaries. In connection with the foregoing, the applicable Domestic Subsidiary shall be deemed a “Borrower” under this Agreement and the other Loan Documents and all references herein (other than the references in Articles V, VI, VII, VIII, IX and X of this Agreement) to “Borrower” shall be deemed to include the Subsidiary Borrower. (b) The Administrative Agent shall have received a duly executed supplement to this Agreement and any other applicable Loan Documents joining such Domestic Subsidiary as a Subsidiary Borrower hereunder (such supplement to be in form and substance reasonably satisfactory to the Administrative Agent). (c) Such Domestic Subsidiary Borrowers shall deliver to the Administrative Agent such documents and certificates referred Agent, with respect to in Section 5.2 as may be reasonably requested by the Administrative Agent (it being agreed by the each Additional Borrower that, if the designation of such Domestic Subsidiary as a Subsidiary Borrower obligates the Administrative Agent or any Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Borrower shall, promptly upon the request of the Administrative Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry out, and be satisfied it has complied with the results of, all necessary “know your customer” or other similar checks under all Applicable Laws). (d) (i) If not previously granted to the Administrative Agent under extent applicable, substantially the Security Documents, such Domestic Subsidiary shall pledge a security interest in all Collateral owned by such Domestic Subsidiary by delivering same documentation required pursuant to the Administrative Agent a duly executed supplement to each applicable Security Document or Sections 4.1(b)-(f) and such other documents or agreements as the Administrative Agent may reasonably request. A Subsidiary which is formed or acquired after the Closing Date shall reasonably deem appropriate for only be deemed a "Borrower", a "Subsidiary Borrower" or a "Subsidiary" under this Agreement, and each of the other agreements contemplated hereby, on and after the date such purposeSubsidiary becomes a party to this Agreement.

Additional Subsidiary Borrowers. The Borrower Subject to the conditions set forth below, any Subsidiary of the Company may designate any Domestic Subsidiary become a party to this Agreement as a Subsidiary Borrower under hereunder. Any such Subsidiary shall become a party to this Agreement and the other Loan Documents upon satisfaction of each of the following conditions. at such time as (a) The Borrower shall have delivered to the Administrative Agent a written notice requesting that such Domestic Subsidiary be designated as a new Subsidiary Borrower. The Administrative Agent agrees that promptly upon receipt of such notice it will forward such notice to the Lenders requesting their approval of such Domestic Subsidiary as a Subsidiary Borrower. If the Required Agreement Lenders approve such designation (which approval shall occur no earlier than five (5) Business Days after the Lenders receive written notice of the request that such Domestic Subsidiary be designated as a new Subsidiary Borrower), the applicable Domestic Subsidiary shall be deemed a “Borrower” under this Agreement and the other Loan Documents and all references herein (other than the references in Articles V, VI, VII, VIII, IX and X of this Agreement) to “Borrower” shall be deemed to include the Subsidiary Borrower. (b) The Administrative Agent shall have received (i) a duly executed supplement to this Agreement and any other applicable Loan Documents joining such Domestic Subsidiary as (a "Subsidiary Borrower hereunder Supplement"), in substantially the form of Exhibit F hereto, duly executed by such Subsidiary, (ii) a Note for each Bank, duly executed by such supplement Subsidiary, (iii) certified copies of the charter and by-laws (or equivalent documents) of such Subsidiary and of all corporate authority for such Subsidiary (including, without limitation, board of director resolutions and evidence of the incumbency, including specimen signatures, of officers) with respect to the execution, delivery and performance of this Agreement and the Notes and each other document to be delivered by such Subsidiary from time to time in connection herewith and the extensions of credit hereunder, and (iv) a favorable opinion of counsel (which counsel shall be reasonably acceptable to the Administrative Agent) for such Subsidiary with regard to the due organization, power and authority of such Subsidiary to execute and deliver such Subsidiary Borrower Supplement, and the legality, validity, binding effect and enforceability thereof and of such Subsidiary's obligations under this Agreement and said Notes, and the obtaining of any and all foreign exchange and other governmental approvals required in connection therewith, and (b) the Administrative Agent shall have accepted such Subsidiary Borrower Supplement (which the Administrative Agent shall accept upon its receipt of the documentation required to be delivered pursuant to the foregoing clause (a) in form and substance reasonably satisfactory to the Administrative Agent). (c) Such Domestic . Upon such receipt and acceptance, such Subsidiary shall deliver to be a party hereto and shall have the Administrative Agent such documents rights and certificates referred to in Section 5.2 as may be reasonably requested by obligations of a Borrower hereunder and under the Administrative Agent (it being agreed by the Borrower that, if the designation of such Domestic Subsidiary as a Subsidiary Borrower obligates the Administrative Agent or any Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Borrower shall, promptly upon the request of the Administrative Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry outNotes, and be satisfied it has complied with the results of, all necessary “know your customer” or other similar checks under all Applicable Laws). (d) (i) If not previously granted to the Administrative Agent under the Security Documents, such Domestic Subsidiary shall pledge a security interest in all Collateral owned by such Domestic Subsidiary by delivering to the Administrative Agent a duly executed supplement to each applicable Security Document or such other documents as the Administrative Agent shall reasonably deem appropriate for notify the Banks thereof and shall deliver to each Bank its Note of such purposeSubsidiary.

Additional Subsidiary Borrowers. The Borrower may designate any Domestic Subsidiary as a Subsidiary Borrower under this Agreement and the other Loan Documents upon satisfaction of each of the following conditions. (a) The Borrower shall have delivered to the Administrative Agent a written notice requesting that such Domestic Subsidiary be designated as a new Subsidiary Borrower. The Administrative Agent agrees that promptly upon receipt of such notice it will forward such notice to the Lenders requesting their approval of such Domestic Subsidiary as a Subsidiary Borrower. If the Required Agreement Lenders approve such designation (which approval shall occur no earlier than five (5) Business Days after the Lenders receive written notice of the request that such Domestic Subsidiary be designated as a new Subsidiary Borrower), the applicable Domestic Subsidiary shall be deemed a “"Borrower” " under this Agreement and the other Loan Documents and all references herein (other than the references in Articles Article V, Article VI, Article VII, Article VIII, Article IX and Article X of this Agreement) to “"Borrower” " shall be deemed to include the Subsidiary Borrower. (b) The Administrative Agent shall have received a duly executed supplement to this Agreement and any other applicable Loan Documents joining such Domestic Subsidiary as a Subsidiary Borrower hereunder (such supplement to be in form and substance reasonably satisfactory to the Administrative Agent). (c) Such Domestic Subsidiary shall deliver to the Administrative Agent such documents and certificates referred to in Section 5.2 as may be reasonably requested by the Administrative Agent (it being agreed by the Borrower that, if the designation of such Domestic Subsidiary as a Subsidiary Borrower obligates the Administrative Agent or any Lender to comply with “"know your customer” " or similar identification procedures in circumstances where the necessary information is not already available to it, the Borrower shall, promptly upon the request of the Administrative Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry out, and be satisfied it has complied with the results of, all necessary “"know your customer” " or other similar checks under all Applicable Laws). (d) (i) If not previously granted to the Administrative Agent under the Security Documents, such Domestic Subsidiary shall pledge a security interest in all Collateral owned by such Domestic Subsidiary by delivering to the Administrative Agent a duly executed supplement to each applicable Security Document or such other documents as the Administrative Agent shall reasonably deem appropriate for such purpose.

Additional Subsidiary Borrowers. The Borrower may Loan Party Representative may, at any time and from time to time, designate any a Domestic Subsidiary that is a wholly-owned Subsidiary of the Parent Borrower, with the prior written consent of each Lender, as a Subsidiary Borrower, in each case by delivery to the Administrative Agent of a Borrower under Joinder Agreement executed by such Domestic Subsidiary and by the Loan Party Representative, and upon such delivery such Domestic Subsidiary shall for all purposes of this Agreement be a Subsidiary Borrower and the other Loan Documents upon satisfaction of each of the following conditions. (a) The a party to this Agreement. Any Subsidiary Borrower shall continue to be a Subsidiary Borrower until the Loan Party Representative shall have executed and delivered to the Administrative Agent a written notice requesting that Borrower Termination Agreement with respect to such Subsidiary Borrower, whereupon such Subsidiary Borrower shall cease to be a Subsidiary Borrower hereunder. Notwithstanding the preceding sentence, (a) no Borrower Joinder Agreement shall become effective as to any such Domestic Subsidiary if it shall be designated as unlawful for such Domestic Subsidiary to become a new Subsidiary Borrower. The Administrative Agent agrees that promptly upon receipt of such notice it will forward such notice Borrower hereunder or for any Lender to the Lenders requesting their approval of make Loans or otherwise extend credit to such Domestic Subsidiary as a Subsidiary Borrower. If the Required Agreement Lenders approve such designation (which approval shall occur no earlier than five (5) Business Days after the Lenders receive written notice of the request that such Domestic Subsidiary be designated as a new Subsidiary Borrower), the applicable Domestic Subsidiary shall be deemed a “Borrower” under this Agreement provided herein and the other Loan Documents and all references herein (other than the references in Articles V, VI, VII, VIII, IX and X of this Agreement) to “Borrower” shall be deemed to include the Subsidiary Borrower. (b) The Administrative Agent no Borrower Termination Agreement shall have received a duly executed supplement become effective as to this Agreement and any other applicable Loan Documents joining such Domestic Subsidiary as a Subsidiary Borrower hereunder until all Loans made to and all amounts payable by such Subsidiary Borrower in respect of interest and/or fees (such supplement to be in form and substance reasonably satisfactory and, to the Administrative Agent). (c) Such Domestic Subsidiary shall deliver to the Administrative Agent such documents and certificates referred to in Section 5.2 as may be reasonably requested extent notified by the Administrative Agent (it being agreed by the Borrower that, if the designation of such Domestic Subsidiary as a Subsidiary Borrower obligates the Administrative Agent or any Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Borrower shall, promptly upon the request of the Administrative Agent or any Lender, supply such documentation and any other evidence as is reasonably requested by the Administrative Agent or amounts payable under any Lender in order for the Administrative Agent or such Lender to carry out, and be satisfied it has complied with the results of, all necessary “know your customer” or other similar checks under all Applicable Laws). (d) (i) If not previously granted to the Administrative Agent under the Security Documents, such Domestic Subsidiary shall pledge a security interest in all Collateral owned Loan Document by such Domestic Subsidiary by delivering Borrower) shall have been paid in full, provided that such Borrower Termination Agreement shall be effective to terminate the Administrative Agent right of such Subsidiary Borrower to request or receive further extensions of credit under this Agreement. As soon as practicable upon receipt of a duly executed supplement to each applicable Security Document or such other documents as Borrower Joinder Agreement, the Administrative Agent shall reasonably deem appropriate for such purposesend a copy thereof to each Lender.

Additional Subsidiary Borrowers. The Borrower may Company may, at any time and from time to time, designate any a Domestic Subsidiary that is a wholly-owned Subsidiary of the Company or that is a Subsidiary of which the Company owns, directly or indirectly, more than 80% of the voting Equity Interests, with the prior written consent of each Lender (which consent shall not be unreasonably withheld), as a Subsidiary Borrower, in each case by delivery to the Administrative Agent of a Borrower under Joinder Agreement and a Guarantor Joinder Agreement executed by such Domestic Subsidiary and by the Company, and upon such delivery such Domestic Subsidiary shall for all purposes of this Agreement be a Subsidiary Borrower and the other Loan Documents upon satisfaction of each of the following conditions. (a) The a party to this Agreement. Any Subsidiary Borrower shall continue to be a Subsidiary Borrower until the Company shall have executed and delivered to the Administrative Agent a written notice requesting that Borrower Termination Agreement with respect to such Subsidiary Borrower, whereupon such Subsidiary Borrower shall cease to be a Subsidiary Borrower hereunder. Notwithstanding the preceding sentence, (a) no Borrower Joinder Agreement shall become effective as to any such Domestic Subsidiary if it shall be designated as unlawful for such Domestic Subsidiary to become a new Subsidiary Borrower. The Administrative Agent agrees that promptly upon receipt of such notice it will forward such notice Borrower hereunder or for any Lender to the Lenders requesting their approval of make Loans or otherwise extend credit to such Domestic Subsidiary as a Subsidiary Borrower. If the Required Agreement Lenders approve such designation (which approval shall occur no earlier than five (5) Business Days after the Lenders receive written notice of the request that such Domestic Subsidiary be designated as a new Subsidiary Borrower), the applicable Domestic Subsidiary shall be deemed a “Borrower” under this Agreement provided herein and the other Loan Documents and all references herein (other than the references in Articles V, VI, VII, VIII, IX and X of this Agreement) to “Borrower” shall be deemed to include the Subsidiary Borrower. (b) The Administrative Agent no Borrower Termination Agreement shall have received a duly executed supplement become effective as to this Agreement and any other applicable Loan Documents joining such Domestic Subsidiary as a Subsidiary Borrower hereunder until all Loans made to and all amounts payable by such Subsidiary Borrower in respect of LC Disbursements, interest and/or fees (such supplement to be in form and substance reasonably satisfactory and, to the Administrative Agent). (c) Such Domestic Subsidiary shall deliver to the Administrative Agent such documents and certificates referred to in Section 5.2 as may be reasonably requested extent notified by the Administrative Agent (it being agreed by the Borrower that, if the designation of such Domestic Subsidiary as a Subsidiary Borrower obligates the Administrative Agent or any Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Borrower shall, promptly upon the request of the Administrative Agent or any Lender, supply such documentation and any other evidence as is reasonably requested by the Administrative Agent or amounts payable under any Lender in order for the Administrative Agent or such Lender to carry out, and be satisfied it has complied with the results of, all necessary “know your customer” or other similar checks under all Applicable Laws). (d) (i) If not previously granted to the Administrative Agent under the Security Documents, such Domestic Subsidiary shall pledge a security interest in all Collateral owned Loan Document by such Domestic Subsidiary by delivering Borrower) shall have been paid in full, provided that such Borrower Termination Agreement shall be effective to terminate the Administrative Agent right of such Subsidiary Borrower to request or receive further extensions of credit under this Agreement. As soon as practicable upon receipt of a duly executed supplement to each applicable Security Document or such other documents as Borrower Joinder Agreement and a Guarantor Joinder Agreement, the Administrative Agent shall reasonably deem appropriate for such purposesend a copy thereof to each Lender.

Additional Subsidiary Borrowers. The Borrower Company may designate at any Domestic Subsidiary time add as a party to this Agreement a Subsidiary to become a “Subsidiary Borrower” hereunder subject to (a) the consent of the Administrative Agent, (b) the receipt of evidence satisfactory to the Administrative Agent that such Subsidiary would not, in its capacity as a Borrower hereunder, be required by law to withhold or deduct any Taxes from or in respect of any sum payable hereunder by such Subsidiary to the Administrative Agent or any Revolving Lender unless an exemption from such requirement can be obtained by such Subsidiary (with the reasonable cooperation of the Administrative Agent and the Revolving Lenders) and that no other adverse tax, regulatory or other consequences would affect the Administrative Agent or the Revolving Lender as a result of such Subsidiary’s status as a Borrower, (c) the execution and delivery to the Administrative Agent of a duly completed Assumption Letter by such Subsidiary, with the written consent of the Company appearing thereon, (d) unless such Subsidiary is already a Subsidiary Guarantor, the execution and delivery to the Administrative Agent of an executed Supplement to become a Subsidiary Guarantor under the Subsidiary Guaranty in the form of Annex I to Exhibit G-2 (whereupon such Subsidiary shall become a “Subsidiary Guarantor” under this Agreement); provided that no Foreign Subsidiary shall be required to execute and deliver a supplement to the Subsidiary Guaranty if such execution and delivery would cause a Deemed Dividend Problem or a Financial Assistance Problem with respect to such Foreign Subsidiary and (e) the execution and delivery to the Administrative Agent and the Revolving Lenders of each other instrument, document and agreement required by Section 5.3. Upon such satisfaction of all such conditions, such Subsidiary shall for all purposes be a party hereto as a Subsidiary Borrower as fully as if it had executed and delivered this Agreement. So long as the principal of and interest on any Advances made to any Subsidiary Borrower under this Agreement and the other Loan Documents upon satisfaction of each of the following conditions. (a) The Borrower shall have delivered been repaid or paid in full, the Company may, by not less than one (1) Business Day’s prior notice to the Administrative Agent (which shall promptly notify the Revolving Lenders thereof), terminate such Subsidiary’s status as a written notice requesting “Subsidiary Borrower”; provided, that such Domestic Subsidiary be designated shall remain a Subsidiary Guarantor to the extent necessary to permit the Company to remain in compliance with the Credit Support Requirement as a new Subsidiary Borrower. The Administrative Agent agrees that promptly upon receipt of such notice it will forward such notice to the Lenders requesting their approval of such Domestic Subsidiary as a Subsidiary Borrower. If the Required Agreement Lenders approve such designation (which approval shall occur no earlier than five (5) Business Days after the Lenders receive written notice of the request that such Domestic Subsidiary be designated as a new Subsidiary Borrower), the applicable Domestic Subsidiary shall be deemed a “Borrower” under this Agreement and the other Loan Documents and all references herein (other than the references in Articles V, VI, VII, VIII, IX and X of this Agreement) to “Borrower” shall be deemed to include the Subsidiary Borrowerdate. (b) The Administrative Agent shall have received a duly executed supplement to this Agreement and any other applicable Loan Documents joining such Domestic Subsidiary as a Subsidiary Borrower hereunder (such supplement to be in form and substance reasonably satisfactory to the Administrative Agent). (c) Such Domestic Subsidiary shall deliver to the Administrative Agent such documents and certificates referred to in Section 5.2 as may be reasonably requested by the Administrative Agent (it being agreed by the Borrower that, if the designation of such Domestic Subsidiary as a Subsidiary Borrower obligates the Administrative Agent or any Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Borrower shall, promptly upon the request of the Administrative Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry out, and be satisfied it has complied with the results of, all necessary “know your customer” or other similar checks under all Applicable Laws). (d) (i) If not previously granted to the Administrative Agent under the Security Documents, such Domestic Subsidiary shall pledge a security interest in all Collateral owned by such Domestic Subsidiary by delivering to the Administrative Agent a duly executed supplement to each applicable Security Document or such other documents as the Administrative Agent shall reasonably deem appropriate for such purpose.

Additional Subsidiary Borrowers. The Borrower Company may at any time and from time to time designate any Domestic Subsidiary that is a wholly-owned Subsidiary of the Company (or, with the prior written consent of each Lender (which consent shall not be unreasonably withheld), that is a Subsidiary of which the Company owns, directly or indirectly, more than 80% of the voting Equity Interests) as a Subsidiary Borrower by delivery to the Administrative Agent of a Borrower Joinder Agreement executed by such Subsidiary and the Company; provided, that no Subsidiary may be designated as a Subsidiary Borrower or borrow hereunder if it shall be unlawful for such Subsidiary so to borrow or for any Lender to lend to such subsidiary. As soon as practicable upon receipt thereof, the Administrative Agent will post a copy of such Borrower Joinder Agreement to the Lenders. Each Borrower Joinder Agreement shall become effective on the date ten Business Days after it has been posted by the Administrative Agent to the Lenders (subject to the receipt by any Lender of any information reasonably requested by it not later than the third Business Day after the posting date of such Borrower Joinder Agreement under the Patriot Act or other “know-your-customer” laws), unless prior thereto the Administrative Agent shall have received written notice from any Lender (a) that it is unlawful under Federal or applicable state or foreign law for such Lender to make Loans or otherwise extend credit to or do business with such Subsidiary as provided herein or (b) that extending credit under this Agreement to such Subsidiary, or to Persons in the jurisdiction in which such Subsidiary is located generally, would be likely to expose such Lender to materially adverse tax, regulatory or legal consequences, taking into account the provisions of Sections 2.15 and 2.17 (a “Notice of Objection”), in which case such Borrower Joinder Agreement shall not become effective until such time as such Lender withdraws such Notice of Objection or ceases to be a Lender hereunder pursuant to Section 2.19(b). Upon the other Loan Documents upon satisfaction effectiveness of each a Borrower Joinder Agreement as provided in the preceding sentence, the applicable Subsidiary shall for all purposes of this Agreement be a Subsidiary Borrower and a party to this Agreement until the following conditions. (a) The Borrower Company shall have executed and delivered to the Administrative Agent a written notice requesting that Borrower Termination Agreement with respect to such Domestic Subsidiary be designated as a new Subsidiary Borrower. The Administrative Agent agrees that promptly upon receipt of Subsidiary, whereupon such notice it will forward such notice to the Lenders requesting their approval of such Domestic Subsidiary as a Subsidiary Borrower. If the Required Agreement Lenders approve such designation (which approval shall occur no earlier than five (5) Business Days after the Lenders receive written notice of the request that such Domestic Subsidiary be designated as a new Subsidiary Borrower), the applicable Domestic Subsidiary shall cease to be deemed a “Borrower” under this Agreement and the other Loan Documents and all references herein (other than the references in Articles V, VI, VII, VIII, IX and X of this Agreement) to “Borrower” shall be deemed to include the Subsidiary Borrower. (b) The Administrative Agent shall have received a duly executed supplement to this Agreement and any other applicable Loan Documents joining such Domestic Subsidiary as a Subsidiary Borrower hereunder and a party to this Agreement. Notwithstanding the preceding sentence, no Borrower Termination Agreement will become effective as to any Subsidiary Borrower until all Loans made to and all amounts payable by such Subsidiary Borrower in respect of LC Disbursements, interest and/or fees (such supplement to be in form and substance reasonably satisfactory and, to the Administrative Agent). (c) Such Domestic Subsidiary shall deliver to the Administrative Agent such documents and certificates referred to in Section 5.2 as may be reasonably requested extent notified by the Administrative Agent (it being agreed by the Borrower that, if the designation of such Domestic Subsidiary as a Subsidiary Borrower obligates the Administrative Agent or any Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Borrower shall, promptly upon the request of the Administrative Agent or any Lender, supply such documentation and any other evidence as is reasonably requested by the Administrative Agent or amounts payable under any Lender in order for the Administrative Agent or such Lender to carry out, and be satisfied it has complied with the results of, all necessary “know your customer” or other similar checks under all Applicable Laws). (d) (i) If not previously granted to the Administrative Agent under the Security Documents, such Domestic Subsidiary shall pledge a security interest in all Collateral owned Loan Document by such Domestic Subsidiary by delivering Borrower) shall have been paid in full, provided that such Borrower Termination Agreement shall be effective to terminate the Administrative Agent a duly executed supplement right of such Subsidiary Borrower to each applicable Security Document or such other documents as the Administrative Agent shall reasonably deem appropriate for such purposemake further Borrowings under this Agreement.

Additional Subsidiary Borrowers. The initial Subsidiary Borrowers hereunder shall be United Glass, United Glass Group, O-I Australia and O-I Italy. From time to time subsequent to the date hereof, Company may, with the consent of Administrative Agent, Australian Administrative Agent and Australian Lenders (which consent shall not be unreasonably withheld), designate additional Australian Subsidiaries as Australian Subsidiary Borrowers (each such designated Australian Subsidiary being an "Additional Subsidiary Borrower" with respect to ADollars), and any such Australian Subsidiary may become an Australian Subsidiary Borrower by executing a Borrowing Subsidiary Agreement substantially in the form of Exhibit XXV annexed hereto and delivering such executed Borrowing Subsidiary Agreement, executed by Company and each other Borrower, to Administrative Agent and Australian Administrative Agent, together with (i) a certificate executed by the secretary, an assistant secretary or any director of such Subsidiary as to (a) the fact that attached copies of such Subsidiary's Certificate of Incorporation and Memorandum and Articles of Association are true and correct copies thereof, (b) the fact that attached resolutions of the Board of Directors of such Subsidiary approving and authorizing the execution, delivery and performance of the Borrowing Subsidiary Agreement and the Credit Agreement as modified thereby are in full force and effect and have not been modified or amended, (c) the fact that attached copies of powers of attorney, if any, are true and correct copies thereof, and (d) the incumbency and signatures of the officers of such Subsidiary executing the Borrowing Subsidiary Agreement (and, if applicable, any powers of attorney authorizing other Persons to execute such Borrowing Subsidiary Agreement), and (ii) such other documents as Administrative Agent or such Offshore Administrative Agent may designate any Domestic reasonably request, all of the foregoing to be satisfactory in form and substance to Administrative Agent and its counsel and such Offshore Administrative Agent. Upon delivery of such executed Borrowing Subsidiary Agreement by the other Borrowers, notice of which is hereby waived by the 159 Borrowers other than Company, and each of the other documents referred to in the immediately preceding sentence, each such Additional Subsidiary Borrower shall be a Subsidiary Borrower and shall be as fully a party hereto as if such Subsidiary were an original signatory hereto as a Subsidiary Borrower with respect to ADollars. Each Borrower hereby expressly agrees that its Obligations arising hereunder or under this Agreement and the other Loan Documents upon satisfaction shall not be affected or diminished by the addition or release of each of the following conditions. (a) The Borrower shall have delivered to the Administrative Agent a written notice requesting that such Domestic Subsidiary be designated as a new Subsidiary Borrower. The Administrative Agent agrees that promptly upon receipt of such notice it will forward such notice to the Lenders requesting their approval of such Domestic Subsidiary as a Subsidiary Borrower. If the Required Agreement Lenders approve such designation (which approval shall occur no earlier than five (5) Business Days after the Lenders receive written notice of the request that such Domestic Subsidiary be designated as a new Subsidiary Borrower), the applicable Domestic Subsidiary shall be deemed a “Borrower” under this Agreement and the other Loan Documents and all references herein (other than the references in Articles V, VI, VII, VIII, IX and X of this Agreement) to “Borrower” shall be deemed to include the Subsidiary Borrower. (b) The Administrative Agent shall have received a duly executed supplement to this Agreement and any other applicable Loan Documents joining such Domestic Subsidiary as a Subsidiary Borrower hereunder (such supplement to be in form and substance reasonably satisfactory to the Administrative Agent)hereunder. (c) Such Domestic Subsidiary shall deliver to the Administrative Agent such documents and certificates referred to in Section 5.2 as may be reasonably requested by the Administrative Agent (it being agreed by the Borrower that, if the designation of such Domestic Subsidiary as a Subsidiary Borrower obligates the Administrative Agent or any Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Borrower shall, promptly upon the request of the Administrative Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry out, and be satisfied it has complied with the results of, all necessary “know your customer” or other similar checks under all Applicable Laws). (d) (i) If not previously granted to the Administrative Agent under the Security Documents, such Domestic Subsidiary shall pledge a security interest in all Collateral owned by such Domestic Subsidiary by delivering to the Administrative Agent a duly executed supplement to each applicable Security Document or such other documents as the Administrative Agent shall reasonably deem appropriate for such purpose.

Additional Subsidiary Borrowers. The Borrower Company may at any time and from time to time designate any Domestic Subsidiary that is a wholly-owned Subsidiary of the Company (or, with the prior written consent of each Lender (which consent shall not be unreasonably withheld), that is a Subsidiary of which the Company owns, directly or indirectly, more than 80% of the voting Equity Interests) as a Subsidiary Borrower by delivery to the Administrative Agent of a Borrower Joinder Agreement executed by such Subsidiary and the Company; provided, that no Subsidiary may be designated as a Subsidiary Borrower or borrow hereunder if it shall be unlawful for such Subsidiary so to borrow or for any Lender to lend to such subsidiary. As soon as practicable upon receipt thereof, the Administrative Agent will post a copy of such Borrower Joinder Agreement to the Lenders. Each Borrower Joinder Agreement shall become effective on the date ten Business Days after it has been posted by the Administrative Agent to the Lenders (subject to the receipt by any Lender of any information reasonably requested by it not later than the third Business Day after the posting date of such Borrower Joinder Agreement under the Patriot Act or other “know-your-customer” laws), unless prior thereto the Administrative Agent shall have received written notice from any Lender (a) that it is unlawful under Federal or applicable state or foreign law for such Lender to make Loans or otherwise extend credit to or do business with such Subsidiary as provided herein or (b) that extending credit under this Agreement to such Subsidiary, or to Persons in the jurisdiction in which such Subsidiary is located generally, would be likely to expose such Lender to materially adverse tax, regulatory or legal consequences, taking into account the provisions of Sections 2.15 and 2.17 (a “Notice of Objection”), in which case such Borrower Joinder Agreement shall not become effective until such time as such Lender withdraws such Notice of Objection or ceases to be a Lender hereunder pursuant to Section 2.19(b). Upon the other Loan Documents upon satisfaction effectiveness of each a Borrower Joinder Agreement as provided in the preceding sentence, the applicable Subsidiary shall for all purposes of this Agreement be a Subsidiary Borrower and a party to this Agreement until the following conditions. (a) The Borrower Company shall have executed and delivered to the Administrative Agent a written notice requesting that Borrower Termination Agreement with respect to such Domestic Subsidiary be designated as a new Subsidiary Borrower. The Administrative Agent agrees that promptly upon receipt of Subsidiary, whereupon such notice it will forward such notice to the Lenders requesting their approval of such Domestic Subsidiary as a Subsidiary Borrower. If the Required Agreement Lenders approve such designation (which approval shall occur no earlier than five (5) Business Days after the Lenders receive written notice of the request that such Domestic Subsidiary be designated as a new Subsidiary Borrower), the applicable Domestic Subsidiary shall cease to be deemed a “Borrower” under this Agreement and the other Loan Documents and all references herein (other than the references in Articles V, VI, VII, VIII, IX and X of this Agreement) to “Borrower” shall be deemed to include the Subsidiary Borrower. (b) The Administrative Agent shall have received a duly executed supplement to this Agreement and any other applicable Loan Documents joining such Domestic Subsidiary as a Subsidiary Borrower hereunder and a party to this Agreement. Notwithstanding the preceding sentence, no Borrower Termination Agreement will become effective as to any Subsidiary Borrower until all Loans made to and all amounts payable by such Subsidiary Borrower in respect of LC Disbursements, interest and/or fees (such supplement to be in form and substance reasonably satisfactory and, to the Administrative Agent). (c) Such Domestic Subsidiary shall deliver to the Administrative Agent such documents and certificates referred to in Section 5.2 as may be reasonably requested extent notified by the Administrative Agent (it being agreed by the Borrower that, if the designation of such Domestic Subsidiary as a Subsidiary Borrower obligates the Administrative Agent or any Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Borrower shall, promptly upon the request of the Administrative Agent or any Lender, supply such documentation and any other evidence as is reasonably requested by the Administrative Agent or amounts payable under any Lender in order for the Administrative Agent or such Lender to carry out, and be satisfied it has complied with the results of, all necessary “know your customer” or other similar checks under all Applicable Laws). (d) (i) If not previously granted to the Administrative Agent under the Security Documents, such Domestic Subsidiary shall pledge a security interest in all Collateral owned Loan Document by such Domestic Subsidiary by delivering Borrower) shall have been paid in full; provided, that such Borrower Termination Agreement shall be effective to terminate the Administrative Agent a duly executed supplement right of such Subsidiary Borrower to each applicable Security Document or such other documents as the Administrative Agent shall reasonably deem appropriate for such purposemake further Borrowings under this Agreement.

Additional Subsidiary Borrowers. The Borrower Company may at any time and from time to time designate any Domestic Subsidiary that is a wholly-owned Subsidiary of the Company (or, with the prior written consent of each Lender (which consent shall not be unreasonably withheld), that is a Subsidiary of which the Company owns, directly or indirectly, more than 80% of the voting Equity Interests) as a Subsidiary Borrower by delivery to the Administrative Agent of a Borrower Joinder Agreement executed by such Subsidiary and the Company; provided, that no Subsidiary may borrow hereunder until and unless such Borrower Joinder Agreement shall have become effective as set forth below. As soon as practicable upon receipt thereof, the Administrative Agent will post a copy of such Borrower Joinder Agreement to the Lenders. Each Borrower Joinder Agreement shall become effective on the date 10 Business Days after it has been posted by the Administrative Agent to the Lenders (subject to the receipt by any Lender of any information reasonably requested by it not later than the third Business Day after the posting date of such Borrower Joinder Agreement under the Patriot Act or other “know-your-customer” laws), unless prior thereto the Administrative Agent shall have received written notice (a “Notice of Objection”) from any Lender (a) that it is unlawful under Federal or applicable state or foreign law for such Lender to make Loans or otherwise extend credit to or do business with such Subsidiary as provided herein or (b) that extending credit under this Agreement to such Subsidiary, or to Persons in the jurisdiction in which such Subsidiary is located generally, would be likely to expose such Lender to materially adverse tax, regulatory or legal consequences, taking into account the provisions of Sections 2.15 and 2.17, in which case such Borrower Joinder Agreement shall not become effective until such time as such Lender withdraws such Notice of Objection or ceases to be a Lender hereunder pursuant to Section 2.19(b). Upon the other Loan Documents upon satisfaction effectiveness of each a Borrower Joinder Agreement as provided in the preceding sentence, the applicable Subsidiary shall for all purposes of this Agreement be a Subsidiary Borrower and a party to this Agreement until the following conditions. (a) The Borrower Company shall have executed and delivered to the Administrative Agent a written notice requesting that Borrower Termination Agreement with respect to such Domestic Subsidiary be designated as a new Subsidiary Borrower. The Administrative Agent agrees that promptly upon receipt of Subsidiary, whereupon such notice it will forward such notice to the Lenders requesting their approval of such Domestic Subsidiary as a Subsidiary Borrower. If the Required Agreement Lenders approve such designation (which approval shall occur no earlier than five (5) Business Days after the Lenders receive written notice of the request that such Domestic Subsidiary be designated as a new Subsidiary Borrower), the applicable Domestic Subsidiary shall cease to be deemed a “Borrower” under this Agreement and the other Loan Documents and all references herein (other than the references in Articles V, VI, VII, VIII, IX and X of this Agreement) to “Borrower” shall be deemed to include the Subsidiary Borrower. (b) The Administrative Agent shall have received a duly executed supplement to this Agreement and any other applicable Loan Documents joining such Domestic Subsidiary as a Subsidiary Borrower hereunder and a party to this Agreement. Notwithstanding the preceding sentence, no Borrower Termination Agreement will become effective as to any Subsidiary Borrower until all Loans made to and all amounts payable by such Subsidiary Borrower in respect of LC Disbursements, interest and/or fees (such supplement to be in form and substance reasonably satisfactory and, to the Administrative Agent). (c) Such Domestic Subsidiary shall deliver to the Administrative Agent such documents and certificates referred to in Section 5.2 as may be reasonably requested extent notified by the Administrative Agent (it being agreed by the Borrower that, if the designation of such Domestic Subsidiary as a Subsidiary Borrower obligates the Administrative Agent or any Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Borrower shall, promptly upon the request of the Administrative Agent or any Lender, supply such documentation and any other evidence as is reasonably requested by the Administrative Agent or amounts payable under any Lender in order for the Administrative Agent or such Lender to carry out, and be satisfied it has complied with the results of, all necessary “know your customer” or other similar checks under all Applicable Laws). (d) (i) If not previously granted to the Administrative Agent under the Security Documents, such Domestic Subsidiary shall pledge a security interest in all Collateral owned Loan Document by such Domestic Subsidiary by delivering Borrower) shall have been paid in full; provided, that such Borrower Termination Agreement shall be effective to terminate the Administrative Agent a duly executed supplement right of such Subsidiary Borrower to each applicable Security Document obtain further Loans or such other documents as the Administrative Agent shall reasonably deem appropriate for such purposeLetters of Credit under this Agreement.

Additional Subsidiary Borrowers. The Original Borrower may designate any Domestic Subsidiary as a Subsidiary Borrower under this Agreement and the other Loan Documents upon satisfaction of each of the following conditions. (a) The Borrower shall have delivered to the Administrative Agent a written notice requesting that such Domestic Subsidiary be designated as a new Subsidiary BorrowerBorrower and indicating such Domestic Subsidiary’s jurisdiction of incorporation, organization or formation. The Administrative Agent agrees that promptly upon receipt of such notice it will forward such notice to the Lenders requesting their approval of such Domestic Subsidiary as a Subsidiary Borrower. If the Required Agreement Lenders approve such designation (which approval shall occur no earlier than five (5) Business Days after the Lenders receive written notice of the request that such Domestic Subsidiary be designated as a new Subsidiary Borrower), the applicable Domestic Subsidiary shall be deemed a “Borrower” under this Agreement and the other Loan Documents and all references herein (other than the references in Articles V, VI, VII, VIII, IX and X of this Agreement) to “Borrower” shall be deemed to include the Subsidiary Borrower. (b) The Administrative Agent shall have received a duly executed supplement to this Agreement and any other applicable Loan Documents joining such Domestic Subsidiary as a Subsidiary Borrower hereunder (such supplement to be in form and substance reasonably satisfactory to the Administrative Agent). (c) Such Domestic Subsidiary shall deliver to the Administrative Agent such documents and certificates referred to in Section 5.2 as may be reasonably requested by the Administrative Agent (it being agreed by the Borrower that, if the designation of such Domestic Subsidiary as a Subsidiary Borrower obligates the Administrative Agent or any Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Borrower shall, promptly upon the request of the Administrative Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry out, and be satisfied it has complied with the results of, all necessary “know your customer” or other similar checks under all Applicable Laws). (d) (i) If not previously granted to the Administrative Agent under the Security Documents, such Domestic Subsidiary shall pledge a security interest in all Collateral owned by such Domestic Subsidiary by delivering to the Administrative Agent a duly executed supplement to each applicable Security Document or such other documents as the Administrative Agent shall reasonably deem appropriate for such purpose.