Common use of Borrowing Subsidiaries Clause in Contracts

Borrowing Subsidiaries. Within two Business Days after the receipt by the Administrative Agent of a Borrowing Subsidiary Agreement executed by a Subsidiary and the Company, the Administrative Agent shall deliver to each Lender a notice of such request to become a Borrowing Subsidiary under this Agreement. If the designation of such Borrowing Subsidiary obligates the Administrative Agent or a Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Administrative Agent or such Lender shall deliver to the Company, (a) within five Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Domestic Subsidiary or (b) within 10 Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Foreign Subsidiary, a request to that effect, and the Company shall, promptly upon receipt of such request, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or such Lender in order for the Administrative Agent or such Lender to carry out and comply with the requirements of the USA PATRIOT Act or any other applicable laws and regulations, and, unless the results of such inquiry conflict with the requirements of such laws and regulations, or if no such request by the Administrative Agent or any Lender is made within the time period set forth above, such Borrowing Subsidiary shall become a party hereto and a Borrower hereunder with the same effect as if it had been an original party to this Agreement. Notwithstanding the foregoing, no Subsidiary shall become a Borrower Subsidiary if it shall be unlawful for such Subsidiary to become a Borrower hereunder or for any Lender to make Loans or otherwise extend credit to such Subsidiary as provided herein or for any Issuing Bank to issue Letters of Credit for the account of such Subsidiary. Upon the execution by the Company and a Borrowing Subsidiary and delivery to the Administrative Agent of a Borrowing Subsidiary Termination with respect to such Borrowing Subsidiary, such Borrowing Subsidiary shall cease to be a Borrowing Subsidiary hereunder; provided that no Borrowing Subsidiary Termination will become effective as to any Borrowing Subsidiary (other than to terminate such Borrowing Subsidiary’s right to obtain further Loans or Letters of Credit under this Agreement) at a time when any principal of or interest on any Loan to such Borrowing Subsidiary or any Letter of Credit issued for the account of such Borrowing Subsidiary shall be outstanding hereunder. Promptly following receipt of any Borrowing Subsidiary Termination, the Administrative Agent shall send a copy thereof to each Lender.

Borrowing Subsidiaries. Within two The Company may designate any Wholly Owned Subsidiary of the Company as a Borrowing Subsidiary upon ten Business Days after notice to CBNA on behalf of the Lenders (such notice to include the name, primary business address and tax identification number of such proposed Borrowing Subsidiary and any other information reasonably requested by the Administrative Agents pursuant to the Patriot Act). Upon proper notice and the receipt by the Administrative Agent CBNA of a Borrowing Subsidiary Agreement executed by such a Wholly Owned Subsidiary and the Company, the Administrative Agent such Wholly Owned Subsidiary shall deliver to each Lender a notice of such request to become be a Borrowing Subsidiary under and a party to this Agreement. If A Subsidiary shall cease to be a Borrowing Subsidiary hereunder at such time as no Loans, fees or any other amounts due in connection therewith pursuant to the terms hereof shall be outstanding to such Subsidiary and such Subsidiary and the Company shall have executed and delivered to CBNA a Borrowing Subsidiary Termination; provided that, notwithstanding anything herein to the contrary, no Borrowing Subsidiary shall cease to be a Borrowing Subsidiary solely because it no longer is a Wholly Owned Subsidiary of the Company so long as such Borrowing Subsidiary and the Company shall not have executed and delivered to CBNA a Borrowing Subsidiary Termination and the Company’s guarantee of the Borrowing Subsidiary Obligations of such Borrowing Subsidiary pursuant to Section 8.16 has not been released. Following the giving of any notice pursuant to this Section 2.19, if the designation of such a Subsidiary as a Borrowing Subsidiary obligates the Administrative Agent Agents or a 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 Administrative Agent or such Lender shall deliver to the Company, (a) within five Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Domestic Subsidiary or (b) within 10 Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Foreign Subsidiary, a request to that effect, and the Company shall, promptly upon receipt the request of such requestan Administrative Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the such Administrative Agent or such Lender in order for the such Administrative Agent or such Lender to carry out and comply be satisfied it has complied with the requirements results of the USA PATRIOT Act all necessary “know your customer” or any other similar checks under all applicable laws and regulations, and, unless . If the results Company shall designate as a Borrowing Subsidiary hereunder any Subsidiary not organized under the laws of such inquiry conflict with the requirements of such laws and regulations, or if no such request by the Administrative Agent United States or any State thereof, any Lender is made within the time period set forth above, unable to lend to such Borrowing Subsidiary shall become a party hereto and a Borrower hereunder due to applicable law or regulation may, with the same effect as if it had been an original party to this Agreement. Notwithstanding the foregoing, no Subsidiary shall become a Borrower Subsidiary if it shall be unlawful for such Subsidiary to become a Borrower hereunder or for any Lender to make Loans or otherwise extend credit to such Subsidiary as provided herein or for any Issuing Bank to issue Letters of Credit for the account of such Subsidiary. Upon the execution by the Company and a Borrowing Subsidiary and delivery prior written notice to the Administrative Agent Agents and the Company, fulfill its Commitment by causing an Affiliate of a such Lender organized in the same jurisdiction as such Subsidiary or another foreign jurisdiction agreed to by such Lender and the Company, to act as the Lender in respect of such Borrowing Subsidiary Termination with respect Subsidiary, and such Lender shall, to the extent of Loans made to such Borrowing Subsidiary, be deemed for all purposes hereof to have satisfied its Commitment hereunder in respect of such Borrowing Subsidiary. As soon as practicable after receiving notice from the Company or the Administrative Agents of the Company’s intent to designate a Subsidiary as a Borrowing Subsidiary, and in any event no later than five Business Days after the delivery of such notice, for a Borrowing Subsidiary that is organized under the laws of a jurisdiction other than of the United States or a political subdivision thereof, any Lender that may not legally lend to, establish credit for the account of and/or do any business whatsoever with such Subsidiary directly or through an Affiliate of such Lender as provided in the immediately preceding paragraph (a “Protesting Lender”) shall so notify the Company and the Administrative Agents in writing. With respect to each Protesting Lender, the Company shall, effective on or before the date that such Borrowing Subsidiary shall cease have the right to borrow hereunder, either (A) notify the Administrative Agents and such Protesting Lender that the Commitment of such Protesting Lender shall be terminated and replaced with the Commitments of one or more other Lenders or assignees which agree to provide such replacement Commitments (in each case selected by the Company and approved by CBNA, such approval not to be a Borrowing Subsidiary hereunderunreasonably withheld); provided that no Borrowing Subsidiary Termination will become effective as such Protesting Lender shall have received payment of an amount equal to any the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee(s) (to the extent of such outstanding principal and accrued interest and fees) or the Company or the relevant Borrowing Subsidiary (in the case of all other than amounts), or (B) cancel its request to terminate designate such Subsidiary as a “Borrowing Subsidiary’s right to obtain further Loans or Letters of Credit under this Agreement) at a time when any principal of or interest on any Loan to such Borrowing Subsidiary or any Letter of Credit issued for the account of such Borrowing Subsidiary shall be outstanding ” hereunder. Promptly following receipt of any Borrowing Subsidiary Termination, the Administrative Agent shall send a copy thereof to each Lender.

Borrowing Subsidiaries. Within two Business Days On or after the receipt Effective Date, the Company may designate (a) any Domestic Subsidiary, Swiss Subsidiary or Canadian Subsidiary, or, with the prior written consent of each Global Tranche Lender, any other Subsidiary, as a Global Tranche Borrower, or (b) any Domestic Subsidiary as a US Tranche Borrower, in each case by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by a such Subsidiary and the Company, and upon such delivery such Subsidiary shall for all purposes of this Agreement be a Global Tranche Borrowing Subsidiary or a US Tranche Borrowing Subsidiary, as the case may be, and a party to this Agreement; provided, that the Company shall not designate any Swiss Subsidiary as a Global Tranche Borrower if the Swiss Twenty Non-Bank Rule would be violated upon the making of any Loan or other extension of credit hereunder to such Swiss Subsidiary. Any Borrowing Subsidiary shall continue to be a Global Tranche Borrowing Subsidiary or a US Tranche Borrowing Subsidiary, as the case may be, until the Company shall have executed and delivered to the Administrative Agent shall deliver to each Lender a notice of such request to become a Borrowing Subsidiary under this Agreement. If the designation of Termination with respect to such Borrowing Subsidiary, whereupon such Subsidiary obligates the Administrative Agent or a Lender shall cease to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Administrative Agent or such Lender shall deliver to the Company, (a) within five Business Days after the receipt of such be a Borrowing Subsidiary Agreement in respect of a Domestic Subsidiary or (b) within 10 Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Foreign Subsidiary, a request to that effect, and the Company shall, promptly upon receipt of such request, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or such Lender in order for the Administrative Agent or such Lender to carry out and comply with the requirements of the USA PATRIOT Act or any other applicable laws and regulations, and, unless the results of such inquiry conflict with the requirements of such laws and regulations, or if no such request by the Administrative Agent or any Lender is made within the time period set forth above, such Borrowing Subsidiary shall become a party hereto and a Borrower hereunder with the same effect as if it had been an original party to this Agreement. Notwithstanding the foregoingpreceding sentence, (a) no Borrowing Subsidiary Agreement shall become a Borrower effective as to any Subsidiary if it shall be unlawful for such Subsidiary to become a Borrower hereunder or for any Lender participating in a Tranche under which such Subsidiary may borrow to make Loans or otherwise extend credit to such Subsidiary as provided herein or for any Issuing Bank to issue Letters of Credit for the account of such Subsidiary. Upon the execution by the Company and a Borrowing Subsidiary and delivery to the Administrative Agent of a Borrowing Subsidiary Termination with respect to such Borrowing Subsidiary, such Borrowing Subsidiary shall cease to be a Borrowing Subsidiary hereunder; provided that (b) no Borrowing Subsidiary Termination will become effective as to any Borrowing Subsidiary (other than to terminate such Borrowing Subsidiary’s right to obtain further until all Loans or Letters of Credit under this Agreement) at a time when any principal of or interest on any Loan made to such Borrowing Subsidiary or any Letter shall have been repaid, all Letters of Credit issued for the account of such Borrowing Subsidiary have been drawn in full or have expired and all amounts payable by such Borrowing Subsidiary in respect of LC Disbursements, interest and/or fees (and, to the extent notified by the Administrative Agent or any Lender, any other amounts payable under this Agreement by such Borrowing Subsidiary other than solely pursuant to any guarantee by such Borrowing Subsidiary) shall have been paid in full; provided that such Borrowing Subsidiary Termination shall be outstanding hereundereffective to terminate such Borrowing Subsidiary’s right to request or receive further Borrowings or other extensions of credit under this Agreement. Promptly following As soon as practicable upon receipt of any a Borrowing Subsidiary TerminationAgreement, the Administrative Agent shall send a copy thereof to each Global Tranche Lender or US Tranche Lender, as the case may be.

Borrowing Subsidiaries. Within two Business Days On or after the receipt Effective Date, the Borrower Agent may designate any subsidiary of the Borrower Agent as a Borrowing Subsidiary by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by a such Subsidiary and the CompanyBorrower Agent, the Administrative Agent and upon such delivery such Subsidiary shall deliver for all purposes of this Agreement be a party to each Lender a notice of such request to become and a Borrowing Subsidiary under this Agreement. If the designation of such Borrowing Subsidiary obligates the Administrative Agent or a Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Administrative Agent or such Lender shall deliver to the Company, (a) within five Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Domestic Subsidiary or (b) within 10 Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Foreign Subsidiary, a request to that effect, and the Company shall, promptly upon receipt of such request, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or such Lender in order for the Administrative Agent or such Lender to carry out and comply with the requirements of the USA PATRIOT Act or any other applicable laws and regulations, and, unless the results of such inquiry conflict with the requirements of such laws and regulations, or if no such request by the Administrative Agent or any Lender is made within the time period set forth above, such Borrowing Subsidiary shall become a party hereto and a Borrower hereunder with the same effect as if it had been an original party to this Agreement. Notwithstanding the foregoing, no Subsidiary shall become a Borrower Subsidiary if it shall be unlawful for such Subsidiary to become a Borrower hereunder or for any Lender to make Loans or otherwise extend credit to such Subsidiary as provided herein or for any Issuing Bank to issue Letters of Credit for the account of such Subsidiary. Upon the execution by the Company and a Borrowing Subsidiary Borrower Agent and delivery to the Administrative Agent of a Borrowing Subsidiary Termination with respect to such any Borrowing Subsidiary, such Borrowing Subsidiary shall cease to be a Borrowing Subsidiary hereunderSubsidiary; provided that no Borrowing Subsidiary Termination will become effective as to any Borrowing Subsidiary (other than to terminate such Borrowing Subsidiary’s its right to make further Borrowings or to obtain further Loans or Letters of Credit under this Agreement) at a time when any principal of or interest on any Loan to such Borrowing Subsidiary or any Letter of Credit issued for the account of such Borrowing Subsidiary shall be outstanding hereunder, unless the obligations of such Borrowing Subsidiary in respect of such Loan or Letter of Credit shall have been assumed by another Borrower. In the event that any Borrowing Subsidiary shall cease to be a Subsidiary, the Borrower Agent will promptly execute and deliver to the Administrative Agent a Borrowing Subsidiary Termination terminating its status as a Borrowing Subsidiary subject to the proviso in the immediately preceding sentence. Promptly following receipt of any Borrowing Subsidiary Agreement or Borrowing Subsidiary Termination, the Administrative Agent shall send a copy thereof to each Lender.

Borrowing Subsidiaries. Within two Business Days after the receipt The Company may at any time and from time to time designate any Subsidiary as a Borrowing Subsidiary by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by a such Subsidiary and the Company; provided, the Administrative Agent shall deliver to each Lender a notice of such request to become that no Subsidiary may be designated as a Borrowing Subsidiary under this Agreement. If the designation of such Borrowing Subsidiary obligates the Administrative Agent or a Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Administrative Agent or such Lender shall deliver to the Company, (a) within five Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Domestic Subsidiary or (b) within 10 Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Foreign Subsidiary, a request to that effect, and the Company shall, promptly upon receipt of such request, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or such Lender in order for the Administrative Agent or such Lender to carry out and comply with the requirements of the USA PATRIOT Act or any other applicable laws and regulations, and, unless the results of such inquiry conflict with the requirements of such laws and regulations, or if no such request by the Administrative Agent or any Lender is made within the time period set forth above, such Borrowing Subsidiary shall become a party hereto and a Borrower borrow hereunder with the same effect as if it had been an original party to this Agreement. Notwithstanding the foregoing, no Subsidiary shall become a Borrower Subsidiary if it shall be unlawful for such Subsidiary so to become a Borrower hereunder 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 Borrowing Subsidiary Agreement to the Revolving Lenders. Each Borrowing Subsidiary Agreement shall become effective on the date five Business Days after it has been posted by the Administrative Agent to the Revolving Lenders (subject to the receipt by any Revolving Lender of any information reasonably requested by it not later than the third Business Day after the posting date of such Borrowing Subsidiary Agreement under the Patriot Act or other “know-your-customer” laws), unless prior thereto the Administrative Agent shall have received written notice from any Revolving Lender (a) that it is unlawful under Federal or applicable state or foreign law for such Revolving Lender to make Loans or otherwise extend credit to or do business with such Subsidiary as provided herein or for any Issuing Bank (b) that such Revolving Lender is restricted by operational or administrative procedures or other applicable internal policies from extending credit under this Agreement to issue Letters Persons in the jurisdiction in which such Subsidiary is located (a “Notice of Credit for the account Objection”), in which case such Borrowing Subsidiary Agreement shall not become effective until such time as such Lender withdraws such Notice of such SubsidiaryObjection or ceases to be a Lender hereunder pursuant to Section 2.18(b). Upon the execution by effectiveness of a Borrowing Subsidiary Agreement as provided in the Company and preceding sentence, the applicable Subsidiary shall for all purposes of this Agreement be a Borrowing Subsidiary and delivery a party to this Agreement until the Company shall have executed and delivered to the Administrative Agent of a Borrowing Subsidiary Termination with respect to such Borrowing Subsidiary, whereupon such Borrowing Subsidiary shall cease to be a Borrowing Subsidiary hereunder; provided that and a party to this Agreement. Notwithstanding the preceding sentence, no Borrowing Subsidiary Termination will become effective as to any Borrowing Subsidiary (other than to terminate such Borrowing Subsidiary’s right to obtain further Loans or Letters of Credit under this Agreement) at a time when any principal of or interest on any Loan to such Borrowing Subsidiary or any Letter of Credit issued for shall be outstanding hereunder, provided that such Borrowing Subsidiary Termination shall be effective to terminate the account right of such Borrowing Subsidiary shall be outstanding hereunder. Promptly following receipt of any Borrowing Subsidiary Termination, the Administrative Agent shall send a copy thereof to each Lendermake further Borrowings under this Agreement.

Borrowing Subsidiaries. Within two Business Days after The obligation of each Lender to make a Loan on the occasion of the first Borrowing by a Borrowing Subsidiary is subject to receipt by the Administrative Agent of a Borrowing Subsidiary Agreement executed by a Subsidiary and the Company, the Administrative Agent shall deliver Borrower Election with respect to each Lender a notice of such request to become a Borrowing Subsidiary under this Agreement. If the designation of such Borrowing Subsidiary obligates the Administrative Agent or a Lender to comply in accordance with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Administrative Agent or such Lender shall deliver Section 2.20 and to the Company, satisfaction of the following further conditions: (a) within five Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Domestic Subsidiary or (b) within 10 Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Foreign Subsidiary, a request to that effect, and the Company shall, promptly upon receipt of such request, supply such documentation and other evidence as is reasonably If requested by the Administrative Agent or the Required Lenders, the Administrative Agent shall have received one or more favorable written opinions of counsel for such Lender in order for Borrowing Subsidiary reasonably acceptable to the Administrative Agent, with respect to (i) the organization and existence of such Borrowing Subsidiary, (ii) the due authorization, execution and delivery of the Subsidiary Borrower Election, (iii) the legality, validity and binding effect on such Borrowing Subsidiary of the Subsidiary Borrower Election and this Agreement as modified thereby and (iv) such other matters relating to such Borrowing Subsidiary as the Administrative Agent shall reasonably request. (b) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or such Lender its counsel may reasonably request relating to carry out the organization, existence and comply with the requirements good standing of the USA PATRIOT Act or any other applicable laws and regulations, and, unless the results of such inquiry conflict with the requirements of such laws and regulations, or if no such request by the Administrative Agent or any Lender is made within the time period set forth above, such Borrowing Subsidiary shall become and its authorization to be a party hereto Borrower, all in form and a Borrower hereunder with the same effect as if it had been an original party to this Agreement. Notwithstanding the foregoing, no Subsidiary shall become a Borrower Subsidiary if it shall be unlawful for such Subsidiary to become a Borrower hereunder or for any Lender to make Loans or otherwise extend credit to such Subsidiary as provided herein or for any Issuing Bank to issue Letters of Credit for the account of such Subsidiary. Upon the execution by the Company and a Borrowing Subsidiary and delivery substance reasonably satisfactory to the Administrative Agent of a Borrowing Subsidiary Termination and its counsel. (c) The Lenders shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, with respect to such Borrowing Subsidiary, such Borrowing Subsidiary . The Administrative Agent shall cease promptly provide to be a Borrowing Subsidiary hereunder; provided that no Borrowing Subsidiary Termination will become effective as each Lender any documentation with respect to any Borrowing Subsidiary (other than that was delivered to terminate such Borrowing Subsidiary’s right to obtain further Loans or Letters of Credit under this Agreement) at a time when any principal of or interest on any Loan to such Borrowing Subsidiary or any Letter of Credit issued for the account of such Borrowing Subsidiary shall be outstanding hereunder. Promptly following receipt of any Borrowing Subsidiary Termination, the Administrative Agent shall send a copy thereof pursuant to each Lenderthis Section.

Borrowing Subsidiaries. Within two Business Days after (a) The Company may at any time and from time to time request the receipt designation of any wholly owned Subsidiary as a Borrowing Subsidiary by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed written request therefor. The effectiveness of any such designation shall be subject to (i) the prior written consent thereto by a Subsidiary and the Company, the Administrative Agent and, other than in the case of such designation of an Approved Netherlands Borrower or any Domestic Borrowing Subsidiary, by each Revolving Lender (in each case, not to be unreasonably withheld, conditioned or delayed), it being understood that a Revolving Lender shall deliver be deemed to have acted reasonably in withholding its consent if (A) it is unlawful (or such Revolving Lender cannot or has not been able to determine that it is lawful) for such Revolving Lender to make Revolving Loans and other extensions of credit under this Agreement to such Subsidiary, (B) the making of Revolving Loans or other extensions of credit under this Agreement to such Subsidiary might subject such Revolving Lender to adverse tax consequences for which it is not reimbursed hereunder, (C) such Revolving Lender would be required to, or has determined that it would be prudent to, register or file in the jurisdiction of formation, organization or location of such Subsidiary in order to make Revolving Loans or other extensions of credit under this Agreement to such Subsidiary, and such Revolving Lender does not wish to do so or (D) such Revolving Lender is restricted by operational or administrative procedures or other applicable internal policies from making Revolving Loans or other extensions of credit under this Agreement to Persons formed, organized or located in the jurisdiction in which such Subsidiary is formed, organized or located, (ii) (A) each Lender a notice of having received all documentation and other information with respect to such request to become a Borrowing Subsidiary required by bank regulatory authorities under this Agreement. If the designation of such Borrowing Subsidiary obligates the Administrative Agent or a Lender to comply with applicable “know your customer” or similar identification procedures and anti-money laundering rules and regulations, including the USA PATRIOT Act, that shall have been requested by such Lender prior to a deadline notified by the Administrative Agent to the Lenders (which deadline shall be set by the Administrative Agent in circumstances where its reasonable discretion and in consultation with the necessary information is not already available Company) and (B) to itthe extent such Subsidiary qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Administrative Agent or having received a Beneficial Ownership Certification in relation to such Lender shall deliver Subsidiary prior to the Company, (a) within five Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Domestic Subsidiary or (b) within 10 Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Foreign Subsidiary, a request to that effect, and the Company shall, promptly upon receipt of such request, supply such documentation and other evidence as is reasonably requested deadline notified by the Administrative Agent or such Lender in order for the Administrative Agent or such Lender to carry out and comply with the requirements of the USA PATRIOT Act or any other applicable laws and regulations, and, unless the results of such inquiry conflict with the requirements of such laws and regulations, or if no such request (which deadline shall be set by the Administrative Agent or any Lender is made within in its reasonable discretion and in consultation with the time period Company) and (iii) satisfaction of the conditions set forth abovein Section 4.04. Upon the execution and delivery of a Borrowing Subsidiary Accession Agreement by the Company and such Subsidiary, and the acceptance thereof by the Administrative Agent, such Subsidiary shall for all purposes of this Agreement be a Borrowing Subsidiary shall become a party hereto and a Borrower hereunder with the same effect as if it had been an original party to this Agreement. Notwithstanding the foregoing, no Subsidiary shall become a Borrower Subsidiary if it shall be unlawful for such Subsidiary to become a Borrower hereunder or for any Lender to make Loans or otherwise extend credit to such Subsidiary as provided herein or for any Issuing Bank to issue Letters of Credit for the account of such Subsidiary. . (b) Upon the execution by the Company and a Borrowing Subsidiary and delivery to the Administrative Agent of a Borrowing Subsidiary Termination with respect to such any Borrowing Subsidiary, such Borrowing Subsidiary shall cease to be a Borrowing Subsidiary hereunderand a party to this Agreement; provided that no Borrowing Subsidiary Termination will become effective as to any Borrowing Subsidiary (other than to terminate such Borrowing Subsidiary’s right to obtain make further Revolving Borrowings or Swingline Loans or obtain Letters of Credit under this Agreement) at a time when any principal of or interest on any Revolving Loan or Swingline Loan to such Borrowing Subsidiary Subsidiary, or any Letter of Credit issued for the account of such Borrowing Subsidiary Subsidiary, shall be outstanding hereunderhereunder or any fees or other amounts remain unpaid with respect thereto. Promptly following As soon as practicable upon receipt of any a Borrowing Subsidiary Termination, the Administrative Agent shall send make a copy thereof available to each Revolving Lender. (c) Each Borrowing Subsidiary hereby irrevocably appoints the Company as its agent for all purposes of this Agreement and the other Loan Documents, including (i) the giving and receipt of notices (including any Borrowing Request and any Interest Election Request) and (ii) the execution and delivery of all documents, instruments and certificates contemplated herein. Each Borrowing Subsidiary hereby acknowledges that any amendment or other modification to this Agreement or any other Loan Document may be effected as set forth in Section 10.02, that no consent of such Borrowing Subsidiary shall be required to effect any such amendment or other modification and that such Borrowing Subsidiary shall be bound by this Agreement or any other Loan Document (if it is theretofore a party thereto) as so amended or modified. (d) Notwithstanding anything in this Agreement or any of the Loan Documents to the contrary, it is agreed, and the Loan Documents shall in all circumstances be interpreted to provide, that each Foreign Borrowing Subsidiary is liable only for Loans made to such Foreign Borrowing Subsidiary, interest on such Loans, such Foreign Borrowing Subsidiary’s reimbursement obligations with respect to any Letter of Credit issued for its account and for the account of its subsidiaries and interest thereon and its other Obligations, including, without limitation, general fees, reimbursements, indemnities and charges for which it is severally liable hereunder or under any other Loan Document. Nothing in this Agreement or in any other Loan Document (including, but not limited to, provisions which purport to impose joint and several liability on a Foreign Borrowing Subsidiary and the other Loan Parties) shall be deemed or operate to cause any Foreign Borrowing Subsidiary to Guarantee or assume liability with respect to any Loan made to the Company or any other Loan Party, any Letters of Credit issued for the account of the Company or any other Subsidiary (other than a subsidiary of such Foreign Borrowing Subsidiary) or other Obligation for which any other Loan Party is the primary obligor. Nothing in this paragraph is intended to limit, nor shall it be deemed to limit, any liability of the Company or any other Loan Party (other than a Foreign Borrowing Subsidiary) for any of the Obligations, whether in its primary capacity as a Borrower, as a guarantor, at law or otherwise.

Borrowing Subsidiaries. Within two Business Days On or after the receipt Effective Date, the Company may designate any Wholly Owned Subsidiary of the Company organized in the United States of America, the United Kingdom, a member state of the European Union or Canada as a US Borrowing Subsidiary, a UK Borrowing Subsidiary, a Euro Borrowing Subsidiary or a Canadian Borrowing Subsidiary, as applicable, by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by a such Subsidiary and the Company. As soon as practicable upon receipt thereof, the Administrative Agent shall deliver to each Lender will make a notice of such request to become a Borrowing Subsidiary under this Agreement. If the designation copy of such Borrowing Subsidiary obligates the Administrative Agent or a Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already Agreement available to it, the Administrative Agent or such Lender Lenders. Each Borrowing Subsidiary Agreement shall deliver to become effective on the Company, (a) within date five Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Domestic Subsidiary or (b) within 10 Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Foreign Subsidiary, a request to that effect, and the Company shall, promptly upon receipt of such request, supply such documentation and other evidence as is reasonably requested it has been so made available by the Administrative Agent (subject to the receipt by any Lender of any information reasonably requested by it under the PATRIOT Act or other “know-your-customer” laws not later than the second Business Day after the delivery of such Lender in order for Borrowing Subsidiary Agreement), unless prior thereto the Administrative Agent shall have received written notice from any Lender stating that it would be unlawful under Federal or such Lender to carry out and comply with the requirements of the USA PATRIOT Act applicable state or any other applicable laws and regulations, and, unless the results of such inquiry conflict with the requirements of such laws and regulationsforeign law, or if no contrary to such request by the Administrative Agent or any Lender is made within the time period set forth aboveLender’s internal policies of general applicability, such Borrowing Subsidiary shall become a party hereto and a Borrower hereunder with the same effect as if it had been an original party to this Agreement. Notwithstanding the foregoing, no Subsidiary shall become a Borrower Subsidiary if it shall be unlawful for such Subsidiary to become a Borrower hereunder or for any Lender to make Loans or otherwise extend credit to or do business with such Subsidiary as provided herein herein, in which case such Borrowing Subsidiary Agreement shall not become effective until such time as such Lender withdraws such notice or ceases to be a Lender hereunder pursuant to Section 2.19(b). Upon the effectiveness of any Borrowing Subsidiary Agreement, the applicable Subsidiary shall for any Issuing Bank all purposes of this Agreement be a Borrowing Subsidiary and a party to issue Letters of Credit for the account of such Subsidiarythis Agreement. Upon the execution by the Company and a Borrowing Subsidiary and delivery to the Administrative Agent of a Borrowing Subsidiary Termination with respect to such any Borrowing Subsidiary, such Borrowing Subsidiary shall cease to be a Borrowing Subsidiary hereunder; and a party to this Agreement. Notwithstanding the foregoing, (a) no Borrowing Subsidiary shall be permitted to borrow or obtain Letters of Credit hereunder at a time when it shall be unlawful for any Lender participating in a Tranche under which such Subsidiary may borrow to make Loans or otherwise extend credit to such Subsidiary as provided that herein and (b) no Borrowing Subsidiary Termination will become effective as to any Borrowing Subsidiary (other than to terminate such Borrowing Subsidiary’s right to make further Borrowings or obtain further Loans or additional Letters of Credit under this Agreement) at a time when any principal of or interest on any Loan to such Borrowing Subsidiary or any Letter of Credit issued for the account of such Borrowing Subsidiary shall be outstanding hereunder. Promptly following receipt of any Borrowing Subsidiary Termination, the Administrative Agent shall send a copy thereof to each Lender.

Borrowing Subsidiaries. Within two Business Days after (a) The Company may at any time and from time to time request the receipt designation of any wholly-owned Subsidiary as a Borrowing Subsidiary by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed written request therefor. The effectiveness of any such designation shall be subject to (i) other than in the case of such designation of Trimble Europe B.V., prior written consent thereto by a Subsidiary and the Company, the Administrative Agent and each Revolving Lender (in each case, not to be unreasonably withheld or delayed), it being understood that a Revolving Lender shall deliver be deemed to have acted reasonably in withholding its consent if (A) it is unlawful (or such Revolving Lender cannot or has not been able to determine that it is lawful) for such Revolving Lender to make Revolving Loans and other extensions of credit under this Agreement to such Subsidiary, (B) the making of Revolving Loans or other extensions of credit under this Agreement to such Subsidiary might subject such Revolving Lender to adverse tax consequences for which it is not reimbursed hereunder, (C) such Revolving Lender would be required to, or has determined that it would be prudent to, register or file in the jurisdiction of formation, organization or location of such Subsidiary in order to make Revolving Loans or other extensions of credit under this Agreement to such Subsidiary, and such Revolving Lender does not wish to do so or (D) such Revolving Lender is restricted by operational or administrative procedures or other applicable internal policies from making Revolving Loans or other extensions of credit under this Agreement to Persons formed, organized or located in the jurisdiction in which such Subsidiary is formed, organized or located, and (ii) (A) each Lender a notice of having received all documentation and other information with respect to such request to become a Borrowing Subsidiary required by bank regulatory authorities under this Agreement. If the designation of such Borrowing Subsidiary obligates the Administrative Agent or a Lender to comply with applicable “know your customer” or similar identification procedures and anti-money laundering rules and regulations, including the USA PATRIOT Act, that shall have been requested by such Lender prior to a deadline notified by the Administrative Agent to the Lenders (which deadline shall be set by the Administrative Agent in circumstances where its reasonable discretion and in consultation with the necessary information is not already available Company) and (B) to itthe extent such Subsidiary qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Administrative Agent or having received a Beneficial Ownership Certification in relation to such Lender shall deliver Subsidiary prior to the Company, (a) within five Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Domestic Subsidiary or (b) within 10 Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Foreign Subsidiary, a request to that effect, and the Company shall, promptly upon receipt of such request, supply such documentation and other evidence as is reasonably requested deadline notified by the Administrative Agent or such Lender in order for the Administrative Agent or such Lender to carry out and comply with the requirements of the USA PATRIOT Act or any other applicable laws and regulations, and, unless the results of such inquiry conflict with the requirements of such laws and regulations, or if no such request (which deadline shall be set by the Administrative Agent or any Lender is made within in its reasonable discretion and in consultation with the time period set forth aboveCompany). Upon the execution and delivery of a Borrowing Subsidiary Accession Agreement by the Company and such Subsidiary, and the acceptance thereof by the Administrative Agent, such Subsidiary shall for all purposes of this Agreement be a Borrowing Subsidiary shall become a party hereto and a Borrower hereunder with the same effect as if it had been an original party to this Agreement. Notwithstanding the foregoing, no Subsidiary shall become a Borrower Subsidiary if it shall be unlawful for such Subsidiary to become a Borrower hereunder or for any Lender to make Loans or otherwise extend credit to such Subsidiary as provided herein or for any Issuing Bank to issue Letters of Credit for the account of such Subsidiary. . (b) Upon the execution by the Company and a Borrowing Subsidiary and delivery to the Administrative Agent of a Borrowing Subsidiary Termination with respect to such any Borrowing Subsidiary, such Borrowing Subsidiary shall cease to be a Borrowing Subsidiary hereunderand a party to this Agreement; provided that no Borrowing Subsidiary Termination will become effective as to any Borrowing Subsidiary (other than to terminate such Borrowing Subsidiary’s right to make further Revolving Borrowings or obtain further Loans or Letters of Credit under this Agreement) at a time when any principal of or interest on any Revolving Loan to such Borrowing Subsidiary Subsidiary, or any Letter of Credit issued for the account of such Borrowing Subsidiary Subsidiary, shall be outstanding hereunderhereunder or any fees or other amounts remain unpaid with respect thereto. Promptly following As soon as practicable upon receipt of any a Borrowing Subsidiary Termination, the Administrative Agent shall send make a copy thereof available to each Revolving Lender. (c) Each Borrowing Subsidiary hereby irrevocably appoints the Company as its agent for all purposes of this Agreement and the other Loan Documents, including (i) the giving and receipt of notices (including any Borrowing Request and any Interest Election Request) and (ii) the execution and delivery of all documents, instruments and certificates contemplated herein. Each Borrowing Subsidiary hereby acknowledges that any amendment or other modification to this Agreement or any other Loan Document may be effected as set forth in Section 10.02, that no consent of such Borrowing Subsidiary shall be required to effect any such amendment or other modification and that such Borrowing Subsidiary shall be bound by this Agreement or any other Loan Document (if it is theretofore a party thereto) as so amended or modified.

Borrowing Subsidiaries. Within two Business Days after After the receipt Closing Date, the Company may designate, subject to the provisions of this paragraph, any wholly-owned Subsidiary as a Borrowing Subsidiary (provided that any Domestic Subsidiary so designated shall be a Designated Subsidiary) by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by a such Subsidiary and the Company. Promptly following receipt of any Borrowing Subsidiary Agreement, the Administrative Agent shall deliver make available to each Lender a notice of such request to become a Borrowing Subsidiary under this Agreementcopy thereof. If the designation of such Borrowing Subsidiary obligates Unless any Revolving Lender shall notify the Administrative Agent or a Lender to comply with “know your customer” or similar identification procedures in circumstances where and the necessary information is not already available to it, the Administrative Agent or such Lender shall deliver to the Company, (a) Company within five 10 Business Days after of the receipt of such a Borrowing Subsidiary Agreement in respect of a Domestic notice (a) that it is unlawful for such Revolving Lender to extend credit to such Subsidiary or (b) within 10 Business Days after that such Revolving Lender is prohibited by operational or administrative procedures from extending credit under this Agreement to Persons in the receipt jurisdiction in which such Subsidiary is located, such Subsidiary shall for all purposes of such this Agreement, upon satisfaction of the conditions set forth in Section 4.04, become a Borrowing Subsidiary Agreement in respect of a Foreign Subsidiary, a request to that effect, and the Company shall, promptly upon receipt of such request, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or such Lender in order for the Administrative Agent or such Lender to carry out and comply with the requirements of the USA PATRIOT Act or any other applicable laws and regulations, and, unless the results of such inquiry conflict with the requirements of such laws and regulations, or if no such request by the Administrative Agent or any Lender is made within the time period set forth above, such Borrowing Subsidiary shall become a party hereto and a Borrower hereunder with the same effect as if it had been an original party to this Agreement. Notwithstanding If any Lender shall notify the foregoingAdministrative Agent and the Company pursuant to the immediately preceding sentence that it is unable to extend credit under this Agreement to Persons in a particular jurisdiction, no Subsidiary and if an amendment to this Agreement would enable it so to extend credit without violating applicable law and in compliance with its applicable procedures, then such Lender shall so advise the Company and the Administrative Agent and endeavor in good faith to agree with the Company and the Administrative Agent on an amendment to this Agreement that would permit it so to extend credit, and upon the effectiveness of such amendment, will withdraw the notice delivered by it pursuant to the second preceding sentence. The parties hereto agree that any amendment referred to in the immediately preceding sentence, if it does not adversely affect the rights or interests of the Lenders, shall become a Borrower Subsidiary effective if it shall be unlawful for is agreed to in writing by such Subsidiary to become a Borrower hereunder or for any Lender to make Loans or otherwise extend credit to such Subsidiary as provided herein or for any Issuing Bank to issue Letters of Credit for Lender, the account of such SubsidiaryAdministrative Agent and the Company. Upon the execution by the Company and a Borrowing Subsidiary and delivery to the Administrative Agent of a Borrowing Subsidiary Termination with respect to such any Borrowing Subsidiary, such Borrowing Subsidiary shall cease to be a Borrowing Subsidiary hereunderhereunder and a party to this Agreement; provided that no Borrowing Subsidiary Termination will become effective as to any Borrowing Subsidiary (other than to terminate such Borrowing Subsidiary’s 's right to obtain make further Loans or Letters of Credit Borrowings under this Agreement) at a time when any principal of or interest on any Loan to such Borrowing Subsidiary or any Letter of Credit issued for the account of such Borrowing Subsidiary shall be outstanding hereunder. Promptly following receipt of any Borrowing Subsidiary Termination, the Administrative Agent shall send make available to each Revolving Lender a copy thereof to each Lenderthereof.

Borrowing Subsidiaries. Within two The Company may designate any Wholly Owned Subsidiary of the Company as a Borrowing Subsidiary upon ten Business Days after notice to CBNA on behalf of the Lenders (such notice to include the name, primary business address and tax identification number of such proposed Borrowing Subsidiary and any other information reasonably requested by the Administrative Agents pursuant to the Patriot Act or under the Beneficial Ownership Regulation). Upon proper notice and the receipt by the Administrative Agent CBNA of a Borrowing Subsidiary Agreement executed by such a Wholly Owned Subsidiary and the Company, the Administrative Agent such Wholly Owned Subsidiary shall deliver to each Lender a notice of such request to become be a Borrowing Subsidiary under and a party to this Agreement. If A Subsidiary shall cease to be a Borrowing Subsidiary hereunder at such time as no Loans, fees or any other amounts due in connection therewith pursuant to the terms hereof shall be outstanding to such Subsidiary and such Subsidiary and the Company shall have executed and delivered to CBNA a Borrowing Subsidiary Termination; provided that, notwithstanding anything herein to the contrary, no Borrowing Subsidiary shall cease to be a Borrowing Subsidiary solely because it no longer is a Wholly Owned Subsidiary of the Company so long as such Borrowing Subsidiary and the Company shall not have executed and delivered to CBNA a Borrowing Subsidiary Termination and the Company’s guarantee of the Borrowing Subsidiary Obligations of such Borrowing Subsidiary pursuant to Section 8.16 has not been released. For the avoidance of doubt and notwithstanding the foregoing, the delivery of a Borrowing Subsidiary Termination with respect to any Borrowing Subsidiary shall not terminate (i) any obligation of such Borrower that remains unpaid at the time of such delivery (including without limitation any obligation arising thereafter in respect of such Borrowing Subsidiary under SECTION 2.15 or 2.16) or (ii) the obligations of the Company under SECTION 8.16 with respect to any such unpaid obligations. Following the giving of any notice pursuant to this Section 2.19, if the designation of such a Subsidiary as a Borrowing Subsidiary obligates the Administrative Agent Agents or a 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 Administrative Agent or such Lender shall deliver to the Company, (a) within five Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Domestic Subsidiary or (b) within 10 Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Foreign Subsidiary, a request to that effect, and the Company shall, promptly upon receipt the request of such requestan Administrative Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the such Administrative Agent or such Lender in order for the such Administrative Agent or such Lender to carry out and comply be satisfied it has complied with the requirements results of the USA PATRIOT Act all necessary “know your customer” or any other similar checks under all applicable laws and regulations, and, unless regulations (including in the results case of such inquiry conflict with the requirements of such laws and regulations, or if no such request by the Administrative Agent or any Lender is made within the time period set forth above, such Borrowing Subsidiary shall become that qualifies as a party hereto and a Borrower hereunder with “legal entity customer” under the same effect as if it had been an original party to this Agreement. Notwithstanding Beneficial Ownership Regulation the foregoing, no Subsidiary shall become a Borrower Subsidiary if it shall be unlawful for such Subsidiary to become a Borrower hereunder or for any Lender to make Loans or otherwise extend credit to such Subsidiary as provided herein or for any Issuing Bank to issue Letters of Credit for the account of such Subsidiary. Upon the execution by the Company and a Borrowing Subsidiary and delivery to the Administrative Agent of a Borrowing Subsidiary Termination Beneficial Ownership Certificate with respect to such Borrowing Subsidiary). If the Company shall designate as a Borrowing Subsidiary hereunder any Subsidiary not organized under the laws of the United States or any State thereof, any Lender unable to lend to such Borrowing Subsidiary due to applicable law or, regulation or such Lender’s internal policies may, with prior written notice to the Administrative Agents and the Company, fulfill its Commitment by causing an Affiliate of such Lender organized in the same jurisdiction as such Subsidiary or another foreign jurisdiction agreed to by such Lender and the Company, to act as the Lender in respect of such Borrowing Subsidiary, and such Lender shall, to the extent of Loans made to such Borrowing Subsidiary, be deemed for all purposes hereof to have satisfied its Commitment hereunder in respect of such Borrowing Subsidiary. As soon as practicable after receiving notice from the Company or the Administrative Agents of the Company’s intent to designate a Subsidiary as a Borrowing Subsidiary, and in any event no later than five Business Days after the delivery of such notice, for a Borrowing Subsidiary that is organized under the laws of a jurisdiction other than of the United States or a political subdivision thereof, any Lender that may not legally lend to, establish credit for the account of and/or do any business whatsoever with such Subsidiary directly or through an Affiliate of such Lender as provided in the immediately preceding paragraph (a “Protesting Lender”) shall so notify the Company and the Administrative Agents in writing. With respect to each Protesting Lender, the Company shall, effective on or before the date that such Borrowing Subsidiary shall cease have the right to borrow hereunder, either (A) notify the Administrative Agents and such Protesting Lender that the Commitment of such Protesting Lender shall be terminated and replaced with the Commitments of one or more other Lenders or assignees which agree to provide such replacement Commitments (in each case selected by the Company and approved by CBNA, such approval not to be a Borrowing Subsidiary hereunderunreasonably withheld); provided that no Borrowing Subsidiary Termination will become effective as such Protesting Lender shall have received payment of an amount equal to any the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee(s) (to the extent of such outstanding principal and accrued interest and fees) or the Company or the relevant Borrowing Subsidiary (in the case of all other than amounts), or (B) cancel its request to terminate designate such Subsidiary as a “Borrowing Subsidiary’s right to obtain further Loans or Letters of Credit under this Agreement) at a time when any principal of or interest on any Loan to such Borrowing Subsidiary or any Letter of Credit issued for the account of such Borrowing Subsidiary shall be outstanding ” hereunder. Promptly following receipt of any Borrowing Subsidiary Termination, the Administrative Agent shall send a copy thereof to each Lender.

Borrowing Subsidiaries. Within two Business Days after The Company may designate any Wholly Owned Subsidiary of the Company as a Borrowing Subsidiary under any of the Commitments; provided that the Administrative Agent shall be reasonably satisfied that the applicable Lenders may make loans and other extensions of credit to such Person in the applicable Currency or Currencies in such Person’s jurisdiction in compliance with applicable laws and regulations and without being subject to any unreimbursed or unindemnified Tax or other expense. Upon the receipt by the General Administrative Agent of a Borrowing Subsidiary Agreement executed by such a Wholly Owned Subsidiary and the Company, the Administrative Agent such Wholly Owned Subsidiary shall deliver to each Lender a notice of such request to become be a Borrowing Subsidiary under this Agreement. If the designation of such Borrowing Subsidiary obligates the Administrative Agent or a Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Administrative Agent or such Lender shall deliver to the Company, (a) within five Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Domestic Subsidiary or (b) within 10 Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Foreign Subsidiary, a request to that effect, and the Company shall, promptly upon receipt of such request, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or such Lender in order for the Administrative Agent or such Lender to carry out and comply with the requirements of the USA PATRIOT Act or any other applicable laws and regulations, and, unless the results of such inquiry conflict with the requirements of such laws and regulations, or if no such request by the Administrative Agent or any Lender is made within the time period set forth above, such Borrowing Subsidiary shall become a party hereto and a Borrower hereunder with the same effect as if it had been an original party to this Agreement. Notwithstanding the foregoing, no A Subsidiary shall become cease to be a Borrower Borrowing Subsidiary if it hereunder at such time as no Loans, fees or any other amounts due in connection therewith pursuant to the terms hereof shall be unlawful for such Subsidiary to become a Borrower hereunder or for any Lender to make Loans or otherwise extend credit outstanding to such Subsidiary as provided herein or for any Issuing Bank to issue Letters of Credit for the account of and such Subsidiary. Upon the execution by Subsidiary and the Company shall have executed and delivered to the General Administrative Agent a Borrowing Subsidiary and delivery Termination; provided that, notwithstanding anything herein to the Administrative Agent of a Borrowing Subsidiary Termination with respect to such Borrowing Subsidiarycontrary, such no Borrowing Subsidiary shall cease to be a Borrowing Subsidiary hereunder; provided that solely because it no longer is a Wholly Owned Subsidiary of the Company so long as such Borrowing Subsidiary and the Company shall not have executed and delivered to the General Administrative Agent a Borrowing Subsidiary Termination will become effective as to any Borrowing Subsidiary (other than to terminate such Borrowing Subsidiary’s right to obtain further Loans or Letters and the Guarantors’ guarantee of Credit under this Agreement) at a time when any principal of or interest on any Loan to such Borrowing Subsidiary or any Letter of Credit issued for the account Borrower Obligations of such Borrowing Subsidiary shall be outstanding hereunder. Promptly following receipt of any Borrowing Subsidiary Termination, the Administrative Agent shall send a copy thereof pursuant to each LenderSection 13.16 has not been released.

Borrowing Subsidiaries. Within two The Company may designate any Wholly Owned Subsidiary of the Company as a Borrowing Subsidiary upon ten Business Days after notice to CNAI on behalf of the Lenders (such notice to include the name, primary business address and tax identification number of such proposed Borrowing Subsidiary). Upon proper notice and the receipt by the Administrative Agent CNAI of a Borrowing Subsidiary Agreement executed by such a Wholly Owned Subsidiary and the Company, the Administrative Agent such Wholly Owned Subsidiary shall deliver to each Lender a notice of such request to become be a Borrowing Subsidiary under this Agreement. If the designation of such Borrowing Subsidiary obligates the Administrative Agent or a Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Administrative Agent or such Lender shall deliver to the Company, (a) within five Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Domestic Subsidiary or (b) within 10 Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Foreign Subsidiary, a request to that effect, and the Company shall, promptly upon receipt of such request, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or such Lender in order for the Administrative Agent or such Lender to carry out and comply with the requirements of the USA PATRIOT Act or any other applicable laws and regulations, and, unless the results of such inquiry conflict with the requirements of such laws and regulations, or if no such request by the Administrative Agent or any Lender is made within the time period set forth above, such Borrowing Subsidiary shall become a party hereto and a Borrower hereunder with the same effect as if it had been an original party to this Agreement. Notwithstanding the foregoing, no A Subsidiary shall become cease to be a Borrower Borrowing Subsidiary if it hereunder at such time as no Loans, fees or any other amounts due in connection therewith pursuant to the terms hereof shall be unlawful for such Subsidiary to become a Borrower hereunder or for any Lender to make Loans or otherwise extend credit outstanding to such Subsidiary as provided herein or for any Issuing Bank to issue Letters of Credit for the account of and such Subsidiary. Upon the execution by Subsidiary and the Company shall have executed and delivered to CNAI a Borrowing Subsidiary and delivery Termination; provided that, notwithstanding anything herein to the Administrative Agent of a Borrowing Subsidiary Termination with respect to such Borrowing Subsidiarycontrary, such no Borrowing Subsidiary shall cease to be a Borrowing Subsidiary hereunder; provided that solely because it no longer is a Wholly Owned Subsidiary of the Company so long as such Borrowing Subsidiary and the Company shall not have executed and delivered to CNAI a Borrowing Subsidiary Termination will become effective as to any and the Company’s guarantee of the Borrowing Subsidiary (other than to terminate such Borrowing Subsidiary’s right to obtain further Loans or Letters of Credit under this Agreement) at a time when any principal of or interest on any Loan to such Borrowing Subsidiary or any Letter of Credit issued for the account Obligations of such Borrowing Subsidiary shall be outstanding hereunder. Promptly following receipt of any Borrowing Subsidiary Termination, the Administrative Agent shall send a copy thereof pursuant to each LenderSection 8.16 has not been released.

Borrowing Subsidiaries. Within two Business Days after (a) Parent may designate, subject to the receipt provisions of this Section, any Wholly Owned Subsidiary (other than any Excluded Subsidiary or a Specified Foreign Subsidiary) as a Borrowing Subsidiary by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by a such Subsidiary and the CompanyParent. Promptly following receipt of any Borrowing Subsidiary Agreement, the Administrative Agent shall deliver to inform each Revolving Lender of the receipt thereof. Unless any Revolving Lender shall inform the Administrative Agent within 10 Business Days (or, in the case of any such Subsidiary that is a notice Foreign Subsidiary, 15 Business Days) of the receipt of such request notice that it is unlawful for such Revolving Lender to extend credit to such Subsidiary or that such Lender is restricted by internal policies of general applicability from extending credit to Persons organized or located in the jurisdiction in which such Subsidiary is organized or located, such Subsidiary shall for all purposes of this Agreement be a Borrowing Subsidiary and a party to this Agreement; provided that no Subsidiary shall become a Borrowing Subsidiary under this Agreement. If the designation of until each Revolving Lender shall have received all documentation and other information with respect to such Borrowing Subsidiary obligates the Administrative Agent or a Lender to comply with required by bank regulatory authorities under applicable “know your customer” or similar identification procedures in circumstances where and anti-money laundering rules and regulations, including the necessary information is not already available to itUSA PATRIOT Act, that shall have been requested by such Revolving Lender within the Administrative Agent or such Lender shall deliver to the Company, (a) within five Business Days after the applicable period set forth above following its receipt of such a Borrowing Subsidiary Agreement in respect of a Domestic Subsidiary or Agreement. (b) within 10 Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Foreign Subsidiary, a request to that effect, and the Company shall, promptly upon receipt of such request, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or such Lender in order for the Administrative Agent or such Lender to carry out and comply with the requirements of the USA PATRIOT Act or any other applicable laws and regulations, and, unless the results of such inquiry conflict with the requirements of such laws and regulations, or if no such request by the Administrative Agent or any Lender is made within the time period set forth above, such Borrowing Subsidiary shall become a party hereto and a Borrower hereunder with the same effect as if it had been an original party to this Agreement. Notwithstanding the foregoing, no Subsidiary shall become a Borrower Subsidiary if it shall be unlawful for such Subsidiary to become a Borrower hereunder or for any Lender to make Loans or otherwise extend credit to such Subsidiary as provided herein or for any Issuing Bank to issue Letters of Credit for the account of such Subsidiary. Upon the execution by the Company and a Borrowing Subsidiary Parent and delivery to the Administrative Agent of a Borrowing Subsidiary Termination with respect to such any Borrowing Subsidiary, such Borrowing Subsidiary shall cease to be a Borrowing Subsidiary hereunderhereunder and a party to this Agreement; provided that no Borrowing Subsidiary Termination will become effective as to any Borrowing Subsidiary (other than to terminate such Borrowing Subsidiary’s right to make further Borrowings or obtain further Loans or Letters of Credit under this Agreement) at a time when any principal of or interest on any Loan to such Borrowing Subsidiary or any Letter of Credit issued for the account of such Borrowing Subsidiary shall be outstanding hereunder. Promptly following receipt of any Borrowing Subsidiary Termination, the Administrative Agent shall send inform each Lender of the receipt thereof. (c) Each Borrowing Subsidiary hereby irrevocably appoints Parent as its agent for all purposes of this Agreement and the other Loan Documents, including (i) the giving and receipt of notices (including any Borrowing Request and any Interest Election Request) and (ii) the execution and delivery of all documents, instruments and certificates contemplated herein. Each Borrowing Subsidiary hereby acknowledges that any amendment or other modification to this Agreement or any other Loan Document may be effected as set forth in Section 9.02, that no consent of such Borrowing Subsidiary shall be required to effect any such amendment or other modification and that such Borrowing Subsidiary shall be bound by this Agreement or any other Loan Document (if it is theretofore a copy thereof to each Lenderparty thereto) as so amended or modified.

Borrowing Subsidiaries. Within two The Company may designate any Restricted Subsidiary that is a wholly owned Domestic Subsidiary of the Company as a Borrowing Subsidiary upon five Business Days after Days’ notice to the Administrative Agent and the Lenders (such notice to include the name, primary business address and tax identification number of such proposed Borrowing Subsidiary). Upon proper notice and receipt by the Administrative Agent of such agreements (including a Joinder Agreement executed by such Restricted Subsidiary in accordance with Section 9.18), documents and legal opinions as the Administrative Agent may reasonably request and subject to the Administrative Agent’s determining in consultation with the Lenders that designating such Restricted Subsidiary as a Borrowing Subsidiary Agreement executed by a Subsidiary and the Company, the Administrative Agent shall deliver to each Lender a notice of such request to become a Borrowing Subsidiary under this Agreement. If the designation of such Borrowing Subsidiary obligates the Administrative Agent or a Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is would not already available to it, the Administrative Agent or such Lender shall deliver to the Company, (a) within five Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Domestic Subsidiary or (b) within 10 Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Foreign Subsidiary, a request to that effect, and the Company shall, promptly upon receipt of such request, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or such Lender in order for the Administrative Agent or such Lender to carry out and comply with the requirements of the USA PATRIOT Act or any other applicable laws and regulations, and, unless the results of such inquiry conflict with the requirements of such laws and regulations, or if no such request by the Administrative Agent or any Lender is made within the time period set forth above, such Borrowing Subsidiary shall become a party hereto and a Borrower hereunder with the same effect as if it had been an original party to this Agreement. Notwithstanding the foregoing, no Subsidiary shall become a Borrower Subsidiary if it shall be unlawful for such Subsidiary to become a Borrower hereunder or for cause any Lender to make Loans suffer any economic, legal or otherwise extend credit to regulatory disadvantage, such Restricted Subsidiary as provided herein or for any Issuing Bank to issue Letters of Credit for the account of such Subsidiary. Upon the execution by the Company and shall be a Borrowing Subsidiary and delivery a party to this Agreement and the Administrative Agent of a Borrowing Subsidiary Termination with respect to such Borrowing Subsidiary, such Borrowing other Loan Documents. A Subsidiary shall cease to be a Borrowing Subsidiary hereunderhereunder at such time as the Company gives notice to the Administrative Agent and the Lenders of its intention to terminate such Subsidiary as a Borrowing Subsidiary; provided that no Borrowing Subsidiary Termination will become any such termination shall not be effective as to any Borrowing Subsidiary (other than to terminate such Borrowing Subsidiary’s right to make further Borrowings or, except to the extent such Subsidiary remains a Loan Party after such termination, to obtain further Loans or Letters of Credit under this AgreementCredit) at and such Subsidiary shall remain a Borrowing Subsidiary until such time when any principal of or interest on any Loan as all Loans to such Borrowing Subsidiary or any and accrued interest thereon and all other amounts then due from such Borrowing Subsidiary have been paid in full and, unless such Subsidiary shall remain a Loan Party after such termination, no Letter of Credit issued for the account of such Borrowing Subsidiary shall be outstanding hereunder. Promptly following receipt of any Borrowing Subsidiary Termination, the Administrative Agent shall send a copy thereof to each Lenderoutstanding.

Borrowing Subsidiaries. Within two (a) The Company, with the consent of the Agent (which shall not be unreasonably withheld), may designate any Material Foreign Subsidiary as a Borrowing Subsidiary; provided that (i) the laws and regulations of the jurisdictions in which such Material Foreign Subsidiary is organized and is located permit extensions of credit and other financial accommodations from the United States of America into such jurisdictions, and each Bank has all licenses, permits and other approvals necessary to make such extensions of credit and other financial accommodations and (ii) no Bank shall be subject to any regulatory or legal limitation or restriction or any material financial disadvantage arising out of or attributable to the location or jurisdiction of organization of such Material Foreign Subsidiary or the nature of its activities. Upon not less than five (5) Business Days after Days’ prior notice, and upon the receipt and execution by the Administrative Agent of a duly executed Borrowing Subsidiary Agreement, such Subsidiary shall be a Borrowing Subsidiary and a party to this Agreement. (b) The obligation of each Bank to make its first Loan to any Borrowing Subsidiary is subject to the satisfaction of the condition that the Agent shall have received the following: (i) all documents as shall reasonably demonstrate the existence of such Borrowing Subsidiary, the corporate power and authority of such Borrowing Subsidiary to enter into, and the validity with respect to such Borrowing Subsidiary of, this Agreement executed and the other Loan Documents to which it is a party and any other matters relevant hereto (including an opinion of counsel), all in form and substance satisfactory to the Agent; and (ii) any governmental and third party approvals necessary or advisable in connection with the execution, delivery and performance of this Agreement by the Borrowing Subsidiary and any documents that any Bank is required to obtain under any governmental law, rule or regulation, including the Patriot Act. (c) Each Borrowing Subsidiary hereby irrevocably appoints and authorizes the Company to take such action and deliver and receive notices hereunder as agent on its behalf and to exercise such powers under this Agreement as delegated to it by the terms hereof, together with all such powers as are reasonably incidental thereof. In furtherance of and not in limitation of the foregoing, for administrative convenience of the parties hereto, the Agent and the Banks shall send all notices and communications to be sent to any Borrowing Subsidiary solely to the Company and may rely solely upon the Company to receive all such notices and other communications for and on behalf of each Borrowing Subsidiary. No Person other than the Company (and its authorized officers and employees) may act as agent for any Borrowing Subsidiary hereunder without the written consent of the Agent. (d) Each Loan made to a Borrowing Subsidiary and interest thereon shall be the Obligation of such Borrowing Subsidiary and the Company, guarantied by the Administrative Company pursuant to Article XI hereof. Notwithstanding anything to the contrary in this Agreement, unless expressly so provided in a Loan Document other than this Agreement entered by any Borrowing Subsidiary, no Borrowing Subsidiary shall have any obligations or liabilities in respect of any Obligations of any other Borrowing Subsidiary or the Company. The Company, the Agent shall deliver and the Banks agree that due to each Lender a notice difficulties of such request apportionment thereof, all Obligations other than principal and interest on Loans made to become a Borrowing Subsidiary under this Agreement. If shall be Obligations of the designation of such Borrowing Subsidiary obligates the Administrative Agent or a Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Administrative Agent or such Lender shall deliver to the Company, (a) within five Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Domestic Subsidiary or (b) within 10 Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Foreign Subsidiary, a request to that effectCompany only, and the Company shall, promptly upon receipt not of such request, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or such Lender in order for the Administrative Agent or such Lender to carry out and comply with the requirements of the USA PATRIOT Act or any other applicable laws and regulations, and, unless the results of such inquiry conflict with the requirements of such laws and regulations, or if no such request by the Administrative Agent or any Lender is made within the time period set forth above, such Borrowing Subsidiary shall become a party hereto and a Borrower hereunder with the same effect as if it had been an original party to this Agreement. Notwithstanding the foregoing, no Subsidiary shall become a Borrower Subsidiary if it shall be unlawful for such Subsidiary to become a Borrower hereunder or for any Lender to make Loans or otherwise extend credit to such Subsidiary as provided herein or for any Issuing Bank to issue Letters of Credit for the account of such Subsidiary. Upon the execution by the Company and a Borrowing Subsidiary and delivery to the Administrative Agent of a Borrowing Subsidiary Termination with respect to such Borrowing Subsidiary, such Borrowing Subsidiary shall cease to be a Borrowing Subsidiary hereunder; provided that no Borrowing Subsidiary Termination will become effective as to any Borrowing Subsidiary (other than whether or not such Obligations are related to terminate such Loans made to a Borrowing Subsidiary’s right to obtain further Loans or Letters of Credit under this Agreement) at a time when any principal of or interest on any Loan to such Borrowing Subsidiary or any Letter of Credit issued for the account of such Borrowing Subsidiary shall be outstanding hereunder. Promptly following receipt of any Borrowing Subsidiary Termination, the Administrative Agent shall send a copy thereof to each Lender).

Borrowing Subsidiaries. Within two Business Days On or after the receipt Effective Date, the Company may designate any Subsidiary of the Company as a Borrowing Subsidiary by delivery to the Administrative Agent and the Lenders of a Borrowing Subsidiary Agreement executed by a such Subsidiary and the Company, and upon the date five Business Days following such delivery of the executed Borrowing Subsidiary Agreement to the Administrative Agent and the Lenders, such Subsidiary shall deliver to each Lender a notice for all purposes of such request to become this Agreement be a Borrowing Subsidiary under this Agreement. If the designation of such Borrowing Subsidiary obligates the Administrative Agent or a Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Administrative Agent or such Lender shall deliver to the Company, (a) within five Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Domestic Subsidiary or (b) within 10 Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Foreign Subsidiary, a request to that effect, and the Company shall, promptly upon receipt of such request, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or such Lender in order for the Administrative Agent or such Lender to carry out and comply with the requirements of the USA PATRIOT Act or any other applicable laws and regulations, and, unless the results of such inquiry conflict with the requirements of such laws and regulations, or if no such request by the Administrative Agent or any Lender is made within the time period set forth above, such Borrowing Subsidiary shall become a party hereto and a Borrower hereunder with the same effect as if it had been an original party to this Agreement. Notwithstanding the foregoing; provided that during such five Business Day period, no Subsidiary shall become a Borrower Subsidiary if it shall be unlawful for such Subsidiary may request a Borrowing pursuant to become Section 2.03 if (x) the date of the proposed Borrowing is outside of such five Business Day period and (y) in the case of a Borrower hereunder or for any Lender to make Loans or otherwise extend credit to proposed Eurocurrency Borrowing, such Subsidiary as has provided herein or for any Issuing Bank to issue Letters of Credit the Administrative Agent, for the account benefit of such Subsidiarythe Lenders, an executed LIBO Rate indemnity letter in form and substance reasonably acceptable to the Administrative Agent. Upon the execution by the Company and a Borrowing Subsidiary and delivery to the Administrative Agent of a Borrowing Subsidiary Termination with respect to such any Borrowing Subsidiary, such Borrowing Subsidiary shall cease to be a Borrowing Subsidiary hereunderand a party to this Agreement; provided that no Borrowing Subsidiary Termination will become effective as to any Borrowing Subsidiary (other than to terminate such Borrowing Subsidiary’s right to obtain make further Loans or Letters of Credit Borrowings under this Agreement) at a time when any principal of or interest on any Revolving Loan to such Borrowing Subsidiary or any Letter of Credit issued for the account of such Borrowing Subsidiary shall be outstanding hereunder. Promptly following receipt of any Borrowing Subsidiary Agreement or Borrowing Subsidiary Termination, the Administrative Agent shall send a copy thereof to each Lender.

Borrowing Subsidiaries. Within two Business Days after After the receipt Closing Date, the Company may designate, subject to the provisions of this paragraph, any wholly-owned Subsidiary as a Borrowing Subsidiary (provided that any Domestic Subsidiary so designated shall be a Designated Subsidiary) by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by a such Subsidiary and the Company. Promptly following receipt of any Borrowing Subsidiary Agreement, the Administrative Agent shall deliver make available to each Lender a notice of such request to become a Borrowing Subsidiary under this Agreementcopy thereof. If the designation of such Borrowing Subsidiary obligates Unless any Revolving Lender shall notify the Administrative Agent or a Lender to comply with “know your customer” or similar identification procedures in circumstances where and the necessary information is not already available to it, the Administrative Agent or such Lender shall deliver to the Company, (a) Company within five 10 Business Days after of the receipt of such a Borrowing Subsidiary Agreement in respect of a Domestic notice (a) that it is unlawful for such Revolving Lender to extend credit to such Subsidiary or (b) within 10 Business Days after that such Revolving Lender is prohibited by operational or administrative procedures from extending credit under this Agreement to Persons in the receipt jurisdiction in which such Subsidiary is located, such Subsidiary shall for all purposes of such this Agreement, upon satisfaction of the conditions set forth in Section 4.04, become a Borrowing Subsidiary Agreement in respect of a Foreign Subsidiary, a request to that effect, and the Company shall, promptly upon receipt of such request, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or such Lender in order for the Administrative Agent or such Lender to carry out and comply with the requirements of the USA PATRIOT Act or any other applicable laws and regulations, and, unless the results of such inquiry conflict with the requirements of such laws and regulations, or if no such request by the Administrative Agent or any Lender is made within the time period set forth above, such Borrowing Subsidiary shall become a party hereto and a Borrower hereunder with the same effect as if it had been an original party to this Agreement. Notwithstanding If any Lender shall notify the foregoingAdministrative Agent and the Company pursuant to the immediately preceding sentence that it is unable to extend credit under this Agreement to Persons in a particular jurisdiction, no Subsidiary and if an amendment to this Agreement would enable it so to extend credit without violating applicable law and in compliance with its applicable procedures, then such Lender shall so advise the Company and the Administrative Agent and endeavor in good faith to agree with the Company and the Administrative Agent on an amendment to this Agreement that would permit it so to extend credit, and upon the effectiveness of such amendment, will withdraw the notice delivered by it pursuant to the second preceding sentence. The parties hereto agree that any amendment referred to in the immediately preceding sentence, if it does not adversely affect the rights or interests of the Lenders, shall become a Borrower Subsidiary effective if it shall be unlawful for is agreed to in writing by such Subsidiary to become a Borrower hereunder or for any Lender to make Loans or otherwise extend credit to such Subsidiary as provided herein or for any Issuing Bank to issue Letters of Credit for Lender, the account of such SubsidiaryAdministrative Agent and the Company. Upon the execution by the Company and a Borrowing Subsidiary and delivery to the Administrative Agent of a Borrowing Subsidiary Termination with respect to such any Borrowing Subsidiary, such Borrowing Subsidiary shall cease to be a Borrowing Subsidiary hereunderhereunder and a party to this Agreement; provided that no Borrowing Subsidiary Termination will become effective as to any Borrowing Subsidiary (other than to terminate such Borrowing Subsidiary’s right to obtain make further Loans or Letters of Credit Borrowings under this Agreement) at a time when any principal of or interest on any Loan to such Borrowing Subsidiary or any Letter of Credit issued for the account of such Borrowing Subsidiary shall be outstanding hereunder. Promptly following receipt of any Borrowing Subsidiary Termination, the Administrative Agent shall send make available to each Revolving Lender a copy thereof to each Lenderthereof.

Borrowing Subsidiaries. Within two (a) The Company, with the consent of the Agent (which shall not be unreasonably withheld), may designate any Material Foreign Subsidiary as a Borrowing Subsidiary; provided that (i) the laws and regulations of the jurisdictions in which such Material Foreign Subsidiary is organized and is located permit extensions of credit and other financial accommodations from the United States of America into such jurisdictions, and each Bank has all licenses, permits and other approvals necessary to make such extensions of credit and other financial accommodations and (ii) no Bank shall be subject to any regulatory or legal limitation or restriction or any material financial disadvantage arising out of or attributable to the location or jurisdiction of organization of such Material Foreign Subsidiary or the nature of its activities. Upon not less than five (5) Business Days after Days’ prior notice, and upon the receipt and execution by the Administrative Agent of a duly executed Borrowing Subsidiary Agreement, such Subsidiary shall be a Borrowing Subsidiary and a party to this Agreement. (b) The obligation of each Bank to make its first Loan to any Borrowing Subsidiary is subject to the satisfaction of the condition that the Agent shall have received the following: (i) all documents as shall reasonably demonstrate the existence of such Borrowing Subsidiary, the corporate power and authority of such Borrowing Subsidiary to enter into, and the validity with respect to such Borrowing Subsidiary of, this Agreement executed and the other Loan Documents to which it is a party and any other matters relevant hereto (including an opinion of counsel), all in form and substance satisfactory to the Agent; and (ii) any governmental and third party approvals necessary or advisable in connection with the execution, delivery and performance of this Agreement by the Borrowing Subsidiary and any documents that any Bank is required to obtain under any governmental law, rule or regulation, including the Patriot Act. (c) Each Borrowing Subsidiary hereby irrevocably appoints and authorizes the Company to take such action and deliver and receive notices hereunder as agent on its behalf and to exercise such powers under this Agreement as delegated to it by the terms hereof, together with all such powers as are reasonably incidental thereof. In furtherance of and not in limitation of the foregoing, for administrative convenience of the parties hereto, the Agent and the Banks shall send all notices and communications to be sent to any Borrowing Subsidiary solely to the Company and may rely solely upon the Company to receive all such notices and other communications for and on behalf of each Borrowing Subsidiary. No Person other than the Company (and its authorized officers and employees) may act as agent for any Borrowing Subsidiary hereunder without the written consent of the Agent. (d) Each Loan made to a Borrowing Subsidiary and interest thereon shall be the Obligation of such Borrowing Subsidiary and the Company, guaranteed by the Administrative Company pursuant to Article XI hereof. Notwithstanding anything to the contrary in this Agreement, unless expressly so provided in a Loan Document other than this Agreement entered by any Borrowing Subsidiary, no Borrowing Subsidiary shall have any obligations or liabilities in respect of any Obligations of any other Borrowing Subsidiary or the Company. The Company, the Agent shall deliver and the Banks agree that due to each Lender a notice difficulties of such request apportionment thereof, all Obligations other than principal and interest on Loans made to become a Borrowing Subsidiary under this Agreement. If shall be Obligations of the designation of such Borrowing Subsidiary obligates the Administrative Agent or a Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Administrative Agent or such Lender shall deliver to the Company, (a) within five Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Domestic Subsidiary or (b) within 10 Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Foreign Subsidiary, a request to that effectCompany only, and the Company shall, promptly upon receipt not of such request, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or such Lender in order for the Administrative Agent or such Lender to carry out and comply with the requirements of the USA PATRIOT Act or any other applicable laws and regulations, and, unless the results of such inquiry conflict with the requirements of such laws and regulations, or if no such request by the Administrative Agent or any Lender is made within the time period set forth above, such Borrowing Subsidiary shall become a party hereto and a Borrower hereunder with the same effect as if it had been an original party to this Agreement. Notwithstanding the foregoing, no Subsidiary shall become a Borrower Subsidiary if it shall be unlawful for such Subsidiary to become a Borrower hereunder or for any Lender to make Loans or otherwise extend credit to such Subsidiary as provided herein or for any Issuing Bank to issue Letters of Credit for the account of such Subsidiary. Upon the execution by the Company and a Borrowing Subsidiary and delivery to the Administrative Agent of a Borrowing Subsidiary Termination with respect to such Borrowing Subsidiary, such Borrowing Subsidiary shall cease to be a Borrowing Subsidiary hereunder; provided that no Borrowing Subsidiary Termination will become effective as to any Borrowing Subsidiary (other than whether or not such Obligations are related to terminate such Loans made to a Borrowing Subsidiary’s right to obtain further Loans or Letters of Credit under this Agreement) at a time when any principal of or interest on any Loan to such Borrowing Subsidiary or any Letter of Credit issued for the account of such Borrowing Subsidiary shall be outstanding hereunder. Promptly following receipt of any Borrowing Subsidiary Termination, the Administrative Agent shall send a copy thereof to each Lender).

Borrowing Subsidiaries. Within two Business Days after (a) The Company may at any time and from time to time request the receipt designation of any wholly owned Subsidiary as a Borrowing Subsidiary by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed written request therefor. The effectiveness of any such designation shall be subject to (i) the prior written consent thereto by a Subsidiary and the Company, the Administrative Agent and, other than in the case of such designation of an Approved Netherlands Borrower or any Domestic Borrowing Subsidiary, by each Revolving Lender (in each case, not to be unreasonably withheld, conditioned or delayed), it being understood that a Revolving Lender shall deliver be deemed to have acted reasonably in withholding its consent if (A) it is unlawful (or such Revolving Lender cannot or has not been able to determine that it is lawful) for such Revolving Lender to make Revolving Loans and other extensions of credit under this Agreement to such Subsidiary, (B) the making of Revolving Loans or other extensions of credit under this Agreement to such Subsidiary might subject such Revolving Lender to adverse tax consequences for which it is not reimbursed hereunder, (C) such Revolving Lender would be required to, or has determined that it would be prudent to, register or file in the jurisdiction of formation, organization or location of such Subsidiary in order to make Revolving Loans or other extensions of credit under this Agreement to such Subsidiary, and such Revolving Lender does not wish to do so or (D) such Revolving Lender is restricted by operational or administrative procedures or other applicable internal policies from making Revolving Loans or other extensions of credit under this Agreement to Persons formed, organized or located in the jurisdiction in which such Subsidiary is formed, organized or located, (ii) (A) each Lender a notice of having received all documentation and other information with respect to such request to become a Borrowing Subsidiary required by bank regulatory authorities under this Agreement. If the designation of such Borrowing Subsidiary obligates the Administrative Agent or a Lender to comply with applicable “know your customer” or similar identification procedures and anti-money laundering rules and regulations, including the USA PATRIOT Act, that shall have been requested by such Lender prior to a deadline notified by the Administrative Agent to the Lenders (which deadline shall be set by the Administrative Agent in circumstances where its reasonable discretion and in consultation with the necessary information is not already available Company) and (B) to itthe extent such Subsidiary qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Administrative Agent or having received a Beneficial Ownership Certification in relation to such Lender shall deliver Subsidiary prior to the Company, (a) within five Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Domestic Subsidiary or (b) within 10 Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Foreign Subsidiary, a request to that effect, and the Company shall, promptly upon receipt of such request, supply such documentation and other evidence as is reasonably requested deadline notified by the Administrative Agent or such Lender in order for the Administrative Agent or such Lender to carry out and comply with the requirements of the USA PATRIOT Act or any other applicable laws and regulations, and, unless the results of such inquiry conflict with the requirements of such laws and regulations, or if no such request (which deadline shall be set by the Administrative Agent or any Lender is made within in its reasonable discretion and in consultation with the time period Company) and (iii) satisfaction of the conditions set forth abovein Section 4.04. Upon the execution and delivery of a Borrowing Subsidiary Accession Agreement by the Company and such Subsidiary, and the acceptance thereof by the Administrative Agent, such Subsidiary shall for all purposes of this Agreement be a Borrowing Subsidiary shall become a party hereto and a Borrower hereunder with the same effect as if it had been an original party to this Agreement. Notwithstanding the foregoing, no Subsidiary shall become a Borrower Subsidiary if it shall be unlawful for such Subsidiary to become a Borrower hereunder or for any Lender to make Loans or otherwise extend credit to such Subsidiary as provided herein or for any Issuing Bank to issue Letters of Credit for the account of such Subsidiary. . (b) Upon the execution by the Company and a Borrowing Subsidiary and delivery to the Administrative Agent of a Borrowing Subsidiary Termination with respect to such any Borrowing Subsidiary, such Borrowing Subsidiary shall cease to be a Borrowing Subsidiary hereunder; provided and a [[3851767]] (c) Each Borrowing Subsidiary hereby irrevocably appoints the Company as its agent for all purposes of this Agreement and the other Loan Documents, including (i) the giving and receipt of notices (including any Borrowing Request and any Interest Election Request) and (ii) the execution and delivery of all documents, instruments and certificates contemplated herein. Each Borrowing Subsidiary hereby acknowledges that any amendment or other modification to this Agreement or any other Loan Document may be effected as set forth in Section 10.02, that no consent of such Borrowing Subsidiary Termination will become effective as shall be required to effect any such amendment or other modification and that such Borrowing Subsidiary shall be bound by this Agreement or any other Loan Document (other than if it is theretofore a party thereto) as so amended or modified. (d) Notwithstanding anything in this Agreement or any of the Loan Documents to terminate the contrary, it is agreed, and the Loan Documents shall in all circumstances be interpreted to provide, that each Foreign Borrowing Subsidiary is liable only for Loans made to such Foreign Borrowing Subsidiary, interest on such Loans, such Foreign Borrowing Subsidiary’s right reimbursement obligations with respect to obtain further Loans or Letters any Letter of Credit issued for its account and for the account of its subsidiaries and interest thereon and its other Obligations, including, without limitation, general fees, reimbursements, indemnities and charges for which it is severally liable hereunder or under any other Loan Document. Nothing in this AgreementAgreement or in any other Loan Document (including, but not limited to, provisions which purport to impose joint and several liability on a Foreign Borrowing Subsidiary and the other Loan Parties) at a time when shall be deemed or operate to cause any principal of Foreign Borrowing Subsidiary to Guarantee or interest on assume liability with respect to any Loan made to such Borrowing Subsidiary the Company or any Letter other Loan Party, any Letters of Credit issued for the account of the Company or any other Subsidiary (other than a subsidiary of such Foreign Borrowing Subsidiary Subsidiary) or other Obligation for which any other Loan Party is the primary obligor. Nothing in this paragraph is intended to limit, nor shall it be outstanding hereunder. Promptly following receipt deemed to limit, any liability of the Company or any other Loan Party (other than a Foreign Borrowing Subsidiary TerminationSubsidiary) for any of the Obligations, the Administrative Agent shall send whether in its primary capacity as a copy thereof to each LenderBorrower, as a guarantor, at law or otherwise.

Borrowing Subsidiaries. Within two Business Days after (a) The Company may at any time and from time to time request the receipt designation of any wholly-owned Subsidiary as a Borrowing Subsidiary by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by a such Subsidiary and the Company. As soon as practicable upon receipt of a Borrowing Subsidiary Agreement, the Administrative Agent shall deliver make a copy thereof available to each Lender. Unless any Lender shall inform the Administrative Agent within 10 Business Days (or, in the case of any such Subsidiary that is a notice Foreign Subsidiary, 15 Business Days) following the receipt of such request Borrowing Subsidiary Agreement by such Lender that it is unlawful for such Lender to extend credit to such Subsidiary or that such Lender is restricted by internal policies of general applicability from extending credit to Persons organized or located in the jurisdiction in which such Subsidiary is organized or located, such Subsidiary shall for all purposes of this Agreement be a Borrowing Subsidiary and a party to this Agreement; provided that no Subsidiary shall become a Borrowing Subsidiary under this Agreement. If the designation of until each Lender shall have received all documentation and other information with respect to such Borrowing Subsidiary obligates the Administrative Agent or a Lender to comply with required by bank regulatory authorities under applicable “know your customer” or similar identification procedures in circumstances where and anti-money laundering rules and regulations, including the necessary information is not already available to itUSA PATRIOT Act, the Administrative Agent or that shall have been requested by such Lender shall deliver to within the Company, (a) within five Business Days after the applicable period set forth above following its receipt of such a Borrowing Subsidiary Agreement in respect of a Domestic Subsidiary or Agreement. (b) within 10 Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Foreign Subsidiary, a request to that effect, and the Company shall, promptly upon receipt of such request, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or such Lender in order for the Administrative Agent or such Lender to carry out and comply with the requirements of the USA PATRIOT Act or any other applicable laws and regulations, and, unless the results of such inquiry conflict with the requirements of such laws and regulations, or if no such request by the Administrative Agent or any Lender is made within the time period set forth above, such Borrowing Subsidiary shall become a party hereto and a Borrower hereunder with the same effect as if it had been an original party to this Agreement. Notwithstanding the foregoing, no Subsidiary shall become a Borrower Subsidiary if it shall be unlawful for such Subsidiary to become a Borrower hereunder or for any Lender to make Loans or otherwise extend credit to such Subsidiary as provided herein or for any Issuing Bank to issue Letters of Credit for the account of such Subsidiary. Upon the execution by the Company and a Borrowing Subsidiary and delivery to the Administrative Agent of a Borrowing Subsidiary Termination with respect to such any Borrowing Subsidiary, such Borrowing Subsidiary shall cease to be a Borrowing Subsidiary hereunderand a party to this Agreement; provided that no Borrowing Subsidiary Termination will become effective as to any Borrowing Subsidiary (other than to terminate such Borrowing Subsidiary’s right to make further Borrowings or obtain further Loans or Letters of Credit under this Agreement) at a time when any principal of or interest on any Loan to such Borrowing Subsidiary Subsidiary, or any Letter of Credit issued for the account of such Borrowing Subsidiary Subsidiary, shall be outstanding hereunderhereunder or any fees or other amounts remain unpaid with respect thereto. Promptly following As soon as practicable upon receipt of any a Borrowing Subsidiary Termination, the Administrative Agent shall send make a copy thereof available to each Lender. (c) Each Borrowing Subsidiary hereby irrevocably appoints the Company as its agent for all purposes of this Agreement and the other Loan Documents, including (i) the giving and receipt of notices (including any Borrowing Request and any Interest Election Request) and (ii) the execution and delivery of all documents, instruments and certificates contemplated herein. Each Borrowing Subsidiary hereby acknowledges that any amendment or other modification to this Agreement or any other Loan Document may be effected as set forth in Section 9.02, that no consent of such Borrowing Subsidiary shall be required to effect any such amendment or other modification and that such Borrowing Subsidiary shall be bound by this Agreement or any other Loan Document (if it is theretofore a party thereto) as so amended or modified.

Borrowing Subsidiaries. Within two Business Days On or after the receipt Effective Date, the Borrower Agent (a) may designate any subsidiary of the Company or ASII as a Borrowing Subsidiary and (b) may designate any subsidiary of the Company or ASII that is incorporated or otherwise organized under the laws of Italy as an Italian Borrowing Subsidiary, as applicable, by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by a such Subsidiary and the CompanyHoldings, the Administrative Agent and upon such delivery such Subsidiary shall deliver for all purposes of this Agreement be a party to each Lender a notice of such request to become and a Borrowing Subsidiary or an Italian Borrowing Subsidiary, as the case may be, under this Agreement. If the designation of such Borrowing Subsidiary obligates the Administrative Agent or a Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Administrative Agent or such Lender shall deliver to the Company, (a) within five Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Domestic Subsidiary or (b) within 10 Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Foreign Subsidiary, a request to that effect, and the Company shall, promptly upon receipt of such request, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or such Lender in order for the Administrative Agent or such Lender to carry out and comply with the requirements of the USA PATRIOT Act or any other applicable laws and regulations, and, unless the results of such inquiry conflict with the requirements of such laws and regulations, or if no such request by the Administrative Agent or any Lender is made within the time period set forth above, such Borrowing Subsidiary shall become a party hereto and a Borrower hereunder with the same effect as if it had been an original party to this Agreement. Notwithstanding the foregoing, no Subsidiary shall become a Borrower Subsidiary if it shall be unlawful for such Subsidiary to become a Borrower hereunder or for any Lender to make Loans or otherwise extend credit to such Subsidiary as provided herein or for any Issuing Bank to issue Letters of Credit for the account of such Subsidiary. Upon the execution by the Company and a Borrowing Subsidiary Borrower Agent and delivery to the Administrative Agent of a Borrowing Subsidiary Termination with respect to such any Borrowing Subsidiary or any Italian Borrowing Subsidiary, such Borrowing Subsidiary shall cease to be a Borrowing Subsidiary hereunderor an Italian Borrowing Subsidiary, as the case may be; provided that no Borrowing Subsidiary Termination will become effective as to any Borrowing Subsidiary or Italian Borrowing Subsidiary (other than to terminate such Borrowing Subsidiary’s its right to make further Borrowings or to obtain further Loans or Letters of Credit under this Agreement) at a time when any principal of or interest on any Loan to such Borrowing Subsidiary or any Letter of Credit issued for the account of such Borrowing Subsidiary shall be outstanding hereunder, unless the obligations of such Borrowing Subsidiary in respect of such Loan or Letter of Credit shall have been assumed by another Borrower. In the event that any Borrowing Subsidiary shall cease to be a Subsidiary, the Borrower Agent will promptly execute and deliver to the Administrative Agent a Borrowing Subsidiary Termination terminating its status as a Borrowing Subsidiary and, if applicable, an Italian Borrowing Subsidiary, subject to the proviso in the immediately preceding sentence. Promptly following receipt of any Borrowing Subsidiary Agreement or Borrowing Subsidiary Termination, the Administrative Agent shall send a copy thereof to each Lender.

Borrowing Subsidiaries. Within two Business Days after The Company may designate any Wholly Owned Subsidiary of the Company as a Borrowing Subsidiary under the Commitments; provided that if such Person shall be a Foreign Subsidiary, the Administrative Agent shall be reasonably satisfied that the Lenders may make loans and other extensions of credit to such Person in such Person’s jurisdiction in compliance with applicable laws and regulations and without being subject to any additional unreimbursed or unindemnified Tax or other expense. Upon the receipt by the Administrative Agent of a Borrowing Subsidiary Agreement executed by such a Wholly Owned Subsidiary and the Company, the Administrative Agent such Wholly Owned Subsidiary shall deliver to each Lender a notice of such request to become be a Borrowing Subsidiary under this Agreement. If the designation of such Borrowing Subsidiary obligates the Administrative Agent or a Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Administrative Agent or such Lender shall deliver to the Company, (a) within five Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Domestic Subsidiary or (b) within 10 Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Foreign Subsidiary, a request to that effect, and the Company shall, promptly upon receipt of such request, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or such Lender in order for the Administrative Agent or such Lender to carry out and comply with the requirements of the USA PATRIOT Act or any other applicable laws and regulations, and, unless the results of such inquiry conflict with the requirements of such laws and regulations, or if no such request by the Administrative Agent or any Lender is made within the time period set forth above, such Borrowing Subsidiary shall become a party hereto and a Borrower hereunder with the same effect as if it had been an original party to this Agreement. Notwithstanding the foregoing, no A Subsidiary shall become cease to be a Borrower Borrowing Subsidiary if it hereunder at such time as no Loans, fees or any other amounts due in connection therewith pursuant to the terms hereof shall be unlawful for such Subsidiary to become a Borrower hereunder or for any Lender to make Loans or otherwise extend credit outstanding to such Subsidiary as provided herein or for any Issuing Bank to issue Letters of Credit for the account of and such Subsidiary. Upon the execution by Subsidiary and the Company shall have executed and a Borrowing Subsidiary and delivery delivered to the Administrative Agent of a Borrowing Subsidiary Termination with respect Termination; provided that, notwithstanding anything herein to such Borrowing Subsidiarythe contrary, such no Borrowing Subsidiary shall cease to be a Borrowing Subsidiary hereunder; provided that solely because it no longer is a Wholly Owned Subsidiary of the Company so long as such Borrowing Subsidiary and the Company shall not have executed and delivered to the Administrative Agent a Borrowing Subsidiary Termination will become effective as to any Borrowing Subsidiary (other than to terminate such Borrowing Subsidiary’s right to obtain further Loans or Letters and the Guarantors’ guarantee of Credit under this Agreement) at a time when any principal of or interest on any Loan to such Borrowing Subsidiary or any Letter of Credit issued for the account Borrower Obligations of such Borrowing Subsidiary shall be outstanding hereunder. Promptly following receipt of any Borrowing Subsidiary Termination, the Administrative Agent shall send a copy thereof pursuant to each LenderSection 11.16 has not been released.

Borrowing Subsidiaries. Within two Business Days after the receipt The Company may at any time and from time to time designate any Subsidiary as a Borrowing Subsidiary by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by a such Subsidiary and the Company. As soon as practicable upon receipt thereof, the Administrative Agent shall deliver to each Lender post a notice of such request to become a Borrowing Subsidiary under this Agreement. If the designation copy of such Borrowing Subsidiary obligates Agreement for review by the Administrative Agent or a Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Administrative Agent or such Lender shall deliver to the Company, (a) within five Business Days after the receipt of such a Lenders. Each Borrowing Subsidiary Agreement in respect of a Domestic Subsidiary or (b) within shall become effective on the date 10 Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Foreign Subsidiary, a request to that effect, and the Company shall, promptly upon receipt of such request, supply such documentation and other evidence as is reasonably requested it has been posted by the Administrative Agent (but in no event before the fifth Business Day after the receipt by any Lender of any information reasonably requested by it under the USA Patriot Act or other “know-your-customer” laws not later than the third Business Day after the posting date of such Lender in order for Borrowing Subsidiary Agreement), unless prior thereto the Administrative Agent or such Lender to carry out and comply with the requirements of the USA PATRIOT Act or any other applicable laws and regulations, and, unless the results of such inquiry conflict with the requirements of such laws and regulations, or if no such request by the Administrative Agent or shall have received 94 written notice from any Lender (a) that it is made within the time period set forth above, such Borrowing Subsidiary shall become a party hereto and a Borrower hereunder with the same effect as if it had been an original party to this Agreement. Notwithstanding the foregoing, no Subsidiary shall become a Borrower Subsidiary if it shall be unlawful under Federal or applicable state or foreign law for such Subsidiary to become a Borrower hereunder or for any Lender to make Loans or otherwise extend credit to or do business with such Subsidiary as provided herein or (b) solely with respect to such Subsidiaries that are organized under the laws of a jurisdiction outside of the United States of America, that such Lender is restricted by operational or administrative procedures or other applicable internal policies from extending credit under this Agreement to Persons in the jurisdiction in which such Subsidiary is located (a “Notice of Objection”), in which case such Borrowing Subsidiary Agreement shall not become effective until such time as such Lender withdraws such Notice of Objection or ceases to be a Lender hereunder. Upon the effectiveness of a Borrowing Subsidiary Agreement as provided in the preceding sentence, the applicable Subsidiary shall for all purposes of this Agreement be a Borrowing Subsidiary and a party to this Agreement. In the event that a Lender submits a Notice of Objection, the Company shall have the right, upon notice to such Lender and the Administrative Agent, to require such Lender to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 10.04) all interests, rights and obligations contained hereunder to another financial institution which shall assume such obligations; provided that (i) no such assignment shall conflict with any Issuing Bank law, rule or regulation or order of any Governmental Authority and (ii) the assignee or the applicable Borrowers, as the case may be, shall pay to issue Letters of Credit for the account affected Lender in immediately available funds on the date of such Subsidiaryassignment the principal of and interest accrued to the date of payment on the Loans made, and participations in L/C Disbursements acquired, by it hereunder and all other amounts accrued for its account or owed to it hereunder. Upon the execution by the Company and a Borrowing Subsidiary and delivery to the Administrative Agent of a Borrowing Subsidiary Termination with respect to such Borrowing Subsidiary, such Borrowing Subsidiary shall cease to be a Borrowing Subsidiary hereunder; provided that no Borrowing Subsidiary Termination will become effective as to any Borrowing Subsidiary (other than to terminate such Borrowing Subsidiary’s right to obtain further Loans or Letters of Credit under this Agreement) at a time when any principal of or interest on any Loan to such Borrowing Subsidiary or any Letter of Credit issued for the account of such Borrowing Subsidiary shall be outstanding hereunder. Promptly following receipt of any Borrowing Subsidiary Termination, the Administrative Agent shall send a copy thereof to each Lender.

Borrowing Subsidiaries. Within two The Company may at any time or from time to time, upon not less than five (5) Business Days after the receipt by Days' written notice to the Administrative Agent and the Banks, add as a party to this Agreement any Subsidiary of the Company to be a "Borrowing Subsidiary" hereunder by causing such Subsidiary to execute and deliver a duly completed Assumption Letter substantially in the form of Exhibit B to the Administrative Agent and the Banks, with the written consent of the Company included therein. If any Bank (a "Protesting Bank") shall notify the Company and the Administrative Agent in writing that it may not legally lend to, establish credit for the account of and/or do business with such applicant Borrowing Subsidiary, then the Company shall, effective on or before the date that such applicant Borrowing Subsidiary shall have the right to borrow hereunder, either (A) notify the Administrative Agent and such Protesting Bank that the rights and obligations of such Protesting Bank shall be assigned to an eligible assignee pursuant to Section 2.04(b) or (B) cancel its request to designate such Subsidiary as a "Borrower Subsidiary" hereunder. Upon the execution and delivery of a duly completed Assumption Letter substantially in the form of Exhibit B to the Administrative Agent and satisfaction and satisfaction of the conditions set forth in Section 3.03, such Subsidiary shall for all purposes be a party hereto as a Borrowing Subsidiary Agreement as fully as if it had executed by a and delivered this Agreement. So long as the principal of and interest on all Advances made to any Borrowing Subsidiary and the Company, the Administrative Agent shall deliver to each Lender a notice of all other amounts due and owing by such request to become a Borrowing Subsidiary under this Agreement. If the designation of such Borrowing Subsidiary obligates the Administrative Agent or a Lender to comply with “know your customer” or similar identification procedures Agreement shall have been paid in circumstances where the necessary information is not already available to it, the Administrative Agent or such Lender shall deliver to the Company, (a) within five Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Domestic Subsidiary or (b) within 10 Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Foreign Subsidiary, a request to that effect, full and the Company shall, promptly upon receipt of such request, supply such documentation and all other evidence as is reasonably requested by the Administrative Agent or such Lender in order for the Administrative Agent or such Lender to carry out and comply with the requirements of the USA PATRIOT Act or any other applicable laws and regulations, and, unless the results of such inquiry conflict with the requirements of such laws and regulations, or if no such request by the Administrative Agent or any Lender is made within the time period set forth above, such Borrowing Subsidiary shall become a party hereto and a Borrower hereunder with the same effect as if it had been an original party to this Agreement. Notwithstanding the foregoing, no Subsidiary shall become a Borrower Subsidiary if it shall be unlawful for such Subsidiary to become a Borrower hereunder or for any Lender to make Loans or otherwise extend credit to such Subsidiary as provided herein or for any Issuing Bank to issue Letters of Credit for the account of such Subsidiary. Upon the execution by the Company and a Borrowing Subsidiary and delivery to the Administrative Agent of a Borrowing Subsidiary Termination with respect to such Borrowing Subsidiary, such Borrowing Subsidiary shall cease to be a Borrowing Subsidiary hereunder; provided that no Borrowing Subsidiary Termination will become effective as to any Borrowing Subsidiary (other than to terminate such Borrowing Subsidiary’s right to obtain further Loans or Letters of Credit under this Agreement) at a time when any principal of or interest on any Loan to such Borrowing Subsidiary or any Letter of Credit issued for the account obligations of such Borrowing Subsidiary shall be outstanding hereunder. Promptly following receipt of any have been fully performed, such Borrowing Subsidiary Terminationmay, by not less than five (5) Business Days' prior notice to the Administrative Agent (which shall send promptly notify the Banks thereof), terminate its status as a copy thereof to each Lender"Borrowing Subsidiary."

Borrowing Subsidiaries. Within two The Company may designate any Wholly Owned Subsidiary of the Company as a Borrowing Subsidiary under any of the Revolving Commitments; provided that, promptly upon receiving such designation, the General Administrative Agent shall post a notice to the Lenders of the applicable Class of such proposed designation and shall not have received, within five Business Days after of such notice, written notice from any such Lender that it may not make loans and other extensions of credit to such Person in the applicable Currency or Currencies in such Person’s jurisdiction in compliance with applicable laws and regulations and without being subject to any unreimbursed or unindemnified Tax or other expense. Upon the receipt by the General Administrative Agent of a Borrowing Subsidiary Agreement executed by such a Wholly Owned Subsidiary and the Company, the Administrative Agent such Wholly Owned Subsidiary shall deliver to each Lender a notice of such request to become be a Borrowing Subsidiary under this Agreement. If the designation of such Borrowing Subsidiary obligates the Administrative Agent or a Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Administrative Agent or such Lender shall deliver to the Company, (a) within five Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Domestic Subsidiary or (b) within 10 Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Foreign Subsidiary, a request to that effect, and the Company shall, promptly upon receipt of such request, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or such Lender in order for the Administrative Agent or such Lender to carry out and comply with the requirements of the USA PATRIOT Act or any other applicable laws and regulations, and, unless the results of such inquiry conflict with the requirements of such laws and regulations, or if no such request by the Administrative Agent or any Lender is made within the time period set forth above, such Borrowing Subsidiary shall become a party hereto and a Borrower hereunder with the same effect as if it had been an original party to this Agreement. Notwithstanding the foregoing, no A Subsidiary shall become cease to be a Borrower Borrowing Subsidiary if it hereunder at such time as no Loans, fees or any other amounts due in connection therewith pursuant to the terms hereof shall be unlawful for such Subsidiary to become a Borrower hereunder or for any Lender to make Loans or otherwise extend credit outstanding to such Subsidiary as provided herein or for any Issuing Bank to issue Letters of Credit for the account of and such Subsidiary. Upon the execution by Subsidiary and the Company shall have executed and delivered to the General Administrative Agent a Borrowing Subsidiary and delivery Termination; provided that, notwithstanding anything herein to the Administrative Agent of a Borrowing Subsidiary Termination with respect to such Borrowing Subsidiarycontrary, such no Borrowing Subsidiary shall cease to be a Borrowing Subsidiary hereunder; provided that solely because it no longer is a Wholly Owned Subsidiary of the Company so long as such Borrowing Subsidiary and the Company shall not have executed and delivered to the General Administrative Agent a Borrowing Subsidiary Termination will become effective as to any Borrowing Subsidiary (other than to terminate such Borrowing Subsidiaryand the Company’s right to obtain further Loans or Letters guarantee of Credit under this Agreement) at a time when any principal of or interest on any Loan to such Borrowing Subsidiary or any Letter of Credit issued for the account Borrower Obligations of such Borrowing Subsidiary shall be outstanding hereunder. Promptly following receipt of any pursuant to Section 13.16 has not been released; provided further that in the event that (a) a Borrowing Subsidiary Terminationceases to be a Wholly Owned Subsidiary of the Company, the Administrative Agent such Borrowing Subsidiary shall send not be entitled to request new Loans hereunder, and (b) a copy thereof Borrowing Subsidiary ceases to each Lenderbe a Subsidiary, all outstanding Loans owed by such Borrowing Subsidiary shall become immediately due and payable.

Borrowing Subsidiaries. Within two The Company may designate any Subsidiary that is a wholly owned Domestic Subsidiary of the Company as a Borrowing Subsidiary upon five (5) Business Days after Days’ notice to the Administrative Agent and the Lenders (such notice to include the name, primary business address and tax identification number of such proposed Borrowing Subsidiary). Upon (i) the Lenders’ receipt of documentation (including, to the extent such proposed Borrowing Subsidiary qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to such Subsidiary) and other information required by regulatory authorities under applicable “know-your-customer” rules and regulations, including the Patriot Act, and (ii) proper notice and receipt by the Administrative Agent of such agreements, documents and legal opinions as the Administrative Agent may reasonably request and subject to the Administrative Agent’s determining in consultation with the Lenders that designating such Subsidiary as a Borrowing Subsidiary Agreement executed by a Subsidiary and the Company, the Administrative Agent shall deliver to each Lender a notice of such request to become a Borrowing Subsidiary under this Agreement. If the designation of such Borrowing Subsidiary obligates the Administrative Agent or a Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is would not already available to it, the Administrative Agent or such Lender shall deliver to the Company, (a) within five Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Domestic Subsidiary or (b) within 10 Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Foreign Subsidiary, a request to that effect, and the Company shall, promptly upon receipt of such request, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or such Lender in order for the Administrative Agent or such Lender to carry out and comply with the requirements of the USA PATRIOT Act or any other applicable laws and regulations, and, unless the results of such inquiry conflict with the requirements of such laws and regulations, or if no such request by the Administrative Agent or any Lender is made within the time period set forth above, such Borrowing Subsidiary shall become a party hereto and a Borrower hereunder with the same effect as if it had been an original party to this Agreement. Notwithstanding the foregoing, no Subsidiary shall become a Borrower Subsidiary if it shall be unlawful for such Subsidiary to become a Borrower hereunder or for cause any Lender to make Loans suffer any economic, legal or otherwise extend credit to regulatory disadvantage, such Subsidiary as provided herein or for any Issuing Bank to issue Letters of Credit for the account of such Subsidiary. Upon the execution by the Company and shall be a Borrowing Subsidiary and delivery a party to this Agreement and the Administrative Agent of a Borrowing Subsidiary Termination with respect to such Borrowing Subsidiary, such Borrowing other Loan Documents. A Subsidiary shall cease to be a Borrowing Subsidiary hereunderhereunder at such time as the Company gives notice to the Administrative Agent and the Lenders of its intention to terminate such Subsidiary as a Borrowing Subsidiary; provided that no Borrowing Subsidiary Termination will become any such termination shall not be effective as to any Borrowing Subsidiary (other than to terminate such Borrowing Subsidiary’s right to make further Borrowings or, except to the extent such Subsidiary remains a Loan Party after such termination, to obtain further Loans or Letters of Credit under this AgreementCredit) at and such Subsidiary shall remain a Borrowing Subsidiary until such time when any principal of or interest on any Loan as all Loans to such Borrowing Subsidiary or any and accrued interest thereon and all other amounts then due from such Borrowing Subsidiary have been paid in full and, unless such Subsidiary shall remain a Loan Party after such termination, no Letter of Credit issued for the account of such Borrowing Subsidiary shall be outstanding hereunder. Promptly following receipt of any Borrowing Subsidiary Termination, the Administrative Agent shall send a copy thereof to each Lenderoutstanding.

Borrowing Subsidiaries. Within two Business Days after the receipt The Company may at any time and from time to time designate any Subsidiary as a Borrowing Subsidiary by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by a such Subsidiary and the Company; provided, the Administrative Agent shall deliver to each Lender a notice of such request to become that, no Subsidiary may be designated as a Borrowing Subsidiary under this Agreement. If the designation of such Borrowing Subsidiary obligates the Administrative Agent or a Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Administrative Agent or such Lender shall deliver to the Company, (a) within five Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Domestic Subsidiary or (b) within 10 Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Foreign Subsidiary, a request to that effect, and the Company shall, promptly upon receipt of such request, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or such Lender in order for the Administrative Agent or such Lender to carry out and comply with the requirements of the USA PATRIOT Act or any other applicable laws and regulations, and, unless the results of such inquiry conflict with the requirements of such laws and regulations, or if no such request by the Administrative Agent or any Lender is made within the time period set forth above, such Borrowing Subsidiary shall become a party hereto and a Borrower borrow hereunder with the same effect as if it had been an original party to this Agreement. Notwithstanding the foregoing, no Subsidiary shall become a Borrower Subsidiary if it shall be unlawful for such Subsidiary so to become a Borrower hereunder 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 Borrowing Subsidiary Agreement to the Lenders. Each Borrowing Subsidiary Agreement shall become effective on the date five 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 after the posting date of such Borrowing Subsidiary Agreement under the Patriot Act, other “know-your-customer” laws or the Beneficial Ownership Regulation), 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 for any Issuing Bank (b) that such Lender is restricted by operational or administrative procedures or other applicable internal policies from extending credit under this Agreement to issue Letters Persons in the jurisdiction in which such Subsidiary is located (a “Notice of Credit for the account Objection”), in which case such Borrowing Subsidiary Agreement shall not become effective until such time as such Lender withdraws such Notice of such SubsidiaryObjection or ceases to be a Lender hereunder pursuant to Section 2.18(b). Upon the execution by effectiveness of a Borrowing Subsidiary Agreement as provided in the Company and preceding sentence, the applicable Subsidiary shall for all purposes of this Agreement be a Borrowing Subsidiary and delivery a party to this Agreement until the Company shall have executed and delivered to the Administrative Agent of a Borrowing Subsidiary Termination with respect to such Borrowing Subsidiary, whereupon such Borrowing Subsidiary shall cease to be a Borrowing Subsidiary hereunder; provided that and a party to this Agreement. Notwithstanding the preceding sentence, no Borrowing Subsidiary Termination will become effective as to any Borrowing Subsidiary (other than to terminate such Borrowing Subsidiary’s right to obtain further Loans or Letters of Credit under this Agreement) at a time when any principal of or interest on any Loan to such Borrowing Subsidiary or any Letter of Credit issued for shall be outstanding hereunder; provided, that, such Borrowing Subsidiary Termination shall be effective to terminate the account right of such Borrowing Subsidiary shall be outstanding hereunder. Promptly following receipt of any Borrowing Subsidiary Termination, the Administrative Agent shall send a copy thereof to each Lendermake further Borrowings under this Agreement.

Borrowing Subsidiaries. Within two Business Days On or after the receipt Restatement Date, the Company may designate any Subsidiary of the Company as a Borrowing Subsidiary by delivery to the Administrative Agent and the Lenders of a Borrowing Subsidiary Agreement executed by a such Subsidiary and the CompanyCompany and consented to by all of the Lenders if required by Section 9.02, the Administrative Agent shall deliver to each Lender a notice of such request to become a Borrowing Subsidiary under this Agreement. If the designation of such Borrowing Subsidiary obligates the Administrative Agent or a Lender to comply along with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Administrative Agent or such Lender shall deliver to the Company, (a) within five Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Domestic Subsidiary or (b) within 10 Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Foreign Subsidiary, a request to that effect, and the Company shall, promptly upon receipt of such request, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or such any Lender in order for the Administrative Agent or such Lender to carry out and comply be satisfied it has complied with the requirements of the USA PATRIOT Act all necessary “know your customer’ or any other similar checks under all applicable laws and regulations. Upon the date five Business Days following such delivery and consent, andif required, unless of the results of executed Borrowing Subsidiary Agreement and such inquiry conflict with the requirements of such laws documentation and regulations, or if no such request evidence reasonably requested by the Administrative Agent or any Lender is made within the time period set forth aboveLender, such Subsidiary shall for all purposes of this Agreement be a Borrowing Subsidiary shall become a party hereto and a Borrower hereunder with the same effect as if it had been an original party to this Agreement. Notwithstanding the foregoing; provided that during such five Business Day period, no Subsidiary shall become a Borrower Subsidiary if it shall be unlawful for such Subsidiary may request a Borrowing pursuant to become Section 2.03 if (x) the date of the proposed Borrowing is outside of such five Business Day period and (y) in the case of a Borrower hereunder or for any Lender to make Loans or otherwise extend credit to proposed Eurocurrency Borrowing, such Subsidiary as has provided herein or for any Issuing Bank to issue Letters of Credit the Administrative Agent, for the account benefit of such Subsidiarythe Lenders, an executed LIBO Rate indemnity letter in form and substance reasonably acceptable to the Administrative Agent. Upon the execution by the Company and a Borrowing Subsidiary and delivery to the Administrative Agent of a Borrowing Subsidiary Termination with respect to such any Borrowing Subsidiary, such Borrowing Subsidiary shall cease to be a Borrowing Subsidiary hereunderand a party to this Agreement; provided that no Borrowing Subsidiary Termination will become effective as to any Borrowing Subsidiary (other than to terminate such Borrowing Subsidiary’s right to obtain make further Loans or Letters of Credit Borrowings under this Agreement) at a time when any principal of or interest on any Loan to such Borrowing Subsidiary or any Letter of Credit issued for the account of such Borrowing Subsidiary shall be outstanding hereunder. Promptly following receipt of any Borrowing Subsidiary Agreement or Borrowing Subsidiary Termination, the Administrative Agent shall send a copy thereof to each Lender.

Borrowing Subsidiaries. Within two The Company may designate any Restricted Subsidiary that is (i) a Wholly Owned Subsidiary of the Company and (ii) a Manufacturing Subsidiary, as a Borrowing Subsidiary upon ten Business Days after notice, or shorter notice if acceptable to the Administrative Agent, to the Administrative Agent and the Lenders (such notice to include the name, primary business address and tax identification number of such proposed Borrowing Subsidiary). Upon proper notice and receipt by the Administrative Agent of a Borrowing Subsidiary Agreement executed by a Subsidiary such documents and the Company, legal opinions as the Administrative Agent shall deliver in consultation with all the Lenders may reasonably request (including a legal opinion that no withholding Tax is applicable with respect to each Lender a notice of any payment made by such request Restricted Subsidiary and, with respect to become a Borrowing any Restricted Subsidiary under this Agreement. If the designation of such Borrowing Subsidiary obligates the Administrative Agent or a Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information that is not already available to it, the Administrative Agent or such Lender shall deliver to the Company, (a) within five Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Domestic Subsidiary or (b) within 10 Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Foreign Subsidiary, any documents contemplated to be delivered by such Restricted Subsidiary (and its Restricted Subsidiaries and parent entities) pursuant to 6.9(c) were such Restricted Subsidiary a request to that effect, and new Foreign Subsidiary acquired on the Company shall, promptly upon receipt date of designation of such request, supply such documentation new Borrowing Subsidiary) and other evidence as is reasonably requested by subject to the Administrative Agent or Agent’s determining in consultation with all the Lenders that designating such Lender in order for the Administrative Agent or such Lender to carry out and comply with the requirements of the USA PATRIOT Act or any other applicable laws and regulations, and, unless the results of such inquiry conflict with the requirements of such laws and regulations, or if no such request by the Administrative Agent or any Lender is made within the time period set forth above, such Restricted Subsidiary as a Borrowing Subsidiary shall become a party hereto and a Borrower hereunder with the same effect as if it had been an original party to this Agreement. Notwithstanding the foregoing, no Subsidiary shall become a Borrower Subsidiary if it shall be unlawful for such Subsidiary to become a Borrower hereunder or for would not cause any Lender to make Loans suffer any economic, legal or otherwise extend credit regulatory disadvantage (it being understood and agreed that no Lender shall be deemed to suffer any such Subsidiary as provided herein or for any Issuing Bank to issue Letters of Credit for the disadvantage on account of any withholding Tax being applicable to any payment made by such Subsidiary. Upon Restricted Subsidiary to the execution by extent that the Company and applicable Loan Parties agree to treat any such withholding Tax as an Indemnified Tax, in which case no legal opinion that no withholding Tax is applicable shall be required), such Restricted Subsidiary shall be a Borrowing Subsidiary and delivery a party to this Agreement and the Administrative Agent of a Borrowing Subsidiary Termination with respect to such Borrowing Subsidiary, such Borrowing other Loan Documents. A Restricted Subsidiary shall cease to be a Borrowing Subsidiary hereunder; hereunder at such time the Company gives at least ten Business Days prior notice (or, shorter notice if acceptable to the Administrative Agent) to the Administrative Agent and the Lenders of its intention of terminating such Restricted Subsidiary as a Borrowing Subsidiary, provided that no any such termination shall not be effective and such Restricted Subsidiary shall remain a Borrowing Subsidiary Termination will become effective until such time as to any Borrowing Subsidiary (other than to terminate such Borrowing Subsidiary’s right to obtain further Loans or Letters of Credit under this Agreement) at a time when any principal of or interest on any Loan to such Borrowing Subsidiary or any Letter and accrued interest thereon and all other amounts then due from such Borrowing Subsidiary have been paid in full. In this connection, if outstanding Letters of Credit have been issued for the account of a Borrowing Subsidiary but all its Loans and accrued interest thereon have been paid in full, the Company shall be permitted to reallocate such Letters of Credit to another Borrower for the purpose of terminating such Borrowing Subsidiary shall be outstanding hereunder. Promptly following receipt of as a Borrowing Subsidiary, provided that such reallocation would not cause the applicable Issuing Lender to suffer any Borrowing Subsidiary Terminationeconomic, legal or regulatory disadvantage and such reallocation is documented in a manner reasonably satisfactory to the Administrative Agent shall send a copy thereof to each and the Issuing Lender.

Borrowing Subsidiaries. Within two The Company may designate any Wholly Owned Subsidiary of the Company as a Borrowing Subsidiary upon ten Business Days after Days’ notice to the Administrative Agent on behalf of the Lenders (such notice to include the name, primary business address and tax identification number of such proposed Borrowing Subsidiary and any other information reasonably requested by the Administrative Agent pursuant to the Patriot Act or under the Beneficial Ownership Regulation). Upon proper notice and the receipt by the Administrative Agent of a Borrowing Subsidiary Agreement executed by such a Wholly Owned Subsidiary and the Company, such Wholly Owned Subsidiary shall be a Borrowing Subsidiary and a party to this Agreement. A Subsidiary shall cease to be a Borrowing Subsidiary hereunder at such time as no Loans, fees or any other amounts due in connection therewith pursuant to the terms hereof shall be outstanding to such Subsidiary and such Subsidiary and the Company shall have executed and delivered to the Administrative Agent shall deliver to each Lender a notice of such request to become a Borrowing Subsidiary under Termination; provided that, notwithstanding anything herein to the contrary, no Borrowing Subsidiary shall cease to be a Borrowing Subsidiary solely because it no longer is a Wholly Owned Subsidiary of the Company so long as such Borrowing Subsidiary and the Company shall not have executed and delivered to the Administrative Agent a Borrowing Subsidiary Termination and the Company’s guarantee of the Borrowing Subsidiary Obligations of such Borrowing Subsidiary pursuant to SECTION 8.16. has not been released. Following the giving of any notice pursuant to this Agreement. If SECTION 2.19., if the designation of such a Subsidiary as a Borrowing Subsidiary obligates the Administrative Agent or a 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 Administrative Agent or such Lender shall deliver to the Company, (a) within five Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Domestic Subsidiary or (b) within 10 Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Foreign Subsidiary, a request to that effect, and the Company shall, promptly upon receipt the request of such requestthe Administrative Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or such Lender in order for the Administrative Agent or such Lender to carry out and comply be satisfied it has complied with the requirements results of the USA PATRIOT Act all necessary “know your customer” or any other similar checks under all applicable laws and regulations, and, unless regulations (including in the results case of such inquiry conflict with the requirements of such laws and regulations, or if no such request by the Administrative Agent or any Lender is made within the time period set forth above, such Borrowing Subsidiary shall become that qualifies as a party hereto and a Borrower hereunder with “legal entity customer” under the same effect as if it had been an original party to this Agreement. Notwithstanding Beneficial Ownership Regulation the foregoing, no Subsidiary shall become a Borrower Subsidiary if it shall be unlawful for such Subsidiary to become a Borrower hereunder or for any Lender to make Loans or otherwise extend credit to such Subsidiary as provided herein or for any Issuing Bank to issue Letters of Credit for the account of such Subsidiary. Upon the execution by the Company and a Borrowing Subsidiary and delivery to the Administrative Agent of a Borrowing Subsidiary Termination Beneficial Ownership Certificate with respect to such Borrowing Subsidiary). If the Company shall designate as a Borrowing Subsidiary hereunder any Subsidiary not organized under the laws of the United States or any State thereof, any Lender unable to lend to such Borrowing Subsidiary due to applicable law, regulation or such Lender’s internal policies may, with prior written notice to the Administrative Agent and the Company, fulfill its Commitment by causing an Affiliate of such Lender organized in the same jurisdiction as such Subsidiary or another foreign jurisdiction agreed to by such Lender and the Company, to act as the Lender in respect of such Borrowing Subsidiary, and such Lender shall, to the extent of Loans made to such Borrowing Subsidiary, be deemed for all purposes hereof to have satisfied its Commitment hereunder in respect of such Borrowing Subsidiary. As soon as practicable after receiving notice from the Company or the Administrative Agent of the Company’s intent to designate a Subsidiary as a Borrowing Subsidiary, and in any event no later than five Business Days after the delivery of such notice, for a Borrowing Subsidiary that is organized under the laws of a jurisdiction other than of the United States or a political subdivision thereof, any Lender that may not lend to, establish credit for the account of and/or do any business whatsoever with such Subsidiary directly or through an Affiliate of such Lender as provided in the immediately preceding paragraph (a “Protesting Lender”) shall so notify the Company and the Administrative Agent in writing. With respect to each Protesting Lender, the Company shall, effective on or before the date that such Borrowing Subsidiary shall cease have the right to borrow hereunder, either (A) notify the Administrative Agent and such Protesting Lender that the Commitment of such Protesting Lender shall be terminated and replaced with the Commitments of one or more other Lenders or assignees which agree to provide such replacement Commitments (in each case selected by the Company and approved by the Administrative Agent, such approval not to be a Borrowing Subsidiary hereunderunreasonably withheld); provided that no Borrowing Subsidiary Termination will become effective as such Protesting Lender shall have received payment of an amount equal to any the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee(s) (to the extent of such outstanding principal and accrued interest and fees) or the Company or the relevant Borrowing Subsidiary (in the case of all other than amounts), (B) cancel its request to terminate designate such Subsidiary as a “Borrowing Subsidiary’s right ” hereunder or (C) with the written consent of the Administrative Agent, effect such changes to obtain further Loans or Letters the provisions of Credit under this Agreement) at ARTICLE II as it and the Administrative Agent reasonably believes are appropriate in order for such provisions to operate in a time when any principal customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of or interest on any Loan its subsidiaries, with the intention of providing procedures for the Lenders who are so able and willing to extend credit to such Borrowing Subsidiary or any Letter of Credit issued and for the account of other Lenders not to be required to do so (it being understood that prior to effecting any such Borrowing Subsidiary shall be outstanding hereunder. Promptly following receipt of any Borrowing Subsidiary Terminationchanges, the Administrative Agent shall send a copy give all Lenders at least five Business Days’ notice thereof and an opportunity to each Lendercomment thereon). As of the Effective Date there are no Borrowing Subsidiaries.

Borrowing Subsidiaries. Within two (a) The Company, with the consent of the Agent (which shall not be unreasonably withheld), may designate any Material Foreign Subsidiary as a Borrowing Subsidiary; provided that all Banks must legally be able to make Loans to such Material Foreign Subsidiary. Upon not less than five (5) Business Days after Days’ prior notice, and upon the receipt and execution by the Administrative Agent of a duly executed Borrowing Subsidiary Agreement, such Subsidiary shall be a Borrowing Subsidiary and a party to this Agreement. (b) The obligation of each Bank to make its first Loan to any Borrowing Subsidiary is subject to the satisfaction of the condition that the Agent shall have received the following: (i) all documents as shall reasonably demonstrate the existence of such Borrowing Subsidiary, the corporate power and authority of such Borrowing Subsidiary to enter into, and the validity with respect to such Borrowing Subsidiary of, this Agreement executed and the other Loan Documents to which it is a party and any other matters relevant hereto (including an opinion of counsel), all in form and substance satisfactory to the Agent; and (ii) any governmental and third party approvals necessary or advisable in connection with the execution, delivery and performance of this Agreement by the Borrowing Subsidiary and any documents that any Bank is required to obtain under any governmental law, rule or regulation, including the Patriot Act. (c) Each Borrowing Subsidiary hereby irrevocably appoints and authorizes the Company to take such action and deliver and receive notices hereunder as agent on its behalf and to exercise such powers under this Agreement as delegated to it by the terms hereof, together with all such powers as are reasonably incidental thereof. In furtherance of and not in limitation of the foregoing, for administrative convenience of the parties hereto, the Agent and the Banks shall send all notices and communications to be sent to any Borrowing Subsidiary solely to the Company and may rely solely upon the Company to receive all such notices and other communications for and on behalf of each Borrowing Subsidiary. No Person other than the Company (and its authorized officers and employees) may act as agent for any Borrowing Subsidiary hereunder without the written consent of the Agent. (d) Each Loan made to a Borrowing Subsidiary and interest thereon shall be the Obligation of such Borrowing Subsidiary and the Company, guarantied by the Administrative Company pursuant to Article XI hereof. Notwithstanding anything to the contrary in this Agreement, unless expressly so provided in a Loan Document other than this Agreement entered by any Borrowing Subsidiary, no Borrowing Subsidiary shall have any obligations or liabilities in respect of any Obligations of any other Borrowing Subsidiary or the Company. The Company, the Agent shall deliver and the Banks agree that due to each Lender a notice difficulties of such request apportionment thereof, all Obligations other than principal and interest on Loans made to become a Borrowing Subsidiary under this Agreement. If shall be Obligations of the designation of such Borrowing Subsidiary obligates the Administrative Agent or a Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Administrative Agent or such Lender shall deliver to the Company, (a) within five Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Domestic Subsidiary or (b) within 10 Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Foreign Subsidiary, a request to that effectCompany only, and the Company shall, promptly upon receipt not of such request, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or such Lender in order for the Administrative Agent or such Lender to carry out and comply with the requirements of the USA PATRIOT Act or any other applicable laws and regulations, and, unless the results of such inquiry conflict with the requirements of such laws and regulations, or if no such request by the Administrative Agent or any Lender is made within the time period set forth above, such Borrowing Subsidiary shall become a party hereto and a Borrower hereunder with the same effect as if it had been an original party to this Agreement. Notwithstanding the foregoing, no Subsidiary shall become a Borrower Subsidiary if it shall be unlawful for such Subsidiary to become a Borrower hereunder or for any Lender to make Loans or otherwise extend credit to such Subsidiary as provided herein or for any Issuing Bank to issue Letters of Credit for the account of such Subsidiary. Upon the execution by the Company and a Borrowing Subsidiary and delivery to the Administrative Agent of a Borrowing Subsidiary Termination with respect to such Borrowing Subsidiary, such Borrowing Subsidiary shall cease to be a Borrowing Subsidiary hereunder; provided that no Borrowing Subsidiary Termination will become effective as to any Borrowing Subsidiary (other than whether or not such Obligations are related to terminate such Loans made to a Borrowing Subsidiary’s right to obtain further Loans or Letters of Credit under this Agreement) at a time when any principal of or interest on any Loan to such Borrowing Subsidiary or any Letter of Credit issued for the account of such Borrowing Subsidiary shall be outstanding hereunder. Promptly following receipt of any Borrowing Subsidiary Termination, the Administrative Agent shall send a copy thereof to each Lender).

Borrowing Subsidiaries. Within two On or after the date hereof, the Company may designate, with written notice to the Lenders not less than five Business Days after (or, in the receipt case of a non-U.S. domiciled Subsidiary, not less than ten Business Days) prior to the date of such designation and with the consent of the Administrative Agent (and, solely with respect to the designation of a Foreign Subsidiary Borrower, each Lender), certain Subsidiaries as a Borrowing Subsidiary by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by a such Subsidiary and the Company, and upon such delivery such Subsidiary shall for all purposes of this Agreement be a Borrowing Subsidiary and a party to this Agreement. The Company may cause any Borrowing Subsidiary to cease to be a party to this Agreement by executing and delivering to the Administrative Agent shall deliver to each Lender a notice of such request to become a Borrowing Subsidiary under this Agreement. If the designation of Termination, whereupon such Borrowing Subsidiary obligates the Administrative Agent or a Lender shall cease to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Administrative Agent or such Lender shall deliver to the Company, (a) within five Business Days after the receipt of such be a Borrowing Subsidiary Agreement in respect of a Domestic Subsidiary or (b) within 10 Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Foreign Subsidiary, a request to that effect, and the Company shall, promptly upon receipt of such request, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or such Lender in order for the Administrative Agent or such Lender to carry out and comply with the requirements of the USA PATRIOT Act or any other applicable laws and regulations, and, unless the results of such inquiry conflict with the requirements of such laws and regulations, or if no such request by the Administrative Agent or any Lender is made within the time period set forth above, such Borrowing Subsidiary shall become a party hereto and a Borrower hereunder with the same effect as if it had been an original party to this Agreement. Notwithstanding the foregoing, no Subsidiary shall become a Borrower Subsidiary if it shall be unlawful for such Subsidiary to become a Borrower hereunder or for any Lender to make Loans or otherwise extend credit to such Subsidiary as provided herein or for any Issuing Bank to issue Letters of Credit for the account of such Subsidiary. Upon the execution by the Company and a Borrowing Subsidiary and delivery to the Administrative Agent of a Borrowing Subsidiary Termination with respect to such Borrowing Subsidiary, such Borrowing Subsidiary shall cease to be a Borrowing Subsidiary hereunder; provided that no Borrowing Subsidiary Termination will become effective as to any Borrowing Subsidiary (other than to terminate such Borrowing Subsidiary’s right to obtain further Loans or Letters of Credit under this Agreement) at a time when any principal of or interest on any Loan made directly to such Borrowing Subsidiary or any Letter of Credit issued for the account of such Borrowing Subsidiary shall be outstanding hereunder, provided that such Borrowing Subsidiary Termination shall be effective to terminate the right of such Borrowing Subsidiary to make further Borrowings under this Agreement. Promptly following As soon as practicable upon receipt of any a Borrowing Subsidiary TerminationAgreement, the Administrative Agent shall send a copy thereof to each Lender. Notwithstanding anything herein to the contrary, no Subsidiary that has been designated as a Borrowing Subsidiary pursuant to this Section 2.19 shall be permitted to continue as a Borrowing Subsidiary if the Company ceases to own greater than 50% of the Capital Stock (other than directors' qualifying shares) of such Subsidiary, and the Company shall immediately execute and deliver a termination agreement satisfactory to the Administrative Agent, whereupon such entity shall cease to be a Borrower and a party to this Agreement.

Borrowing Subsidiaries. Within two Business Days after the receipt The Company may at any time and from time to time designate any Subsidiary as a Borrowing Subsidiary by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by a such Subsidiary and the Company. As soon as practicable upon receipt thereof, the Administrative Agent shall deliver to each Lender post a notice of such request to become a Borrowing Subsidiary under this Agreement. If the designation copy of such Borrowing Subsidiary obligates Agreement for review by the Administrative Agent or a Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Administrative Agent or such Lender shall deliver to the Company, (a) within five Business Days after the receipt of such a Lenders. Each Borrowing Subsidiary Agreement in respect of a Domestic Subsidiary or (b) within shall become effective on the date 10 Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Foreign Subsidiary, a request to that effect, and the Company shall, promptly upon receipt of such request, supply such documentation and other evidence as is reasonably requested it has been posted by the Administrative Agent or (but in no event before the fifth Business Day after 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 Lender in order for the Administrative Agent or such Lender to carry out and comply with the requirements of Borrowing Subsidiary Agreement under the USA PATRIOT Act or any other applicable “know-your-customer” laws and regulationsif the Borrowing Subsidiary qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, anda Beneficial Ownership Certification, unless the results of such inquiry conflict with the requirements of such laws and regulations, or if no such request by prior thereto the Administrative Agent or shall have received written notice from any Lender (a) that it is made within the time period set forth above, such Borrowing Subsidiary shall become a party hereto and a Borrower hereunder with the same effect as if it had been an original party to this Agreement. Notwithstanding the foregoing, no Subsidiary shall become a Borrower Subsidiary if it shall be unlawful under Federal or applicable state or foreign law for such Subsidiary to become a Borrower hereunder or for any Lender to make Loans or otherwise extend credit to or do business with such Subsidiary as provided herein or (b) solely with respect to any Subsidiary organized under the laws of a jurisdiction outside the United States of America, that such Lender is restricted by internal policies of general applicability from extending credit under this Agreement to Persons in the jurisdiction in which such Subsidiary is located (a “Notice of Objection”), in which case such Borrowing Subsidiary Agreement shall not become effective until such time as such Lender withdraws such Notice of Objection or ceases to be a Lender hereunder. Upon the effectiveness of a Borrowing Subsidiary Agreement as provided in the preceding sentence, the applicable Subsidiary shall for all purposes of this Agreement be a Borrowing Subsidiary and a party to this Agreement. In the event that a Lender submits a Notice of Objection, the Company shall have the right, upon notice to such Lender and the Administrative Agent, to require such Lender to transfer and assign without recourse (in accordance with and subject to the requirements of Section 10.04) all its interests, rights and obligations hereunder to another financial institution which shall assume such obligations; provided that (i) no such assignment shall conflict with any Issuing Bank law, rule or regulation or order of any Governmental Authority and (ii) the assignee or the applicable Borrowers, as the case may be, shall pay to issue Letters of Credit for the account affected Lender in immediately available funds on the date of such Subsidiaryassignment the principal of and interest accrued to the date of payment on the Loans made and participations in L/C Disbursements funded by it hereunder and all other amounts accrued for its account or owed to it hereunder. Upon the execution by the Company and a Borrowing Subsidiary and delivery to the Administrative Agent of a Borrowing Subsidiary Termination with respect to such Borrowing Subsidiary, such Borrowing Subsidiary shall cease to be a Borrowing Subsidiary hereunder; provided that no Borrowing Subsidiary Termination will become effective as to any Borrowing Subsidiary (other than to terminate such Borrowing Subsidiary’s right to obtain further Loans or Letters of Credit under this Agreement) at a time when any principal of or interest on any Loan to such Borrowing Subsidiary or any Letter of Credit issued for the account of such Borrowing Subsidiary shall be outstanding hereunder. Promptly following receipt of any Borrowing Subsidiary Termination, the Administrative Agent shall send a copy thereof to each Lender.. Notwithstanding the foregoing, the designation of any Subsidiary that is organized under the laws of a jurisdiction other than the United States shall not become effective until the applicable provisions of Section 2.19 for delivery of required non-US tax forms shall be amended in such manner, if necessary, as is advisable in the reasonable judgment of the Administrative Agent in view of the tax laws of such jurisdiction or any tax treaty to which such jurisdiction is party. AMERICAS/2023579349.7 88

Borrowing Subsidiaries. Within two Business Days On or after the receipt Effective Date, the Company may designate, subject to the provisions of this paragraph, any wholly-owned Subsidiary as a Borrowing Subsidiary by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by a such Subsidiary and the Company. Promptly following receipt of any Borrowing Subsidiary Agreement (which shall constitute notice by the Company), the Administrative Agent shall deliver make available to each Revolving Lender a notice copy thereof. The effective date of any such designation shall not be less than 10 Business Days following the delivery of such request to become a Borrowing Subsidiary under this Agreementnotice. If the designation of such Borrowing Subsidiary obligates Unless any Revolving Lender shall notify the Administrative Agent or a Lender to comply with “know your customer” or similar identification procedures in circumstances where and the necessary information is not already available to it, the Administrative Agent or such Lender shall deliver to the Company, (a) Company within five 10 Business Days after of the receipt of such a Borrowing Subsidiary Agreement in respect of a Domestic notice (a) that it is unlawful for such Revolving Lender to extend credit to such Subsidiary or (b) within 10 Business Days after that (i) such Revolving Lender is restricted by operational or administrative procedures or other applicable internal policies from extending credit under this Agreement to Persons in the receipt jurisdiction in which such Subsidiary is located and (ii) such Revolving Lender is not making loans or other extensions of credit to any Person located in the jurisdiction in which such Subsidiary is located (or is not making loans or other extensions of credit without provisions not in this Agreement to reflect such procedures or internal policies), such Subsidiary shall for all purposes of this Agreement, upon satisfaction of the conditions set forth in Section 4.03, become a Borrowing Subsidiary Agreement in respect of a Foreign Subsidiary, a request to that effect, and the Company shall, promptly upon receipt of such request, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or such Lender in order for the Administrative Agent or such Lender to carry out and comply with the requirements of the USA PATRIOT Act or any other applicable laws and regulations, and, unless the results of such inquiry conflict with the requirements of such laws and regulations, or if no such request by the Administrative Agent or any Lender is made within the time period set forth above, such Borrowing Subsidiary shall become a party hereto and a Borrower hereunder with the same effect as if it had been an original party to this Agreement. Notwithstanding If any Lender shall notify the foregoingAdministrative Agent and the Company pursuant to the immediately preceding sentence that it is unable to extend credit under this Agreement to Persons in a particular jurisdiction, no Subsidiary and if an amendment to this Agreement would enable it so to extend credit without violating applicable law and in compliance with its applicable policies and procedures, then such Lender shall so advise the Company and the Administrative Agent and endeavor in good faith to agree with the Company and the Administrative Agent on an amendment to this Agreement that would permit it so to extend credit, and upon the effectiveness of such amendment, will withdraw the notice delivered by it pursuant to the second preceding sentence. The parties hereto agree that any amendment referred to in the immediately preceding sentence, if it does not adversely affect the rights or interests of the Lenders, shall become a Borrower Subsidiary effective if it shall be unlawful for is agreed to in writing by such Subsidiary to become a Borrower hereunder or for any Lender to make Loans or otherwise extend credit to such Subsidiary as provided herein or for any Issuing Bank to issue Letters of Credit for Lender, the account of such SubsidiaryAdministrative Agent and the Company. Upon the execution by the Company and a Borrowing Subsidiary and delivery to the Administrative Agent of a Borrowing Subsidiary Termination with respect to such any Borrowing Subsidiary, such Borrowing Subsidiary shall cease to be a Borrowing Subsidiary hereunderhereunder and a party to this Agreement; provided that no Borrowing Subsidiary Termination will become effective as to any Borrowing Subsidiary (other than to terminate such Borrowing Subsidiary’s right to obtain make further Loans or Letters of Credit Borrowings under this Agreement) at a time when any principal of or interest on any Loan to such Borrowing Subsidiary or any Letter of Credit issued for the account of such Borrowing Subsidiary shall be outstanding hereunder. Promptly following receipt of any Borrowing Subsidiary Termination, the Administrative Agent shall send make available to each Revolving Lender a copy thereof to each Lenderthereof.

Borrowing Subsidiaries. Within two (a) Anixter may at any time, upon not less than 15 Business Days after Days’ notice from Anixter to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), designate any Foreign Subsidiary as a Borrowing Subsidiary with the consent of the Administrative Agent. Upon the receipt by the Administrative Agent of (i) a Borrowing Subsidiary Agreement in the form of Exhibit C-1 executed by such Foreign Subsidiary, Anixter and the Administrative Agent, (ii) all documents as shall reasonably demonstrate the existence of such Foreign Subsidiary, the corporate power and authority of such Borrowing Subsidiary to enter into and the validity with respect to such Foreign Subsidiary of this Agreement and the other Loan Documents and any other matters relevant hereto (including an opinion of counsel), all in form and substance satisfactory to the Administrative Agent, and (iii) any governmental and third party approvals necessary or advisable in connection with the execution, delivery and performance of this Agreement by such Foreign Subsidiary, such Subsidiary shall be a Borrowing Subsidiary and a party to this Agreement. If the CompanyAdministrative Agent agrees that such Foreign Subsidiary shall be entitled to receive Loans hereunder, then promptly following receipt of all such requested resolutions, incumbency certificates, opinions of counsel and other documents or information, the Administrative Agent shall deliver to each Lender send a notice of to Anixter and the Lenders specifying the effective date upon which such request to become Foreign Subsidiary shall constitute a Borrowing Subsidiary under for purposes hereof, whereupon each of the Lenders agrees to permit such Borrowing Subsidiary to receive Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Borrowing Subsidiary otherwise shall be a Borrower for all purposes of this Agreement. If the designation ; provided that no Borrowing Notice or Letter of Credit Application may be submitted by or on behalf of such Borrowing Subsidiary obligates until the Administrative Agent or a Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Administrative Agent or such Lender shall deliver to the Company, (a) within date five Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Domestic Subsidiary or effective date. (b) within 10 Business Days after the receipt The obligation of such a Borrowing Subsidiary Agreement in respect of a Foreign Subsidiary, a request to that effect, and the Company shall, promptly upon receipt of such request, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or such Lender in order for the Administrative Agent or such Lender to carry out and comply with the requirements of the USA PATRIOT Act or any other applicable laws and regulations, and, unless the results of such inquiry conflict with the requirements of such laws and regulations, or if no such request by the Administrative Agent or any Lender is made within the time period set forth above, such Borrowing Subsidiary shall become a party hereto and a Borrower hereunder with the same effect as if it had been an original party to this Agreement. Notwithstanding the foregoing, no Subsidiary shall become a Borrower Subsidiary if it shall be unlawful for such Subsidiary to become a Borrower hereunder or for any Lender to make Loans or otherwise extend credit to a Loan on the occasion of the first Borrowing from such Subsidiary as provided herein or for any Issuing Bank to issue Letters of Credit for the account of such Subsidiary. Upon the execution Lender by the Company and a Borrowing Subsidiary and delivery is subject to the Administrative Agent Agent’s receipt of and satisfaction with the documents and other deliverables described in clause (a) above and a Borrowing Subsidiary Termination with respect Note (if required by such Lender) in the applicable form payable to such Lender signed by such Borrowing Subsidiary. (c) The Obligations of all Foreign Subsidiaries that are Borrowing Subsidiaries shall be several in nature. (d) Each Borrowing Subsidiary hereby irrevocably appoints Anixter as its agent for all purposes relevant to this Agreement and each of the other Loan Documents, including (i) the giving and receipt of notices, (ii) the execution and delivery of all documents, instruments and certificates contemplated herein and all modifications hereto, and (iii) the receipt of the proceeds of any Loans made by the Lenders to any such Borrowing Subsidiary hereunder. Any acknowledgment, consent, direction, certification or other action which might otherwise be valid or effective only if given or taken by all Borrowers, or by each Borrower acting singly, shall be valid and effective if given or taken only by Anixter, whether or not any such other Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to Anixter in accordance with the terms of this Agreement shall be deemed to have been delivered to each Borrowing Subsidiary. (e) Any Foreign Subsidiary shall cease to be a Borrowing Subsidiary hereunder; provided that hereunder at such time as no Credit Extensions shall be outstanding to such Foreign Subsidiary, and such Foreign Subsidiary and Anixter shall have executed and delivered to the Administrative Agent a Borrowing Subsidiary Termination in the form of Exhibit C-2. The Administrative Agent will become effective as promptly notify the Lenders of any such termination of a Borrowing Subsidiary’s status. Upon a Borrowing Subsidiary’s liquidation, dissolution or disposal of to a person other than Anixter or any Subsidiary, all Credit Extensions outstanding to any Borrowing Subsidiary (other than to terminate shall be due and payable and such Borrowing Subsidiary’s right Subsidiary shall no longer be entitled to obtain further Loans or Letters of any Credit under this Agreement) at a time when any principal of or interest on any Loan to such Borrowing Subsidiary or any Letter of Credit issued for the account of such Borrowing Subsidiary shall be outstanding Extensions hereunder. Promptly following receipt of any Borrowing Subsidiary Termination, the Administrative Agent shall send a copy thereof to each Lender.

Borrowing Subsidiaries. Within two (a) On or after the Effective Date, upon not less than 10 Business Days after notice to the receipt Administrative Agent and the Lenders, the Company may designate any Significant Subsidiary of the Company as a Borrowing Subsidiary by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by a such Significant Subsidiary and the Company, the Administrative Agent and upon such delivery such Significant Subsidiary shall deliver for all purposes of this Agreement be a Borrowing Subsidiary and a party to each Lender a notice of such request to this Agreement; provided that no Subsidiary so designated shall become a Borrowing Subsidiary under this Agreementif any Lender shall, within the 10 Business Days following the Company’s notice, notify the Company and the Administrative Agent that it would be unlawful for such Lender and its Affiliates to make or maintain Loans to such Subsidiary. If the designation of such Borrowing Subsidiary obligates the Administrative Agent or a any Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already previously available to it, the Administrative Agent or such Lender shall deliver to the Company, (a) within five Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Domestic Subsidiary or (b) within 10 Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Foreign Subsidiary, a request to that effect, and the Company shall, promptly upon receipt the request of such requestthe Administrative Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or such any Lender in order for the Administrative Agent or such Lender to carry out and comply be satisfied it has complied with the requirements results of the USA PATRIOT Act all necessary “know your customer” or any other similar checks under all applicable laws and regulationsregulations prior to such Subsidiary being designated a Borrowing Subsidiary. If the Company shall designate as a Borrowing Subsidiary hereunder any Subsidiary not organized under the laws of the United States or any State thereof, andany Lender may, unless the results of such inquiry conflict with the requirements of such laws and regulations, or if no such request by notice to the Administrative Agent or any and the Company, fulfill its Commitment by causing an Affiliate of such Lender is made within to act as the time period set forth above, Lender in respect of such Borrowing Subsidiary shall become a party hereto and a Borrower hereunder with such Lender shall, to the same effect as if it had been an original party extent of advances made to this Agreement. Notwithstanding the foregoing, no Subsidiary shall become a Borrower Subsidiary if it shall be unlawful for such Subsidiary to become a Borrower hereunder or for any Lender to make Loans or otherwise extend credit to such Subsidiary as provided herein or for any Issuing Bank to issue and participations in Letters of Credit issued for the account of such Borrowing Subsidiary. , be deemed for all purposed hereof to have pro tanto assigned such advances and participations to such Affiliate in compliance with the provisions of Section 10.04. (b) Upon the execution by the Company and a Borrowing Subsidiary and delivery to the Administrative Agent of a Borrowing Subsidiary Termination with respect to such any Borrowing Subsidiary, such Borrowing Subsidiary shall cease to be a Borrowing Subsidiary hereunderand a party to this Agreement; provided that no Borrowing Subsidiary Termination will become effective as to any Borrowing Subsidiary (other than to terminate such Borrowing Subsidiary’s right to make further Borrowings or obtain further Loans or Letters of Credit under this Agreement) at a time when any principal of or interest on any Loan to such Borrowing Subsidiary Subsidiary, or any Letter of Credit issued for the account of such Borrowing Subsidiary Subsidiary, shall be outstanding hereunder. hereunder or any fees or other amounts remain unpaid with respect thereto. (c) Promptly following receipt of any Borrowing Subsidiary Agreement or Borrowing Subsidiary Termination, the Administrative Agent shall send a copy thereof to each Lender.

Borrowing Subsidiaries. Within two Business Days after the receipt by the Administrative Agent of a Borrowing Subsidiary Agreement executed by a Subsidiary and the Company, the Administrative Agent shall deliver From time to each Lender a notice of such request to become a Borrowing Subsidiary under this Agreement. If the designation of such Borrowing Subsidiary obligates the Administrative Agent or a Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Administrative Agent or such Lender shall deliver time prior to the Company, (a) within five Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Domestic Subsidiary or (b) within 10 Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Foreign Subsidiary, a request to that effectMaturity Date, and the Company shall, promptly upon receipt of such request, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or such Lender in order for the Administrative Agent or such Lender to carry out and comply with the requirements of the USA PATRIOT Act or any other applicable laws and regulations, and, unless the results of such inquiry conflict with the requirements of such laws and regulations, or if no such request by the Administrative Agent or any Lender is made within the time period set forth above, such Borrowing Subsidiary shall become a party hereto and a Borrower hereunder with the same effect as if it had been an original party to this Agreement. Notwithstanding the foregoing, no Subsidiary shall become a Borrower Subsidiary if it shall be unlawful for such Subsidiary to become a Borrower hereunder or for any Lender to make Loans or otherwise extend credit to such Subsidiary as provided herein or for any Issuing Bank to issue Letters of Credit for the account of such Subsidiary. Upon the execution by the Company and a Borrowing Subsidiary and delivery not less than ten (10) days prior written notice to the Administrative Agent and the Lenders, Xxxxx shall have the right to designate one or more Subsidiaries of Xxxxx in which Xxxxx directly or indirectly owns 100% of the ownership interests as additional entities authorized to request and receive Advances and Facility Letters of Credit hereunder (“Wholly-Owned Borrowing Subsidiaries”). Prior to disbursement of the first Advance to any Wholly-Owned Borrowing Subsidiary so designated by Xxxxx, such Wholly-Owned Borrowing Subsidiary shall execute and deliver a Borrowing Subsidiary Termination Joinder substantially in the form attached hereto as Exhibit N and made a part hereof. Xxxxx may not so designate more than six (6) Wholly-Owned Borrowing Subsidiaries in total during the term of the Facility. The liability of Xxxxx and the Wholly-Owned Borrowing Subsidiaries for the Obligations shall be joint and several, regardless of the entity actually receiving any Advance or Facility Letter of Credit, provided that, if either or both of the Limited Guarantors are so designated as Wholly-Owned Borrowing Subsidiaries, the Limited Guarantors (i) shall not be permitted to have, in the aggregate, outstanding Advances and Facility Letter of Credit Obligations at any time which exceed $250,000,000 and (ii) shall have, between them, liability as Wholly-Owned Borrowing Subsidiaries and as Limited Guarantors for the Obligations limited to $250,000,000 in the aggregate. Pursuant to the Borrowing Subsidiary Joinder, each Wholly-Owned Borrowing Subsidiary shall (i) irrevocably designate and authorize Xxxxx as its exclusive agent to act on its behalf in connection with the requesting, funding, maintenance, conversion, continuation and repayment of any Advances hereunder, or the issuance, extension, modification or cancellation of any Facility Letter of Credit hereunder, or any other matter relating to such Advances or Facility Letters of Credit or relating to this Agreement generally and (ii) agree that the Administrative Agent and the Lenders may rely on any directions or undertakings given by Xxxxx with respect to such matters without further inquiry of or confirmation from such Wholly-Owned Borrowing Subsidiary, such Borrowing Subsidiary shall cease to be a Borrowing Subsidiary hereunder; provided that no Borrowing Subsidiary Termination will become effective as to any Borrowing Subsidiary (other than to terminate such Borrowing Subsidiary’s right to obtain further Loans or Letters of Credit under this Agreement) at a time when any principal of or interest on any Loan to such Borrowing Subsidiary or any Letter of Credit issued for the account of such Borrowing Subsidiary shall be outstanding hereunder. Promptly following receipt of any Borrowing Subsidiary Termination, the Administrative Agent shall send a copy thereof to each Lender.

Borrowing Subsidiaries. Within two Business Days On or after the receipt Closing Date, the Company may designate, subject to the provisions of this paragraph, any wholly-owned Subsidiary as a Borrowing Subsidiary by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by a such Subsidiary and the Company. Promptly following receipt of any Borrowing Subsidiary Agreement, the Administrative Agent shall deliver make available to each Revolving Lender a notice of such request to become a Borrowing Subsidiary under this Agreementcopy thereof. If the designation of such Borrowing Subsidiary obligates Unless any Revolving Lender shall notify the Administrative Agent or a Lender to comply with “know your customer” or similar identification procedures in circumstances where and the necessary information is not already available to it, the Administrative Agent or such Lender shall deliver to the Company, (a) Company within five 10 Business Days after of the receipt of such a Borrowing Subsidiary Agreement in respect of a Domestic notice (a) that it is unlawful for such Revolving Lender to extend credit to such Subsidiary or (b) within 10 Business Days after that (i) such Revolving Lender is restricted by operational or administrative procedures or other applicable internal policies from extending credit under this Agreement to Persons in the receipt jurisdiction in which such Subsidiary is located and (ii) such Revolving Lender is not making loans or other extensions of credit to any Person located in the jurisdiction in which such Subsdiary is located (or is not making loans or other extensions of credit without provisions not in this Agreement to reflect such procedures or internal policies), such Subsidiary shall for all purposes of this Agreement, upon satisfaction of the conditions set forth in Section 4.04, become a Borrowing Subsidiary Agreement in respect of a Foreign Subsidiary, a request to that effect, and the Company shall, promptly upon receipt of such request, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or such Lender in order for the Administrative Agent or such Lender to carry out and comply with the requirements of the USA PATRIOT Act or any other applicable laws and regulations, and, unless the results of such inquiry conflict with the requirements of such laws and regulations, or if no such request by the Administrative Agent or any Lender is made within the time period set forth above, such Borrowing Subsidiary shall become a party hereto and a Borrower hereunder with the same effect as if it had been an original party to this Agreement. Notwithstanding If any Lender shall notify the foregoingAdministrative Agent and the Company pursuant to the immediately preceding sentence that it is unable to extend credit under this Agreement to Persons in a particular jurisdiction, no Subsidiary and if an amendment to this Agreement would enable it so to extend credit without violating applicable law and in compliance with its applicable policies and procedures, then such Lender shall so advise the Company and the Administrative Agent and endeavor in good faith to agree with the Company and the Administrative Agent on an amendment to this Agreement that would permit it so to extend credit, and upon the effectiveness of such amendment, will withdraw the notice delivered by it pursuant to the second preceding sentence. The parties hereto agree that any amendment referred to in the immediately preceding sentence, if it does not adversely affect the rights or interests of the Lenders, shall become a Borrower Subsidiary effective if it shall be unlawful for is agreed to in writing by such Subsidiary to become a Borrower hereunder or for any Lender to make Loans or otherwise extend credit to such Subsidiary as provided herein or for any Issuing Bank to issue Letters of Credit for Lender, the account of such SubsidiaryAdministrative Agent and the Company. Upon the execution by the Company and a Borrowing Subsidiary and delivery to the Administrative Agent of a Borrowing Subsidiary Termination with respect to such any Borrowing Subsidiary, such Borrowing Subsidiary shall cease to be a Borrowing Subsidiary hereunderhereunder and a party to this Agreement; provided that no Borrowing Subsidiary Termination will become effective as to any Borrowing Subsidiary (other than to terminate such Borrowing Subsidiary’s right to obtain make further Loans or Letters of Credit Borrowings under this Agreement) at a time when any principal of or interest on any Loan to such Borrowing Subsidiary or any Letter of Credit issued for the account of such Borrowing Subsidiary shall be outstanding hereunder. Promptly following receipt of any Borrowing Subsidiary Termination, the Administrative Agent shall send make available to each Revolving Lender a copy thereof to each Lenderthereof.

Borrowing Subsidiaries. Within two On or after the date hereof, the Company may designate, with written notice to the Lenders not less than five Business Days after (or, in the receipt case of a non-U.S. domiciled Subsidiary, not less than ten Business Days) prior to the date of such designation and with the consent of the Administrative Agent (and, solely with respect to the designation of a Foreign Subsidiary Borrower, each Lender), certain Subsidiaries as a Borrowing Subsidiary by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by a such Subsidiary and the Company, and upon such delivery such Subsidiary shall for all purposes of this Agreement be a Borrowing Subsidiary and a party to this Agreement. The Company may cause any Borrowing Subsidiary to cease to be a party to this Agreement by executing and delivering to the Administrative Agent shall deliver to each Lender a notice of such request to become a Borrowing Subsidiary under this Agreement. If the designation of Termination, whereupon such Borrowing Subsidiary obligates the Administrative Agent or a Lender shall cease to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Administrative Agent or such Lender shall deliver to the Company, (a) within five Business Days after the receipt of such be a Borrowing Subsidiary Agreement in respect of a Domestic Subsidiary or (b) within 10 Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Foreign Subsidiary, a request to that effect, and the Company shall, promptly upon receipt of such request, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or such Lender in order for the Administrative Agent or such Lender to carry out and comply with the requirements of the USA PATRIOT Act or any other applicable laws and regulations, and, unless the results of such inquiry conflict with the requirements of such laws and regulations, or if no such request by the Administrative Agent or any Lender is made within the time period set forth above, such Borrowing Subsidiary shall become a party hereto and a Borrower hereunder with the same effect as if it had been an original party to this Agreement. Notwithstanding the foregoing, no Subsidiary shall become a Borrower Subsidiary if it shall be unlawful for such Subsidiary to become a Borrower hereunder or for any Lender to make Loans or otherwise extend credit to such Subsidiary as provided herein or for any Issuing Bank to issue Letters of Credit for the account of such Subsidiary. Upon the execution by the Company and a Borrowing Subsidiary and delivery to the Administrative Agent of a Borrowing Subsidiary Termination with respect to such Borrowing Subsidiary, such Borrowing Subsidiary shall cease to be a Borrowing Subsidiary hereunder; provided that no Borrowing Subsidiary Termination will become effective as to any Borrowing Subsidiary (other than to terminate such Borrowing Subsidiary’s right to obtain further Loans or Letters of Credit under this Agreement) at a time when any principal of or interest on any Loan made directly to such Borrowing Subsidiary Subsidiary, or any Letter of Credit issued for or obligation to reimburse LC Disbursements of such Borrowing Subsidiary, shall be outstanding hereunder, provided that such Borrowing Subsidiary Termination shall be effective to terminate the account right of such Borrowing Subsidiary shall be outstanding hereunderto make further Borrowings under this Agreement. Promptly following As soon as practicable upon receipt of any a Borrowing Subsidiary TerminationAgreement, the Administrative Agent shall send a copy thereof to each Lender. Notwithstanding anything herein to the contrary, no Subsidiary that has been designated as a Borrowing Subsidiary pursuant to this Section 2.19 shall be permitted to continue as a Borrowing Subsidiary if the Company ceases to own greater than 50% of the Capital Stock (other than directors’ qualifying shares) of such Subsidiary, and the Company shall immediately execute and deliver a termination agreement satisfactory to the Administrative Agent, whereupon such entity shall cease to be a Borrower and a party to this Agreement.

Borrowing Subsidiaries. Within two Business Days On or after the receipt Effective Date, the Company may designate any Wholly Owned Subsidiary of the Company organized in the United States of America, the United Kingdom, a member state of the European Union or Canada as a US Borrowing Subsidiary, a UK Borrowing Subsidiary, a Euro Borrowing Subsidiary or a Canadian Borrowing Subsidiary, as applicable, by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by a such Subsidiary and the Company. As soon as practicable upon receipt thereof, the Administrative Agent shall deliver to each Lender will make a notice of such request to become a Borrowing Subsidiary under this Agreement. If the designation copy of such Borrowing Subsidiary obligates the Administrative Agent or a Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already Agreement available to it, the Administrative Agent or such Lender Lenders. Each Borrowing Subsidiary Agreement shall deliver to become effective on the Company, (a) within date five Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Domestic Subsidiary or (b) within 10 Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Foreign Subsidiary, a request to that effect, and the Company shall, promptly upon receipt of such request, supply such documentation and other evidence as is reasonably requested it has been so made available by the Administrative Agent (subject to the receipt by any Lender of any information reasonably requested by it under the Patriot Act or other “know-your-customer” laws not later than the second Business Day after the delivery of such Lender in order for Borrowing Subsidiary Agreement), unless prior thereto the Administrative Agent or such Lender to carry out and comply with the requirements of the USA PATRIOT Act or any other applicable laws and regulations, and, unless the results of such inquiry conflict with the requirements of such laws and regulations, or if no such request by the Administrative Agent or shall have received written notice from any Lender is made within the time period set forth above, such Borrowing Subsidiary shall become a party hereto and a Borrower hereunder with the same effect as if stating that it had been an original party to this Agreement. Notwithstanding the foregoing, no Subsidiary shall become a Borrower Subsidiary if it shall would be unlawful under Federal or applicable state or foreign law for such Subsidiary to become a Borrower hereunder or for any Lender to make Loans or otherwise extend credit to or do business with such Subsidiary as provided herein herein, in which case such Borrowing Subsidiary Agreement shall not become effective until such time as such Lender withdraws such notice or ceases to be a Lender hereunder pursuant to Section 2.19(b). Upon the effectiveness of any Borrowing Subsidiary Agreement, the applicable Subsidiary shall for any Issuing Bank all purposes of this Agreement be a Borrowing Subsidiary and a party to issue Letters of Credit for the account of such Subsidiarythis Agreement. Upon the execution by the Company and a Borrowing Subsidiary and delivery to the Administrative Agent of a Borrowing Subsidiary Termination with respect to such any Borrowing Subsidiary, such Borrowing Subsidiary shall cease to be a Borrowing Subsidiary hereunder; and a party to this Agreement. Notwithstanding the foregoing, (a) no Borrowing Subsidiary shall be permitted to borrow or obtain Letters of Credit hereunder at a time when it shall be unlawful for any Lender participating in a Tranche under which such Subsidiary may borrow to make Loans or otherwise extend credit to such Subsidiary as provided that herein, and (b) no Borrowing Subsidiary Termination will become effective as to any Borrowing Subsidiary (other than to terminate such Borrowing Subsidiary’s right to make further Borrowings or obtain further Loans or additional Letters of Credit under this Agreement) at a time when any principal of or interest on any Loan to such Borrowing Subsidiary or any Letter of Credit issued for the account of such Borrowing Subsidiary shall be outstanding hereunder. Promptly following receipt of any Borrowing Subsidiary Termination, the Administrative Agent shall send a copy thereof to each Lender.

Borrowing Subsidiaries. Within two (a) The Company, with the consent of the Agent (which shall not be unreasonably withheld), may designate any Material Foreign Subsidiary as a Borrowing Subsidiary; provided that (i) the laws and regulations of the jurisdictions in which such Material Foreign Subsidiary is organized and is located permit extensions of credit and other financial accommodations from the United States of America into such jurisdictions, and each Bank has all licenses, permits and other approvals necessary to make such extensions of credit and other financial accommodations and (ii) no Bank shall be subject to any regulatory or legal limitation or restriction or any material financial disadvantage arising out of or attributable to the location or jurisdiction of organization of such Material Foreign Subsidiary or the nature of its activities. Upon not less than five (5) Business Days after Days’ prior notice, and upon the receipt and execution by the Administrative Agent of a duly executed Borrowing Subsidiary Agreement, such Subsidiary shall be a Borrowing Subsidiary and a party to this Agreement. (b) The obligation of each Bank to make its first Loan to any Borrowing Subsidiary is subject to the satisfaction of the condition that the Agent shall have received the following: (i) all documents as shall reasonably demonstrate the existence of such Borrowing Subsidiary, the corporate power and authority of such Borrowing Subsidiary to enter into, and the validity with respect to such Borrowing Subsidiary of, this Agreement executed and the other Loan Documents to which it is a party and any other matters relevant hereto (including an opinion of counsel), all in form and substance satisfactory to the Agent; and (ii) any governmental and third party approvals necessary or advisable in connection with the execution, delivery and performance of this Agreement by the Borrowing Subsidiary and any documents that any Bank is required to obtain under any governmental law, rule or regulation, including the Patriot Act. (c) Each Borrowing Subsidiary hereby irrevocably appoints and authorizes the Company to take such action and deliver and receive notices hereunder as agent on its behalf and to exercise such powers under this Agreement as delegated to it by the terms hereof, together with all such powers as are reasonably incidental thereof. In furtherance of and not in limitation of the foregoing, for administrative convenience of the parties hereto, the Agent and the Banks shall send all notices and communications to be sent to any Borrowing Subsidiary solely to the Company and may rely solely upon the Company to receive all such notices and other communications for and on behalf of each Borrowing Subsidiary. No Person other than the Company (and its authorized officers and employees) (d) Each Loan made to a Borrowing Subsidiary and interest thereon shall be the Obligation of such Borrowing Subsidiary and the Company, guaranteed by the Administrative Company pursuant to Article XI hereof. Notwithstanding anything to the contrary in this Agreement, unless expressly so provided in a Loan Document other than this Agreement entered by any Borrowing Subsidiary, no Borrowing Subsidiary shall have any obligations or liabilities in respect of any Obligations of any other Borrowing Subsidiary or the Company. The Company, the Agent shall deliver and the Banks agree that due to each Lender a notice difficulties of such request apportionment thereof, all Obligations other than principal and interest on Loans made to become a Borrowing Subsidiary under this Agreement. If shall be Obligations of the designation of such Borrowing Subsidiary obligates the Administrative Agent or a Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Administrative Agent or such Lender shall deliver to the Company, (a) within five Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Domestic Subsidiary or (b) within 10 Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Foreign Subsidiary, a request to that effectCompany only, and the Company shall, promptly upon receipt not of such request, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or such Lender in order for the Administrative Agent or such Lender to carry out and comply with the requirements of the USA PATRIOT Act or any other applicable laws and regulations, and, unless the results of such inquiry conflict with the requirements of such laws and regulations, or if no such request by the Administrative Agent or any Lender is made within the time period set forth above, such Borrowing Subsidiary shall become a party hereto and a Borrower hereunder with the same effect as if it had been an original party to this Agreement. Notwithstanding the foregoing, no Subsidiary shall become a Borrower Subsidiary if it shall be unlawful for such Subsidiary to become a Borrower hereunder or for any Lender to make Loans or otherwise extend credit to such Subsidiary as provided herein or for any Issuing Bank to issue Letters of Credit for the account of such Subsidiary. Upon the execution by the Company and a Borrowing Subsidiary and delivery to the Administrative Agent of a Borrowing Subsidiary Termination with respect to such Borrowing Subsidiary, such Borrowing Subsidiary shall cease to be a Borrowing Subsidiary hereunder; provided that no Borrowing Subsidiary Termination will become effective as to any Borrowing Subsidiary (other than whether or not such Obligations are related to terminate such Loans made to a Borrowing Subsidiary’s right to obtain further Loans or Letters of Credit under this Agreement) at a time when any principal of or interest on any Loan to such Borrowing Subsidiary or any Letter of Credit issued for the account of such Borrowing Subsidiary shall be outstanding hereunder. Promptly following receipt of any Borrowing Subsidiary Termination, the Administrative Agent shall send a copy thereof to each Lender).

Borrowing Subsidiaries. Within two Business Days On or after the receipt Effective Date, the Company may designate (a) any Domestic Subsidiary, Swiss Subsidiary or Canadian Subsidiary, or, with the prior written consent of each Global Tranche Lender, any other Subsidiary, as a Global Tranche Borrower, or (b) any Domestic Subsidiary as a US Tranche Borrower, in each case by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by a such Subsidiary and the Company, and upon such delivery such Subsidiary shall for all purposes of this Agreement be a Global Tranche Borrowing Subsidiary or a US Tranche Borrowing Subsidiary, as the case may be, and a party to this Agreement; provided, that the Company shall not designate any Swiss Subsidiary as a Global Tranche Borrower if the Swiss Twenty Non-Bank Rule would be violated upon the making of any Loan or other extension of credit hereunder to such Swiss Subsidiary. Any Borrowing Subsidiary shall continue to be a Global Tranche Borrowing Subsidiary or a US Tranche Borrowing Subsidiary, as the case may be, until the Company shall have executed and delivered to the Administrative Agent shall deliver to each Lender a notice of such request to become a Borrowing Subsidiary under this Agreement. If the designation of Termination with respect to such Borrowing Subsidiary, whereupon such Subsidiary obligates the Administrative Agent or a Lender shall cease to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Administrative Agent or such Lender shall deliver to the Company, (a) within five Business Days after the receipt of such be a Borrowing Subsidiary Agreement in respect of a Domestic Subsidiary or (b) within 10 Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Foreign Subsidiary, a request to that effect, and the Company shall, promptly upon receipt of such request, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or such Lender in order for the Administrative Agent or such Lender to carry out and comply with the requirements of the USA PATRIOT Act or any other applicable laws and regulations, and, unless the results of such inquiry conflict with the requirements of such laws and regulations, or if no such request by the Administrative Agent or any Lender is made within the time period set forth above, such Borrowing Subsidiary shall become a party hereto and a Borrower hereunder with the same effect as if it had been an original party to this Agreement. Notwithstanding the foregoingpreceding sentence, (a) no Borrowing Subsidiary Agreement shall become a Borrower effective as to any Subsidiary if it shall be unlawful for such Subsidiary to become a Borrower hereunder or for any Lender participating in a Tranche under which such Subsidiary may borrow to make Loans or otherwise extend credit to such Subsidiary as provided herein or for any Issuing Bank to issue Letters of Credit for the account of such Subsidiary. Upon the execution by the Company and a Borrowing Subsidiary and delivery to the Administrative Agent of a Borrowing Subsidiary Termination with respect to such Borrowing Subsidiary, such Borrowing Subsidiary shall cease to be a Borrowing Subsidiary hereunder; provided that (b) no Borrowing Subsidiary Termination will become effective as to any Borrowing Subsidiary (other than to terminate such Borrowing Subsidiary’s right to obtain further until all Loans or Letters of Credit under this Agreement) at a time when any principal of or interest on any Loan made to such Borrowing Subsidiary or any Letter shall have been repaid, all Letters of Credit issued for the account of such Borrowing Subsidiary have been drawn in full or have expired and all amounts payable by such Borrowing Subsidiary in respect of LC Disbursements, interest and/or fees (and, to the extent notified by the Administrative Agent or any Lender, any other amounts payable under the Credit Agreement by such Borrowing Subsidiary other than solely pursuant to any guarantee by such Borrowing Subsidiary) shall have been paid in full; provided that such Borrowing Subsidiary Termination shall be outstanding hereundereffective to terminate such Borrowing Subsidiary’s right to request or receive further Borrowings or other extensions of credit under this Agreement. Promptly following As soon as practicable upon receipt of any a Borrowing Subsidiary TerminationAgreement, the Administrative Agent shall send a copy thereof to each Global Tranche Lender or US Tranche Lender, as the case may be.

Borrowing Subsidiaries. Within two Business Days after Any Wholly Owned Subsidiary of the receipt by Company shall become a Borrowing Subsidiary and a party to this Agreement upon the Administrative Agent effectiveness of a Borrowing Subsidiary Agreement executed by a such Subsidiary and the CompanyCompany and delivered to the Administrative Agent. As soon as practicable upon receipt of any such Borrowing Subsidiary Agreement, the Administrative Agent will make a copy thereof available to the Lenders. Each Borrowing Subsidiary Agreement shall become effective on the date five Business Days after it has been so made available by the Administrative Agent (subject to the receipt by any Lender of any information reasonably requested by it under the Patriot Act or other “know-your-customer” laws not later than the second Business Day after the delivery of such Borrowing Subsidiary Agreement), unless, in the case of any Borrowing Subsidiary Agreement of a Foreign Subsidiary, the Administrative Agent shall deliver to each Lender theretofore have received a written notice of such request to become a Borrowing Subsidiary under this Agreement. If the designation of such Borrowing Subsidiary obligates the Administrative Agent or a Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Administrative Agent or such Lender shall deliver to the Company, (a) within five Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Domestic Subsidiary or (b) within 10 Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Foreign Subsidiary, a request to that effect, and the Company shall, promptly upon receipt of such request, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or such Lender in order for the Administrative Agent or such Lender to carry out and comply with the requirements of the USA PATRIOT Act or any other applicable laws and regulations, and, unless the results of such inquiry conflict with the requirements of such laws and regulations, or if no such request by the Administrative Agent or from any Lender is made within the time period set forth above, such Borrowing Subsidiary shall become a party hereto and a Borrower hereunder with the same effect as if stating that it had been an original party to this Agreement. Notwithstanding the foregoing, no Subsidiary shall become a Borrower Subsidiary if it shall would be unlawful under Federal or applicable state or foreign law or regulation for such Subsidiary to become a Borrower hereunder or for any Lender to make Loans or otherwise extend credit to or do business with such Subsidiary as provided herein herein, in which case such Borrowing Subsidiary Agreement shall not become effective until such time as such Lender withdraws such notice or for any Issuing Bank ceases to issue Letters of Credit for the account of such Subsidiarybe a Lender hereunder. Upon the execution by the Company and a Borrowing Subsidiary and delivery to the Administrative Agent of a Borrowing Subsidiary Termination with respect to such any Borrowing Subsidiary, such Borrowing Subsidiary shall cease to be a Borrowing Subsidiary hereunderhereunder and a party to this Agreement; provided that no Borrowing Subsidiary Termination will become effective as to any Borrowing Subsidiary (other than to terminate such Borrowing Subsidiary’s right to make further Borrowings or obtain further Loans or Letters of Credit under this Agreement) at a time when any principal of or interest on any Loan to such Borrowing Subsidiary or any Letter of Credit issued for the account of such Borrowing Subsidiary shall be outstanding hereunder. Promptly following receipt of any Borrowing Subsidiary Termination, the Administrative Agent shall send a copy thereof to each Lender.

Borrowing Subsidiaries. Within two Business Days On or after the receipt Effective Date, the Borrower Agent may designate any subsidiary of the Company, Holdings or ASII as a Borrowing Subsidiary by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by a such Subsidiary and the CompanyHoldings, the Administrative Agent and upon such delivery such Subsidiary shall deliver for all purposes of this Agreement be a party to each Lender a notice of such request to become and a Borrowing Subsidiary under this Agreement. If the designation of such Borrowing Subsidiary obligates the Administrative Agent or a Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Administrative Agent or such Lender shall deliver to the Company, (a) within five Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Domestic Subsidiary or (b) within 10 Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Foreign Subsidiary, a request to that effect, and the Company shall, promptly upon receipt of such request, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or such Lender in order for the Administrative Agent or such Lender to carry out and comply with the requirements of the USA PATRIOT Act or any other applicable laws and regulations, and, unless the results of such inquiry conflict with the requirements of such laws and regulations, or if no such request by the Administrative Agent or any Lender is made within the time period set forth above, such Borrowing Subsidiary shall become a party hereto and a Borrower hereunder with the same effect as if it had been an original party to this Agreement. Notwithstanding the foregoing, no Subsidiary shall become a Borrower Subsidiary if it shall be unlawful for such Subsidiary to become a Borrower hereunder or for any Lender to make Loans or otherwise extend credit to such Subsidiary as provided herein or for any Issuing Bank to issue Letters of Credit for the account of such Subsidiary. Upon the execution by the Company and a Borrowing Subsidiary Borrower Agent and delivery to the Administrative Agent of a Borrowing Subsidiary Termination with respect to such any Borrowing Subsidiary, such Borrowing Subsidiary shall cease to be a Borrowing Subsidiary hereunderSubsidiary; provided that no Borrowing Subsidiary Termination will become effective as to any Borrowing Subsidiary (other than to terminate such Borrowing Subsidiary’s its right to make further Borrowings or to obtain further Loans or Letters of Credit under this Agreement) at a time when any principal of or interest on any Loan to such Borrowing Subsidiary or any Letter of Credit issued for the account of such Borrowing Subsidiary shall be outstanding hereunder, unless the obligations of such Borrowing Subsidiary in respect of such Loan or Letter of Credit shall have been assumed by another Borrower. In the event that any Borrowing Subsidiary shall cease to be a Subsidiary, the Borrower Agent will promptly execute and deliver to the Administrative Agent a Borrowing Subsidiary Termination terminating its status as a Borrowing Subsidiary subject to the proviso in the immediately preceding sentence. Promptly following receipt of any Borrowing Subsidiary Agreement or Borrowing Subsidiary Termination, the Administrative Agent shall send a copy thereof to each Lender.

Borrowing Subsidiaries. Within two Business Days after (a) Anixter may designate any Foreign Subsidiary as a Borrowing Subsidiary with the consent of the Administrative Agent. Upon the receipt and execution by the Administrative Agent of a Borrowing Subsidiary Agreement in the form of Exhibit C-1 executed by a such Subsidiary and Anixter, such Subsidiary shall be a Borrowing Subsidiary and a party to this Agreement. (b) The obligation of each Foreign Currency Lender to make a Foreign Currency Loan on the Company, occasion of the first Borrowing by each Borrowing Subsidiary is subject to the satisfaction of the condition that the Administrative Agent shall deliver have received the following: (i) a Foreign Currency Loan Note payable to each Foreign Currency Lender a notice signed by such Borrowing Subsidiary; (ii) all documents as shall reasonably demonstrate the existence of such request to become a Borrowing Subsidiary under this Agreement. If Subsidiary, the designation corporate power and authority of such Borrowing Subsidiary obligates the Administrative Agent or a Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Administrative Agent or such Lender shall deliver to the Company, (a) within five Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Domestic Subsidiary or (b) within 10 Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Foreign Subsidiary, a request to that effect, enter into and the Company shall, promptly upon receipt of such request, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or such Lender in order for the Administrative Agent or such Lender to carry out and comply with the requirements of the USA PATRIOT Act or any other applicable laws and regulations, and, unless the results of such inquiry conflict with the requirements of such laws and regulations, or if no such request by the Administrative Agent or any Lender is made within the time period set forth above, such Borrowing Subsidiary shall become a party hereto and a Borrower hereunder with the same effect as if it had been an original party to this Agreement. Notwithstanding the foregoing, no Subsidiary shall become a Borrower Subsidiary if it shall be unlawful for such Subsidiary to become a Borrower hereunder or for any Lender to make Loans or otherwise extend credit to such Subsidiary as provided herein or for any Issuing Bank to issue Letters of Credit for the account of such Subsidiary. Upon the execution by the Company and a Borrowing Subsidiary and delivery to the Administrative Agent of a Borrowing Subsidiary Termination validity with respect to such Borrowing Subsidiary of this Agreement and the other Loan Documents and any other matters relevant hereto (including an opinion of counsel), all in form and substance satisfactory to the Administrative Agent; and (iii) any governmental and third party approvals necessary or advisable in connection with the execution, delivery and performance of this Agreement by such Borrowing Subsidiary. (c) The obligation of the Swing Line Lender to make a Swing Line Loan on the occasion of the first Swing Line Borrowing by each Borrowing Subsidiary is subject to the satisfaction of the condition that the Administrative Agent shall have received the following: (i) a Swing Line Loan Note payable to the Swing Line Lender signed by such Borrowing Subsidiary; (ii) all documents as shall reasonably demonstrate the existence of such Borrowing Subsidiary, the corporate power and authority of such Borrowing Subsidiary to enter into and the validity with respect to such Borrowing Subsidiary of this Agreement and the other Loan Documents and any other matters relevant hereto (including an opinion of counsel), all in form and substance satisfactory to the Administrative Agent; and (iii) any governmental and third party approvals necessary or advisable in connection with the execution, delivery and performance of this Agreement by such Borrowing Subsidiary. (d) Any Subsidiary shall cease to be a Borrowing Subsidiary hereunder; provided that hereunder at such time as no Credit Extensions shall be outstanding to such Subsidiary and such Subsidiary and Anixter shall have executed and delivered to the Administrative Agent a Borrowing Subsidiary Termination will become effective as in the form of Exhibit C-2. Upon a Borrowing Subsidiary's liquidation, dissolution or disposal of to a person other than Anixter or any Subsidiary, all Credit Extensions outstanding to any Borrowing Subsidiary (other than to terminate shall be due and payable and such Borrowing Subsidiary’s right Subsidiary shall no longer be entitled to obtain further Loans or Letters of any Credit under this Agreement) at a time when any principal of or interest on any Loan to such Borrowing Subsidiary or any Letter of Credit issued for the account of such Borrowing Subsidiary shall be outstanding Extensions hereunder. Promptly following receipt of any Borrowing Subsidiary Termination, the Administrative Agent shall send a copy thereof to each Lender.

Borrowing Subsidiaries. Within two Business Days after the receipt The Company may at any time and from time to time designate any Subsidiary as a Borrowing Subsidiary by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by a such Subsidiary and the Company. As soon as practicable upon receipt thereof, the Administrative Agent shall deliver to each Lender post a notice of such request to become a Borrowing Subsidiary under this Agreement. If the designation copy of such Borrowing Subsidiary obligates Agreement for review by the Administrative Agent or a Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Administrative Agent or such Lender shall deliver to the Company, (a) within five Business Days after the receipt of such a Lenders. Each Borrowing Subsidiary Agreement in respect of a Domestic Subsidiary or (b) within shall become effective on the date 10 Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Foreign Subsidiary, a request to that effect, and the Company shall, promptly upon receipt of such request, supply such documentation and other evidence as is reasonably requested it has been posted by the Administrative Agent or (but in no event before the fifth Business Day after 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 Lender in order for the Administrative Agent or such Lender to carry out and comply with the requirements of Borrowing Subsidiary Agreement under the USA PATRIOT Act or any other applicable laws and regulations, and“know-your-customer” laws), unless the results of such inquiry conflict with the requirements of such laws and regulations, or if no such request by prior thereto the Administrative Agent or shall have received written notice from any Lender (a) that it is made within the time period set forth above, such Borrowing Subsidiary shall become a party hereto and a Borrower hereunder with the same effect as if it had been an original party to this Agreement. Notwithstanding the foregoing, no Subsidiary shall become a Borrower Subsidiary if it shall be unlawful under Federal or applicable state or foreign law for such Subsidiary to become a Borrower hereunder or for any Lender to make Loans or otherwise extend credit to or do business with such Subsidiary as provided herein or (b) solely with respect to any Subsidiary organized under the laws of a jurisdiction outside the United States of America, that such Lender is restricted by internal policies of general applicability from extending credit under this Agreement to Persons in the jurisdiction in which such Subsidiary is located (a “Notice of Objection”), in which case such Borrowing Subsidiary Agreement shall not become effective until such time as such Lender withdraws such Notice of Objection or ceases to be a Lender hereunder. Upon the effectiveness of a Borrowing Subsidiary Agreement as provided in the preceding sentence, the applicable Subsidiary shall for all purposes of this Agreement be a Borrowing Subsidiary and a party to this Agreement. In the event that a Lender submits a Notice of Objection, the Company shall have the right, upon notice to such Lender and the Administrative Agent, to require such Lender to transfer and assign without recourse (in accordance with and subject to the requirements of Section 10.04) all its interests, rights and obligations hereunder to another financial institution which shall assume such obligations; provided that (i) no such assignment shall conflict with any Issuing Bank law, rule or regulation or order of any Governmental Authority and (ii) the assignee or the applicable Borrowers, as the case may be, shall pay to issue Letters of Credit for the account affected Lender in immediately available funds on the date of such Subsidiaryassignment the principal of and interest accrued to the date of payment on the Loans made and participations in L/C Disbursements funded by it hereunder and all other amounts accrued for its account or owed to it hereunder. Upon the execution by the Company and a Borrowing Subsidiary and delivery to the Administrative Agent of a Borrowing Subsidiary Termination with respect to such Borrowing Subsidiary, such Borrowing Subsidiary shall cease to be a Borrowing Subsidiary hereunder; provided that no Borrowing Subsidiary Termination will become effective as to any Borrowing Subsidiary (other than to terminate such Borrowing Subsidiary’s right to obtain further Loans or Letters of Credit under this Agreement) at a time when any principal of or interest on any Loan to such Borrowing Subsidiary or any Letter of Credit issued for the account of such Borrowing Subsidiary shall be outstanding hereunder. Promptly following receipt of any Borrowing Subsidiary Termination, the Administrative Agent shall send a copy thereof to each Lender. Notwithstanding the foregoing, the designation of any Subsidiary that is organized under the laws of a jurisdiction other than the United States shall not become effective until the applicable provisions of Section 2.19 for delivery of required non-US tax forms shall be amended in such manner, if necessary, as is advisable in the reasonable judgment of the Administrative Agent in view of the tax laws of such jurisdiction or any tax treaty to which such jurisdiction is party.

Borrowing Subsidiaries. Within two Business Days after (a) The Company may at any time and from time to time request the receipt designation of any wholly owned Subsidiary as a Borrowing Subsidiary by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by a such Subsidiary and the Company. As soon as practicable upon receipt of a Borrowing Subsidiary Agreement, the Administrative Agent shall deliver make a copy thereof available to each Lender. Unless any Lender shall inform the Administrative Agent within 10 Business Days (or, in the case of any such Subsidiary that is a notice of such request to become a Borrowing Subsidiary under this Agreement. If Foreign Subsidiary, 15 Business Days) following the designation receipt of such Borrowing Subsidiary obligates the Administrative Agent or a Agreement by such Lender that it is unlawful for such Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available extend credit to itsuch Subsidiary, the Administrative Agent or such Lender Subsidiary shall deliver to the Company, (a) within five Business Days after the receipt for all purposes of such this Agreement be a Borrowing Subsidiary Agreement in respect of a Domestic Subsidiary or (b) within 10 Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Foreign Subsidiary, a request to that effect, and the Company shall, promptly upon receipt of such request, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or such Lender in order for the Administrative Agent or such Lender to carry out and comply with the requirements of the USA PATRIOT Act or any other applicable laws and regulations, and, unless the results of such inquiry conflict with the requirements of such laws and regulations, or if no such request by the Administrative Agent or any Lender is made within the time period set forth above, such Borrowing Subsidiary shall become a party hereto and a Borrower hereunder with the same effect as if it had been an original party to this Agreement. Notwithstanding the foregoing, no Subsidiary shall become a Borrower Subsidiary if it shall be unlawful for such Subsidiary to become a Borrower hereunder or for any Lender to make Loans or otherwise extend credit to such Subsidiary as provided herein or for any Issuing Bank to issue Letters of Credit for the account of such Subsidiary. . (b) Upon the execution by the Company and a Borrowing Subsidiary and delivery to the Administrative Agent of a Borrowing Subsidiary Termination with respect to such any Borrowing Subsidiary, such Borrowing Subsidiary shall cease to be a Borrowing Subsidiary hereunderand a party to this Agreement; provided that no Borrowing Subsidiary Termination will become effective as to any Borrowing Subsidiary (other than to terminate such Borrowing Subsidiary’s right to make further Borrowings or obtain further Loans or Letters of Credit under this Agreement) at a time when any principal of or interest on any Loan to such Borrowing Subsidiary Subsidiary, or any Letter of Credit issued for the account of such Borrowing Subsidiary Subsidiary, shall be outstanding hereunderhereunder or any fees or other amounts remain unpaid with respect thereto. Promptly following As soon as practicable upon receipt of any a Borrowing Subsidiary Termination, the Administrative Agent shall send make a copy thereof available to each Lender. (c) Each Borrowing Subsidiary hereby irrevocably appoints the Company as its agent for all purposes of this Agreement and the other Loan Documents, including (i) the giving and receipt of notices (including any Borrowing Request and any Interest Election Request) and (ii) the execution and delivery of all documents, instruments and certificates contemplated herein. Each Borrowing Subsidiary hereby acknowledges that any amendment or other modification to this Agreement or any other Loan Document may be effected as set forth in Section 9.02, that no consent of such Borrowing Subsidiary shall be required to effect any such amendment or other modification and that such Borrowing Subsidiary shall be bound by this Agreement or any other Loan Document (if it is theretofore a party thereto) as so amended or modified.

Borrowing Subsidiaries. Within two Business Days after Any Wholly Owned Subsidiary of the receipt by Company shall become a Borrowing Subsidiary and a party to this Agreement upon the Administrative Agent effectiveness of a Borrowing Subsidiary Agreement executed by a such Subsidiary and the CompanyCompany and delivered to the Administrative Agent. As soon as practicable upon receipt of any such Borrowing Subsidiary Agreement, the Administrative Agent will make a copy thereof available to the Lenders. Each Borrowing Subsidiary Agreement shall become effective on the date five Business Days after it has been so made available by the Administrative Agent (subject to the receipt by any Lender of any information reasonably requested by it under the USA Patriot Act or other “know-your-customer” laws not later than the second Business Day after the delivery of such Borrowing Subsidiary Agreement), unless, in the case of any Borrowing Subsidiary Agreement of a Foreign Subsidiary, the Administrative Agent shall deliver to each Lender theretofore have received a written notice of such request to become a Borrowing Subsidiary under this Agreement. If the designation of such Borrowing Subsidiary obligates the Administrative Agent or a Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Administrative Agent or such Lender shall deliver to the Company, (a) within five Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Domestic Subsidiary or (b) within 10 Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Foreign Subsidiary, a request to that effect, and the Company shall, promptly upon receipt of such request, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or such Lender in order for the Administrative Agent or such Lender to carry out and comply with the requirements of the USA PATRIOT Act or any other applicable laws and regulations, and, unless the results of such inquiry conflict with the requirements of such laws and regulations, or if no such request by the Administrative Agent or from any Lender is made within the time period set forth above, such Borrowing Subsidiary shall become a party hereto and a Borrower hereunder with the same effect as if stating that it had been an original party to this Agreement. Notwithstanding the foregoing, no Subsidiary shall become a Borrower Subsidiary if it shall would be unlawful under Federal or applicable state or foreign law or regulation for such Subsidiary to become a Borrower hereunder or for any Lender to make Loans or otherwise extend credit to or do business with such Subsidiary as provided herein herein, in which case such Borrowing Subsidiary Agreement shall not become effective until such time as such Lender withdraws such notice or for any Issuing Bank ceases to issue Letters of Credit for the account of such Subsidiarybe a Lender hereunder. Upon the execution by the Company and a Borrowing Subsidiary and delivery to the Administrative Agent of a Borrowing Subsidiary Termination with respect to such any Borrowing Subsidiary, such Borrowing Subsidiary shall cease to be a Borrowing Subsidiary hereunderhereunder and a party to this Agreement; provided that no Borrowing Subsidiary Termination will become effective as to any Borrowing Subsidiary (other than to terminate such Borrowing Subsidiary’s right to make further Borrowings or obtain further Loans or Letters of Credit under this Agreement) at a time when any principal of or interest on any Loan to such Borrowing Subsidiary or any Letter of Credit issued for the account of such Borrowing Subsidiary shall be outstanding hereunder. Promptly following receipt of any Borrowing Subsidiary Termination, the Administrative Agent shall send a copy thereof to each Lender.

Borrowing Subsidiaries. Within two Business Days after (a) The Company may at any time and from time to time request the receipt by the Administrative Agent designation of any wholly-owned Subsidiary as a Borrowing Subsidiary Agreement executed by a Subsidiary and the Company, the Administrative Agent shall deliver to each Lender a notice of such request to become a Borrowing Subsidiary under this Agreement. If the designation of such Borrowing Subsidiary obligates the Administrative Agent or a Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Administrative Agent or such Lender shall deliver to the Company, (a) within five Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Domestic Subsidiary or (b) within 10 Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Foreign Subsidiary, a request to that effect, and the Company shall, promptly upon receipt of such request, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or such Lender in order for the Administrative Agent or such Lender to carry out and comply with the requirements of the USA PATRIOT Act or any other applicable laws and regulations, and, unless the results of such inquiry conflict with the requirements of such laws and regulations, or if no such request by the Administrative Agent or any Lender is made within the time period set forth above, such Borrowing Subsidiary shall become a party hereto and a Borrower hereunder with the same effect as if it had been an original party to this Agreement. Notwithstanding the foregoing, no Subsidiary shall become a Borrower Subsidiary if it shall be unlawful for such Subsidiary to become a Borrower hereunder or for any Lender to make Loans or otherwise extend credit to such Subsidiary as provided herein or for any Issuing Bank to issue Letters of Credit for the account of such Subsidiary. Upon the execution by the Company and a Borrowing Subsidiary and delivery to the Administrative Agent of a Borrowing written request therefor. The effectiveness of any such designation shall be subject to (i) other than in the case of such designation of Trimble Europe B.V., prior written consent thereto by the Administrative Agent and each Revolving Lender (in each case, not to be unreasonably withheld or delayed), it being understood that a Revolving Lender shall be deemed to have acted reasonably in withholding its consent if (A) it is unlawful (or such Revolving Lender cannot or has not been able to determine that it is lawful) for such Revolving Lender to make Revolving Loans and other extensions of credit under this Agreement to such Subsidiary, (B) the making of Revolving Loans or other extensions of credit under this Agreement to such Subsidiary Termination might subject such Revolving Lender to adverse tax consequences for which it is not reimbursed hereunder, (C) such Revolving Lender would be required to, or has determined that it would be prudent to, register or file in the #96405571v11 jurisdiction of formation, organization or location of such Subsidiary in order to make Revolving Loans or other extensions of credit under this Agreement to such Subsidiary, and such Revolving Lender does not wish to do so or (D) such Revolving Lender is restricted by operational or administrative procedures or other applicable internal policies from making Revolving Loans or other extensions of credit under this Agreement to Persons formed, organized or located in the jurisdiction in which such Subsidiary is formed, organized or located, and (ii) (A) each Lender having received all documentation and other information with respect to such Subsidiary required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, that shall have been requested by such Lender prior to a deadline notified by the Administrative Agent to the Lenders (which deadline shall be set by the Administrative Agent in its reasonable discretion and in consultation with the Company) and (B) to the extent such Subsidiary qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Administrative Agent having received a Beneficial Ownership Certification in relation to such Subsidiary prior to a deadline notified by the Administrative Agent (which deadline shall be set by the Administrative Agent in its reasonable discretion and in consultation with the Company). Upon the execution and delivery of a Borrowing Subsidiary Accession Agreement by the Company and such Subsidiary, and the acceptance thereof by the Administrative Agent, such Borrowing Subsidiary shall cease to for all purposes of this Agreement be a Borrowing Subsidiary hereunder; provided that no Borrowing Subsidiary Termination will become effective as and a party to any Borrowing Subsidiary (other than to terminate such Borrowing Subsidiary’s right to obtain further Loans or Letters of Credit under this Agreement) at a time when any principal of or interest on any Loan to such Borrowing Subsidiary or any Letter of Credit issued for the account of such Borrowing Subsidiary shall be outstanding hereunder. Promptly following receipt of any Borrowing Subsidiary Termination, the Administrative Agent shall send a copy thereof to each Lender.

Borrowing Subsidiaries. Within two On or after the date hereof, the Company may designate, with written notice to the Lenders not less than five Business Days after (or, in the receipt case of a non-U.S. domiciled Subsidiary, not less than ten Business Days) prior to the date of such designation and with the consent of the Administrative Agent, certain Subsidiaries as a Borrowing Subsidiary by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by a such Subsidiary and the Company, and upon such delivery such Subsidiary shall for all purposes of this Agreement be a Borrowing Subsidiary and a party to this Agreement. The Company may cause any Borrowing Subsidiary to cease to be a party to this Agreement by executing and delivering to the Administrative Agent a termination agreement satisfactory to the Administrative Agent, whereupon such Subsidiary shall deliver cease to each Lender a notice of such request to become be a Borrowing Subsidiary under this Agreement. If the designation of such Borrowing Subsidiary obligates the Administrative Agent or a Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Administrative Agent or such Lender shall deliver to the Company, (a) within five Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Domestic Subsidiary or (b) within 10 Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Foreign Subsidiary, a request to that effect, and the Company shall, promptly upon receipt of such request, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or such Lender in order for the Administrative Agent or such Lender to carry out and comply with the requirements of the USA PATRIOT Act or any other applicable laws and regulations, and, unless the results of such inquiry conflict with the requirements of such laws and regulations, or if no such request by the Administrative Agent or any Lender is made within the time period set forth above, such Borrowing Subsidiary shall become a party hereto and a Borrower hereunder with the same effect as if it had been an original party to this Agreement. Notwithstanding the foregoing, no Subsidiary shall become a Borrower Subsidiary if it shall be unlawful for such Subsidiary to become a Borrower hereunder or for any Lender to make Loans or otherwise extend credit to such Subsidiary as provided herein or for any Issuing Bank to issue Letters of Credit for the account of such Subsidiary. Upon the execution by the Company and a Borrowing Subsidiary and delivery to the Administrative Agent of a Borrowing Subsidiary Termination with respect to such Borrowing Subsidiary, such Borrowing Subsidiary shall cease to be a Borrowing Subsidiary hereunder; provided that no Borrowing Subsidiary Termination termination will become effective as to any Borrowing Subsidiary (other than to terminate such Borrowing Subsidiary’s right to obtain further Loans or Letters of Credit under this Agreement) at a time when any principal of or interest on any Loan made directly to such Borrowing Subsidiary Subsidiary, or any Letter of Credit issued for the account or obligation to reimburse LC Disbursements of such Borrowing Subsidiary Subsidiary, shall be outstanding hereunder. Promptly following As soon as practicable upon receipt of any a Borrowing Subsidiary TerminationAgreement, the Administrative Agent shall send a copy thereof to each Lender. Notwithstanding anything herein to the contrary, no Borrowing Subsidiary shall cease to be a Borrowing Subsidiary solely because it is no longer a Wholly-Owned Subsidiary of the Company so long as the Company shall not have executed and delivered to the Administrative Agent a termination agreement and the Guarantee pursuant to Article IX is still in full force and effect with respect to such Borrowing Subsidiary.

Borrowing Subsidiaries. Within two The Company may designate any Restricted Subsidiary that is a Wholly Owned Subsidiary of the Company as a Borrowing Subsidiary upon ten Business Days after notice, or shorter notice if acceptable to the Administrative Agent, to the Administrative Agent and the Lenders (such notice to include the name, primary business address, jurisdiction of organization and tax identification number of such proposed Borrowing Subsidiary). Upon proper notice and receipt by the Administrative Agent of a Borrowing Subsidiary Agreement executed by a Subsidiary such documents and the Company, legal opinions as the Administrative Agent shall deliver in consultation with all the Lenders may reasonably request (including a legal opinion that no withholding Tax is applicable with respect to each Lender a notice of any payment made by such request Restricted Subsidiary and, with respect to become a Borrowing any Restricted Subsidiary under this Agreement. If the designation of such Borrowing Subsidiary obligates the Administrative Agent or a Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information that is not already available to it, the Administrative Agent or such Lender shall deliver to the Company, (a) within five Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Domestic Subsidiary or (b) within 10 Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Foreign Subsidiary, any documents contemplated to be delivered by such Restricted Subsidiary (and its Restricted Subsidiaries and parent entities) pursuant to 6.9(c) were such Restricted Subsidiary a request to that effect, and new Foreign Subsidiary acquired on the Company shall, promptly upon receipt date of designation of such request, supply such documentation new Borrowing Subsidiary) and other evidence as is reasonably requested by subject to the Administrative Agent or Agent’s determining in consultation with all the Lenders that designating such Lender in order for the Administrative Agent or such Lender to carry out and comply with the requirements of the USA PATRIOT Act or any other applicable laws and regulations, and, unless the results of such inquiry conflict with the requirements of such laws and regulations, or if no such request by the Administrative Agent or any Lender is made within the time period set forth above, such Restricted Subsidiary as a Borrowing Subsidiary shall become a party hereto and a Borrower hereunder with the same effect as if it had been an original party to this Agreement. Notwithstanding the foregoing, no Subsidiary shall become a Borrower Subsidiary if it shall be unlawful for such Subsidiary to become a Borrower hereunder or for would not cause any Lender to make Loans suffer any economic, legal or otherwise extend credit regulatory disadvantage (it being understood and agreed that no Lender shall be deemed to suffer any such Subsidiary as provided herein or for any Issuing Bank to issue Letters of Credit for the disadvantage on account of any withholding Tax being applicable to any payment made by such Subsidiary. Upon Restricted Subsidiary to the execution by extent that the Company and applicable Loan Parties agree to treat any such withholding Tax as an Indemnified Tax, in which case no legal opinion that no withholding Tax is applicable shall be required), such Restricted Subsidiary shall be a Borrowing Subsidiary and delivery a party to this Agreement and the Administrative Agent of a Borrowing Subsidiary Termination with respect to such Borrowing Subsidiary, such Borrowing other Loan Documents. A Restricted Subsidiary shall cease to be a Borrowing Subsidiary hereunder; hereunder at such time the Company gives at least ten Business Days prior notice (or, shorter notice if acceptable to the Administrative Agent) to the Administrative Agent and the Lenders of its intention of terminating such Restricted Subsidiary as a Borrowing Subsidiary, provided that no any such termination shall not be effective and such Restricted Subsidiary shall remain a Borrowing Subsidiary Termination will become effective until such time as to any Borrowing Subsidiary (other than to terminate such Borrowing Subsidiary’s right to obtain further Loans or Letters of Credit under this Agreement) at a time when any principal of or interest on any Loan to such Borrowing Subsidiary or any Letter and accrued interest thereon and all other amounts then due from such Borrowing Subsidiary have been paid in full. In this connection, if outstanding Letters of Credit have been issued for the account of a Borrowing Subsidiary but all its Loans and accrued interest thereon have been paid in full, the Company shall be permitted to reallocate such Letters of Credit to another Borrower for the purpose of terminating such Borrowing Subsidiary shall be outstanding hereunder. Promptly following receipt of as a Borrowing Subsidiary, provided that such reallocation would not cause the applicable Issuing Lender to suffer any Borrowing Subsidiary Terminationeconomic, legal or regulatory disadvantage and such reallocation is documented in a manner reasonably satisfactory to the Administrative Agent shall send a copy thereof to each and the Issuing Lender.

Borrowing Subsidiaries. Within two Business Days after the receipt The Company may at any time and from time to time designate any Subsidiary as a Borrowing Subsidiary by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by a such Subsidiary and the Company; provided, the Administrative Agent shall deliver to each Lender a notice of such request to become that, no Subsidiary may be designated as a Borrowing Subsidiary under this Agreement. If the designation of such Borrowing Subsidiary obligates the Administrative Agent or a Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Administrative Agent or such Lender shall deliver to the Company, (a) within five Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Domestic Subsidiary or (b) within 10 Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Foreign Subsidiary, a request to that effect, and the Company shall, promptly upon receipt of such request, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or such Lender in order for the Administrative Agent or such Lender to carry out and comply with the requirements of the USA PATRIOT Act or any other applicable laws and regulations, and, unless the results of such inquiry conflict with the requirements of such laws and regulations, or if no such request by the Administrative Agent or any Lender is made within the time period set forth above, such Borrowing Subsidiary shall become a party hereto and a Borrower borrow hereunder with the same effect as if it had been an original party to this Agreement. Notwithstanding the foregoing, no Subsidiary shall become a Borrower Subsidiary if it shall be unlawful for such Subsidiary so to become a Borrower hereunder 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 Borrowing Subsidiary Agreement to the Lenders. Each Borrowing Subsidiary Agreement shall become effective on the date five (5) 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 after the posting date of such Borrowing Subsidiary Agreement under the Patriot Act, other “know-your-customer” laws or the Beneficial Ownership Regulation), 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 for any Issuing Bank (b) that such Lender is restricted by operational or administrative procedures or other applicable internal policies from extending credit under this Agreement to issue Letters Persons in the jurisdiction in which such Subsidiary is located (a “Notice of Credit for the account Objection”), in which case such Borrowing Subsidiary Agreement shall not become effective until such time as such Lender withdraws such Notice of such SubsidiaryObjection or ceases to be a Lender hereunder pursuant to Section 2.18(b). Upon the execution by effectiveness of a Borrowing Subsidiary Agreement as provided in the Company and preceding sentence, the applicable Subsidiary shall for all purposes of this Agreement be a Borrowing Subsidiary and delivery a party to this Agreement until the Company shall have executed and delivered to the Administrative Agent of a Borrowing Subsidiary Termination with respect to such Borrowing Subsidiary, whereupon such Borrowing Subsidiary shall cease to be a Borrowing Subsidiary hereunder; provided that and a party to this Agreement. Notwithstanding the preceding sentence, no Borrowing Subsidiary Termination will become effective as to any Borrowing Subsidiary (other than to terminate such Borrowing Subsidiary’s right to obtain further Loans or Letters of Credit under this Agreement) at a time when any principal of or interest on any Loan to such Borrowing Subsidiary or any Letter of Credit issued for shall be outstanding hereunder; provided, that, such Borrowing Subsidiary Termination shall be effective to terminate the account right of such Borrowing Subsidiary shall be outstanding hereunder. Promptly following receipt of any Borrowing Subsidiary Termination, the Administrative Agent shall send a copy thereof to each Lendermake further Borrowings under this Agreement.

Borrowing Subsidiaries. Within two Business Days (a) On or after the receipt Amendment Effective Date, upon not less than 10 Business Days’ notice to the Administrative Agent and the Lenders, the Company may designate any Significant Subsidiary of the Company as a Borrowing Subsidiary by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by a such Significant Subsidiary and the Company, the Administrative Agent and upon such delivery such Significant Subsidiary shall deliver for all purposes of this Agreement be a Borrowing Subsidiary and a party to each Lender a notice of such request to this Agreement; provided that no Subsidiary so designated shall become a Borrowing Subsidiary under this Agreementif any Lender shall, within 10 Business Days following the Company’s notice, notify the Company and the Administrative Agent that (i) it would be unlawful for such Lender or its Affiliates to make or maintain Loans to such Subsidiary or (ii) such Lender would otherwise be barred by applicable internal policies from making or maintaining Loans to such Subsidiary. If the designation of such Borrowing Subsidiary obligates the Administrative Agent or a any Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already previously available to it, the Administrative Agent or such Lender shall deliver to the Company, (a) within five Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Domestic Subsidiary or (b) within 10 Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Foreign Subsidiary, a request to that effect, and the Company shall, promptly upon receipt the request of such requestthe Administrative Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or such any Lender in order for the Administrative Agent or such Lender to carry out and comply be satisfied it has complied with the requirements results of the USA PATRIOT Act all necessary “know your customer” or any other similar checks under all applicable laws and regulationsregulations prior to such Subsidiary being designated a Borrowing Subsidiary. If the Company shall designate as a Borrowing Subsidiary hereunder any Subsidiary not organized under the laws of the United States or any State thereof, andany Lender may, unless the results of such inquiry conflict with the requirements of such laws and regulations, or if no such request by notice to the Administrative Agent or any and the Company, fulfill its Commitment by causing an Affiliate of such Lender is made within to act as the time period set forth above, Lender in respect of such Borrowing Subsidiary shall become a party hereto and a Borrower hereunder with such Lender shall, to the same effect as if it had been an original party extent of advances made to this Agreement. Notwithstanding the foregoing, no Subsidiary shall become a Borrower Subsidiary if it shall be unlawful for such Subsidiary to become a Borrower hereunder or for any Lender to make Loans or otherwise extend credit to such Subsidiary as provided herein or for any Issuing Bank to issue and participations in Letters of Credit issued for the account of such Borrowing Subsidiary. , be deemed for all purposed hereof to have pro tanto assigned such advances and participations to such Affiliate in compliance with the provisions of Section 10.04. (b) Upon the execution by the Company and a Borrowing Subsidiary and delivery to the Administrative Agent of a Borrowing Subsidiary Termination with respect to such any Borrowing Subsidiary, such Borrowing Subsidiary shall cease to be a Borrowing Subsidiary hereunderand a party to this Agreement; provided that no Borrowing Subsidiary Termination will become effective as to any Borrowing Subsidiary (other than to terminate such Borrowing Subsidiary’s right to make further Borrowings or obtain further Loans or Letters of Credit under this Agreement) at a time when any principal of or interest on any Loan to such Borrowing Subsidiary Subsidiary, or any Letter of Credit issued for the account of such Borrowing Subsidiary Subsidiary, shall be outstanding hereunder. hereunder or any fees or other amounts remain unpaid with respect thereto. (c) Promptly following receipt of any Borrowing Subsidiary Agreement or Borrowing Subsidiary Termination, the Administrative Agent shall send a copy thereof to each Lender.

Borrowing Subsidiaries. Within two On or after the Effective Date, the Company may designate, with written notice to the Administrative Agent not less than five Business Days after (or, in the receipt case of a non-U.S. domiciled Subsidiary, not less than ten Business Days) prior to the date of such designation and with the consent of the Administrative Agent (and, solely with respect to the designation of a Foreign Subsidiary Borrower, each Lender), certain Wholly-Owned Subsidiaries as a Borrowing Subsidiary by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by a such Subsidiary and the Company, and upon such delivery, subject to the satisfaction of the conditions in Section 4.03, such Subsidiary shall for all purposes of this Agreement be a Borrowing Subsidiary and a party to this Agreement. The Company may cause any Borrowing Subsidiary to cease to be a party to this Agreement by executing and delivering to the Administrative Agent shall deliver to each Lender a notice of such request to become a Borrowing Subsidiary under this Agreement. If the designation of Termination, whereupon such Borrowing Subsidiary obligates the Administrative Agent or a Lender shall cease to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Administrative Agent or such Lender shall deliver to the Company, (a) within five Business Days after the receipt of such be a Borrowing Subsidiary Agreement in respect of a Domestic Subsidiary or (b) within 10 Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Foreign Subsidiary, a request to that effect, and the Company shall, promptly upon receipt of such request, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or such Lender in order for the Administrative Agent or such Lender to carry out and comply with the requirements of the USA PATRIOT Act or any other applicable laws and regulations, and, unless the results of such inquiry conflict with the requirements of such laws and regulations, or if no such request by the Administrative Agent or any Lender is made within the time period set forth above, such Borrowing Subsidiary shall become a party hereto and a Borrower hereunder with the same effect as if it had been an original party to this Agreement. Notwithstanding the foregoing, no Subsidiary shall become a Borrower Subsidiary if it shall be unlawful for such Subsidiary to become a Borrower hereunder or for any Lender to make Loans or otherwise extend credit to such Subsidiary as provided herein or for any Issuing Bank to issue Letters of Credit for the account of such Subsidiary. Upon the execution by the Company and a Borrowing Subsidiary and delivery to the Administrative Agent of a Borrowing Subsidiary Termination with respect to such Borrowing Subsidiary, such Borrowing Subsidiary shall cease to be a Borrowing Subsidiary hereunder; provided that no Borrowing Subsidiary Termination will become effective as to any Borrowing Subsidiary (other than to terminate such Borrowing Subsidiary’s right to obtain further Loans or Letters of Credit under this Agreement) at a time when any principal of or interest on any Loan made directly to such Borrowing Subsidiary Subsidiary, or any Letter of Credit issued for or obligation to reimburse LC Disbursements of such Borrowing Subsidiary, shall be outstanding hereunder, provided that such Borrowing Subsidiary Termination shall be effective to terminate the account right of such Borrowing Subsidiary shall be outstanding hereunderto make further Borrowings under this Agreement. Promptly following As soon as practicable upon receipt of any a Borrowing Subsidiary TerminationAgreement, the Administrative Agent shall send a copy thereof to each Lender. Notwithstanding anything herein to the contrary, no Subsidiary that has been designated as a Borrowing Subsidiary pursuant to this Section 2.19 shall be permitted to continue as a Borrowing Subsidiary if such Subsidiary ceases to be a Wholly-Owned Subsidiary, and the Company shall immediately execute and deliver a Borrowing Subsidiary Termination, whereupon such entity shall cease to be a Borrower and a party to this Agreement in accordance with this Section 2.19.

Borrowing Subsidiaries. Within two Business Days after The Company may at any time or from ---------------------- time to time, with the receipt consent of the Agent, which consent shall not be unreasonably withheld, add as a party to this Agreement any French, Dutch, English, Scottish, German or domestic Subsidiary to be a "Borrowing Subsidiary" hereunder by (a) the Administrative execution and delivery to the Agent of a duly completed Assumption Letter by such Subsidiary, with the written consent of the Company at the foot thereof and (b) the execution and delivery to the Agent of such other guaranty and security documents as may be reasonably required by the Agent, such documents with respect to any additional French, Dutch, German, English or Scottish Subsidiaries to be substantially similar in form and substance to the Loan Documents executed on or about the date hereof by the French, Dutch, German, English or Scottish Subsidiaries parties hereto as of the Effective Date. Upon such execution, delivery and consent such Subsidiary shall for all purposes be a party hereto as a Borrowing Subsidiary Agreement as fully as if it had executed by a Subsidiary and delivered this Agreement. So long as the Company, the Administrative Agent shall deliver principal of and interest on any Advances made to each Lender a notice of such request to become a any Borrowing Subsidiary under this Agreement. If the designation of such Borrowing Subsidiary obligates the Administrative Agent Agreement shall have been repaid or a Lender to comply with “know your customer” or similar identification procedures paid in circumstances where the necessary information is not already available to itfull, the Administrative Agent or such Lender shall deliver to the Company, (a) within five Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Domestic Subsidiary or (b) within 10 Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Foreign Subsidiary, a request to that effect, and the Company shall, promptly upon receipt of such request, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or such Lender in order for the Administrative Agent or such Lender to carry out and comply with the requirements of the USA PATRIOT Act or any other applicable laws and regulations, and, unless the results of such inquiry conflict with the requirements of such laws and regulations, or if no such request by the Administrative Agent or any Lender is made within the time period set forth above, such Borrowing Subsidiary shall become a party hereto and a Borrower hereunder with the same effect as if it had been an original party to this Agreement. Notwithstanding the foregoing, no Subsidiary shall become a Borrower Subsidiary if it shall be unlawful for such Subsidiary to become a Borrower hereunder or for any Lender to make Loans or otherwise extend credit to such Subsidiary as provided herein or for any Issuing Bank to issue all Letters of Credit for the account of such Subsidiary. Upon the execution by the Company and a Borrowing Subsidiary and delivery to the Administrative Agent of a Borrowing Subsidiary Termination with respect to such Borrowing Subsidiary, such Borrowing Subsidiary shall cease to be a Borrowing Subsidiary hereunder; provided that no Borrowing Subsidiary Termination will become effective as to any Borrowing Subsidiary (other than to terminate such Borrowing Subsidiary’s right to obtain further Loans or Letters of Credit under this Agreement) at a time when any principal of or interest on any Loan to such Borrowing Subsidiary or any Letter of Credit issued for the account of such Borrowing Subsidiary have expired or been returned and terminated and all other obligations of such Borrowing Subsidiary under this Agreement shall be outstanding hereunderhave been fully performed, the Company may, by not less than five Business Days' prior notice to the Agent (which shall promptly notify the Lenders thereof), terminate such Borrowing Subsidiary's status as a "Borrowing Subsidiary". Promptly following receipt On or prior to the date of its execution and delivery of this Agreement in the case of any Borrowing Subsidiary TerminationLender (and on or prior to the effective date specified in any Assignment Agreement pursuant to which a Person becomes a Lender in the case of each other Lender), each Lender that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will (a) if such Lender is a "bank" within the meaning of Section 881(c)(3)(A) of the Code, deliver to the Borrower and the Administrative Agent shall send two duly completed copies of United States Internal Revenue Service Form 1001 or 4224 (or other appropriate form), certifying in either case that such Lender is entitled to receive payments under the Transaction Documents without deduction or withholding of any United States federal income taxes or, (b) if such Lender is not a copy "bank" within the meaning of section 881(c)(3)(A) of the Code and intends to claim exemption from U.S. Federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of "portfolio interest", a Form W-8, or any subsequent versions thereof or successors thereto (and, if such non-U.S. Lender delivers a Form W-8, a certificate representing that such non- U.S. Lender is not a bank for purposes of Section 881(c) of the Code, is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code of the Borrower and is not a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code)), properly completed and duly executed by such non-U.S. Lender claiming complete exemption from U.S. Federal withholding tax on payments of interest by the applicable Borrowers under this Agreement and the other Transaction Documents. Each Lender which so delivers a Form 1001 or 4224 further undertakes to deliver to the Borrower and the Administrative Agent two additional copies of such form (or a successor form) on or before the date that such form (or a replacement of an expired form) expires (currently, three successive calendar years for Form 1001 and one calendar year for Form 4224) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower or the Administrative Agent, in each Lendercase certifying that such Lender is entitled to receive payments under the Transaction Documents without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender promptly advises the Borrower and the Administrative Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

Borrowing Subsidiaries. Within two On or after the date hereof, the Company may designate, with written notice to the Lenders not less than five Business Days after (or, in the receipt case of a non-U.S. domiciled Subsidiary, not less than ten Business Days) prior to the date of such designation and with the consent of the Administrative Agent (and, solely with respect to the designation of a Foreign Subsidiary Borrower, each Lender), certain Subsidiaries as a Borrowing Subsidiary by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by a such Subsidiary and the Company, and upon such delivery such Subsidiary shall for all purposes of this Agreement be a Borrowing Subsidiary and a party to this Agreement. The Company may cause any Borrowing Subsidiary to cease to be a party to this Agreement by executing and delivering to the Administrative Agent a termination agreement satisfactory to the Administrative Agent, whereupon such Subsidiary shall deliver cease to each Lender a notice of such request to become be a Borrowing Subsidiary under this Agreement. If the designation of such Borrowing Subsidiary obligates the Administrative Agent or a Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Administrative Agent or such Lender shall deliver to the Company, (a) within five Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Domestic Subsidiary or (b) within 10 Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Foreign Subsidiary, a request to that effect, and the Company shall, promptly upon receipt of such request, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or such Lender in order for the Administrative Agent or such Lender to carry out and comply with the requirements of the USA PATRIOT Act or any other applicable laws and regulations, and, unless the results of such inquiry conflict with the requirements of such laws and regulations, or if no such request by the Administrative Agent or any Lender is made within the time period set forth above, such Borrowing Subsidiary shall become a party hereto and a Borrower hereunder with the same effect as if it had been an original party to this Agreement. Notwithstanding the foregoing, no Subsidiary shall become a Borrower Subsidiary if it shall be unlawful for such Subsidiary to become a Borrower hereunder or for any Lender to make Loans or otherwise extend credit to such Subsidiary as provided herein or for any Issuing Bank to issue Letters of Credit for the account of such Subsidiary. Upon the execution by the Company and a Borrowing Subsidiary and delivery to the Administrative Agent of a Borrowing Subsidiary Termination with respect to such Borrowing Subsidiary, such Borrowing Subsidiary shall cease to be a Borrowing Subsidiary hereunder; provided that no Borrowing Subsidiary Termination termination will become effective as to any Borrowing Subsidiary (other than to terminate such Borrowing Subsidiary’s right to obtain further Loans or Letters of Credit under this Agreement) at a time when any principal of or interest on any Loan made directly to such Borrowing Subsidiary Subsidiary, or any Letter of Credit issued for the account or obligation to reimburse LC Disbursements of such Borrowing Subsidiary Subsidiary, shall be outstanding hereunder. Promptly following As soon as practicable upon receipt of any a Borrowing Subsidiary TerminationAgreement, the Administrative Agent shall send a copy thereof to each Lender. Notwithstanding anything herein to the contrary, no Subsidiary that has been designated as a Borrowing Subsidiary pursuant to this Section 2.19 shall be permitted to continue as a Borrowing Subsidiary if the Company ceases to own greater than 50% of the Capital Stock (other than directors’ qualifying shares) of such Subsidiary, and the Company shall immediately execute and deliver a termination agreement satisfactory to the Administrative Agent, whereupon such entity shall cease to be a Borrower and a party to this Agreement.

Borrowing Subsidiaries. Within two Business Days after the receipt The Company may at any time and from time to time designate any Subsidiary as a Borrowing Subsidiary by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by a such Subsidiary and the Company. As soon as practicable upon receipt thereof, the Administrative Agent shall deliver to each Lender post a notice of such request to become a Borrowing Subsidiary under this Agreement. If the designation copy of such Borrowing Subsidiary obligates Agreement for review by the Administrative Agent or a Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Administrative Agent or such Lender shall deliver to the Company, (a) within five Business Days after the receipt of such a Lenders. Each Borrowing Subsidiary Agreement in respect of a Domestic Subsidiary or (b) within shall become effective on the date 10 Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Foreign Subsidiary, a request to that effect, and the Company shall, promptly upon receipt of such request, supply such documentation and other evidence as is reasonably requested it has been posted by the Administrative Agent (but in no event before the fifth Business Day after the receipt by any Lender of any information reasonably requested by it under the USA Patriot Act or other “know-your-customer” laws not later than the third Business Day after the posting date of such Lender in order for Borrowing Subsidiary Agreement), unless prior thereto the Administrative Agent or such Lender to carry out and comply with the requirements of the USA PATRIOT Act or any other applicable laws and regulations, and, unless the results of such inquiry conflict with the requirements of such laws and regulations, or if no such request by the Administrative Agent or shall have received written notice from any Lender (a) that it is made within the time period set forth above, such Borrowing Subsidiary shall become a party hereto and a Borrower hereunder with the same effect as if it had been an original party to this Agreement. Notwithstanding the foregoing, no Subsidiary shall become a Borrower Subsidiary if it shall be unlawful under Federal or applicable state or foreign law for such Subsidiary to become a Borrower hereunder or for any Lender to make Loans or otherwise extend credit to or do business with such Subsidiary as provided herein or (b) solely with respect to any Subsidiary organized under the laws of a jurisdiction outside the United States of America, that such Lender is restricted by internal policies of general applicability from extending credit under this Agreement to Persons in the jurisdiction in which such Subsidiary is located (a “Notice of Objection”), in which case such Borrowing Subsidiary Agreement shall not become effective until such time as such Lender withdraws such Notice of Objection or ceases to be a Lender hereunder. Upon the effectiveness of a Borrowing Subsidiary Agreement as provided in the preceding sentence, the applicable Subsidiary shall for all purposes of this Agreement be a Borrowing Subsidiary and a party to this Agreement. In the event that a Lender submits a Notice of Objection, the Company shall have the right, upon notice to such Lender and the Administrative Agent, to require such Lender to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 10.04) all interests, rights and obligations contained hereunder to another financial institution which shall assume such obligations; provided that (i) no such assignment shall conflict with any Issuing Bank law, rule or regulation or order of any Governmental Authority and (ii) the assignee or the applicable Borrowers, as the case may be, shall pay to issue Letters of Credit for the account affected Lender in immediately available funds on the date of such Subsidiaryassignment the principal of and interest accrued to the date of payment on the Loans made, and participations in L/C Disbursements acquired, by it hereunder and all other amounts accrued for its account or owed to it hereunder. Upon the execution by the Company and a Borrowing Subsidiary and delivery to the Administrative Agent of a Borrowing Subsidiary Termination with respect to such Borrowing Subsidiary, such Borrowing Subsidiary shall cease to be a Borrowing Subsidiary hereunder; provided that no Borrowing Subsidiary Termination will become effective as to any Borrowing Subsidiary (other than to terminate such Borrowing Subsidiary’s right to obtain further Loans or Letters of Credit under this Agreement) at a time when any principal of or interest on any Loan to such Borrowing Subsidiary or any Letter of Credit issued for the account of such Borrowing Subsidiary shall be outstanding hereunder. Promptly following receipt of any Borrowing Subsidiary Termination, the Administrative Agent shall send a copy thereof to each Lender.

Borrowing Subsidiaries. Within two Business Days (a) On or after the receipt Effective Date, the Company may designate any Subsidiary of the Company as a Borrowing Subsidiary by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by a such Subsidiary and the Company, the Administrative Agent shall deliver to each Lender a notice of and upon such request to become a Borrowing Subsidiary under this Agreement. If the designation of delivery such Borrowing Subsidiary obligates the Administrative Agent or a Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Administrative Agent or such Lender shall deliver to the Company, (a) within five Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Domestic Subsidiary or (b) within 10 Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Foreign Subsidiary, a request to that effect, and the Company shall, promptly upon receipt of such request, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or such Lender in order for the Administrative Agent or such Lender to carry out and comply with the requirements of the USA PATRIOT Act or any other applicable laws and regulations, and, unless the results of such inquiry conflict with the requirements of such laws and regulations, or if no such request by the Administrative Agent or any Lender is made within the time period set forth above, such Borrowing Subsidiary shall become a party hereto and a Borrower hereunder with the same effect as if it had been an original party to for all purposes of this Agreement. Notwithstanding the foregoing, no Subsidiary shall become a Borrower Subsidiary if it shall Agreement be unlawful for such Subsidiary to become a Borrower hereunder or for any Lender to make Loans or otherwise extend credit to such Subsidiary as provided herein or for any Issuing Bank to issue Letters of Credit for the account of such Subsidiary. Upon the execution by the Company and a Borrowing Subsidiary and delivery a party to this Agreement until the Company shall have executed and delivered to the Administrative Agent of a Borrowing Subsidiary Termination with respect to such Borrowing Subsidiary, whereupon such Borrowing Subsidiary shall cease to be a Borrowing Subsidiary hereunder; provided that and a party to this Agreement. Notwithstanding the preceding sentence, no Borrowing Subsidiary Termination will become effective as to any Borrowing Subsidiary (other than to terminate such Borrowing Subsidiary’s right to obtain further Loans or Letters of Credit under this Agreement) at a time when any principal of or interest on any Loan to such Borrowing Subsidiary shall be outstanding hereunder; provided that such Borrowing Subsidiary Termination shall be effective to terminate such Borrowing Subsidiary’s right to make further Borrowings under this Agreement. (b) If the Company shall designate as a Borrowing Subsidiary hereunder any Subsidiary not organized under the laws of the United States or any Letter State thereof, any Lender may, with notice to the Administrative Agent and the Company, fulfill its Commitment by causing an Affiliate or a branch of Credit issued such Lender to act as the Lender in respect of such Borrowing Subsidiary. (c) As soon as practicable after receiving notice from the Company or the Administrative Agent of the Company’s intent to designate a Subsidiary as a Borrowing Subsidiary, and in any event no later than five Business Days after the delivery of such notice, if such Borrowing Subsidiary is organized under the laws of a jurisdiction other than of the United States or a political subdivision thereof, any Lender that is unable to meet all necessary legal, regulatory, licensing and operational requirements to lend to, establish credit for the account of and/or do any business whatsoever with such Borrowing Subsidiary directly or through an Affiliate or a branch of such Lender as provided in the immediately preceding paragraph (a “Protesting Lender”) shall so notify the Company and the Administrative Agent in writing specifying in reasonable detail the applicable requirements. With respect to each Protesting Lender, the Company shall, effective on or before the date that such Borrowing Subsidiary shall have the right to borrow hereunder, either (A) notify the Agent and such Protesting Lender that the Commitments of such Protesting Lender shall be terminated; provided that such Protesting Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder. Promptly following receipt , from the assignee Lender (to the extent of any such outstanding principal and accrued interest and fees) or the Company or the relevant Borrowing Subsidiary Termination(in the case of all other amounts), the Administrative Agent shall send or (B) cancel its request to designate such Subsidiary as a copy thereof to each Lender“Borrowing Subsidiary” hereunder.

Borrowing Subsidiaries. Within two Business Days after (a) After the receipt by Effective Date, the Company may designate any Restricted Subsidiary of the Company as a Borrowing Subsidiary with the ability to request credit under the Revolving Credit Commitment upon satisfaction of the following conditions: (i) The Administrative Agent of shall have received a Borrowing Subsidiary Agreement executed by a such Subsidiary and the Company, and the Administrative Agent shall deliver have consented to each Lender a notice of such request to become the applicable Restricted Subsidiary becoming a Borrowing Subsidiary hereunder. (ii) The Lenders shall have received all documentation and other information required by bank regulatory authorities under this Agreement. If the designation of such Borrowing Subsidiary obligates the Administrative Agent or a Lender to comply with applicable “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to itand anti-money laundering rules and regulations, the Administrative Agent or such Lender shall deliver to the Company, (a) within five Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Domestic Subsidiary or (b) within 10 Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Foreign Subsidiary, a request to that effect, and the Company shall, promptly upon receipt of such request, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or such Lender in order for the Administrative Agent or such Lender to carry out and comply with the requirements of including the USA PATRIOT Act or any other applicable laws and regulations, and, unless (if applicable) the results Money Laundering Regulations 2003 of the United Kingdom (as amended) in respect of such inquiry conflict with Subsidiary. (iii) The Collateral Agent shall have received a pledge of the requirements Equity Interests of such laws and regulations, or if no such request by the Administrative Agent or any Lender is made within the time period set forth above, such Borrowing Subsidiary shall become a party hereto and a Borrower hereunder with (to the same effect as if it had been an original party to extent required under this Agreement. Notwithstanding the foregoing, no Subsidiary shall become a Borrower Subsidiary if it shall be unlawful for such Subsidiary ) pursuant to become a Borrower hereunder or for any Lender to make Loans or otherwise extend credit to such Subsidiary as provided herein or for any Issuing Bank to issue Letters documents (including opinions of Credit for the account of such Subsidiary. Upon the execution by the Company and a Borrowing Subsidiary and delivery counsel) reasonably satisfactory to the Administrative Agent and shall be satisfied with the Collateral and Guarantee Requirement insofar as it relates to the assets of such Borrowing Subsidiary and any other legal matters relating to such Borrowing Subsidiary and and shall have received such Borrowing Subsidiary’s Borrowing Subsidiary Agreement, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel. (iv) The Administrative Agent shall have received organizational documents, authorizing resolutions, officers’ certificates, good standing and existence and such other instruments, documents and agreements in respect of such Subsidiary as the Administrative Agent may reasonably request and legal opinions in form and substance reasonably satisfactory to Administrative Agent, and covering such other matters relating to such Borrowing Subsidiary and its Borrowing Subsidiary Agreement as the Administrative Agent shall reasonably request. (v) The Administrative Agent shall have received a joinder to the Guarantee Agreement executed by the Company in its capacity as a Guarantor of the Obligations of such Borrowing Subsidiary. (b) Upon satisfaction of the conditions set forth in paragraph (a) of this Section 2.20, such Subsidiary shall for all purposes of this Agreement be a Borrowing Subsidiary with the ability to request credit under the Revolving Credit Commitments, and a party to this Agreement until the Company shall have executed and delivered to the Administrative Agent a Borrowing Subsidiary Termination with respect to such Borrowing Restricted Subsidiary, whereupon such Borrowing Restricted Subsidiary shall cease to be a Borrowing Subsidiary, and a party to this Agreement. Notwithstanding the preceding sentence, (x) no particular Subsidiary hereunder; provided that may be added and terminated under this Section 2.20 more than twice during the term of this Agreement and (y) no Borrowing Subsidiary Termination will become effective as to any Borrowing Subsidiary (other than to terminate such Borrowing Subsidiary’s right to obtain further Loans or Letters of Credit under this Agreement) at a time when any principal of or interest on any Revolving Loan to such Borrowing Subsidiary or any Letter of Credit issued for the account of such Borrowing Subsidiary Borrower, shall be outstanding hereunder, provided that such Borrowing Subsidiary Termination shall be effective to terminate the right of such Borrowing Subsidiary to make further Borrowings or to request Letters of Credit under this Agreement. Promptly following As soon as practicable upon receipt of any a Borrowing Subsidiary TerminationAgreement, the Administrative Agent shall send a copy thereof to each Lender.

Borrowing Subsidiaries. Within two Business Days (a) The Company may at any time and from time to time after the receipt Restatement Effective Date designate any wholly owned Subsidiary as a Borrowing Subsidiary under the Revolving Facility by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed written request therefor. The effectiveness of any such designation shall be subject to (i) the prior written consent thereto by a Subsidiary and the Company, the Administrative Agent and, other than in the case of such designation of an Approved Netherlands Borrower or any Domestic Borrowing Subsidiary, by each Revolving Lender (in each case, not to be unreasonably withheld, conditioned or delayed), it being understood that a Revolving Lender shall deliver be deemed to have acted reasonably in withholding its consent (any such Revolving Lender, an “Objecting Lender”) if (A) it is unlawful (or such Revolving Lender cannot or has not been able to determine that it is lawful) for such Revolving Lender to make Revolving Loans and other extensions of credit under this Agreement to such Subsidiary, (B) the making of Revolving Loans or other extensions of credit under this Agreement to such Subsidiary might subject such Revolving Lender to adverse tax consequences for which it is not reimbursed hereunder, (C) such Revolving Lender would be required to, or has determined that it would be prudent to, register or file in the 98 [[5866265v.11]] jurisdiction of formation, organization or location of such Subsidiary in order to make Revolving Loans or other extensions of credit under this Agreement to such Subsidiary, and such Revolving Lender does not wish to do so or (D) such Revolving Lender is restricted by operational or administrative procedures or other applicable internal policies from making Revolving Loans or other extensions of credit under this Agreement to Persons formed, organized or located in the jurisdiction in which such Subsidiary is formed, organized or located, (ii) (A) each Lender a notice of having received all documentation and other information with respect to such request to become a Borrowing Subsidiary required by bank regulatory authorities under this Agreement. If the designation of such Borrowing Subsidiary obligates the Administrative Agent or a Lender to comply with applicable “know your customer” or similar identification procedures and anti-money laundering rules and regulations, including the USA PATRIOT Act, that shall have been requested by such Lender prior to a deadline notified by the Administrative Agent to the Lenders (which deadline shall be set by the Administrative Agent in circumstances where its reasonable discretion and in consultation with the necessary information is not already available Company) and (B) to itthe extent such Subsidiary qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Administrative Agent or having received a Beneficial Ownership Certification in relation to such Lender shall deliver Subsidiary prior to the Company, (a) within five Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Domestic Subsidiary or (b) within 10 Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Foreign Subsidiary, a request to that effect, and the Company shall, promptly upon receipt of such request, supply such documentation and other evidence as is reasonably requested deadline notified by the Administrative Agent or such Lender in order for the Administrative Agent or such Lender to carry out and comply with the requirements of the USA PATRIOT Act or any other applicable laws and regulations, and, unless the results of such inquiry conflict with the requirements of such laws and regulations, or if no such request (which deadline shall be set by the Administrative Agent or any Lender is made within in its reasonable discretion and in consultation with the time period Company), (iii) satisfaction of the conditions set forth above, such in Section 4.03 and (iv) the Administrative Agent having received a counterpart of the Borrowing Subsidiary shall become a party hereto Accession Agreement executed on behalf of the Company and a Borrower hereunder with the same effect as if it had been an original party to this Agreement. Notwithstanding the foregoing, no Subsidiary shall become a Borrower Subsidiary if it shall be unlawful for such Subsidiary to become a Borrower hereunder or for any Lender to make Loans or otherwise extend credit to such Subsidiary as provided herein or for any Issuing Bank to issue Letters of Credit for the account of such Subsidiary. Upon the execution and delivery of a Borrowing Subsidiary Accession Agreement by the Company and such Subsidiary, and the acceptance thereof by the Administrative Agent, such Subsidiary shall for all purposes of this Agreement be a Borrowing Subsidiary and a party to this Agreement. (b) Upon the execution by the Company and delivery to the Administrative Agent of a Borrowing Subsidiary Termination with respect to such any Borrowing Subsidiary, such Borrowing Subsidiary shall cease to be a Borrowing Subsidiary hereunderand a party to this Agreement; provided that no Borrowing Subsidiary Termination will become effective as to any Borrowing Subsidiary (other than to terminate such Borrowing Subsidiary’s right to obtain request or receive further Revolving Borrowings or Swingline Loans or obtain Letters of Credit under this Agreement) at a time when any principal of or interest on any Loan until (i) all Loans made to such Borrowing Subsidiary shall have been repaid (including with proceeds of Revolving Loans concurrently borrowed by the Company or any Letter another Borrowing Subsidiary) and (ii) (A) to the extent the Company is not a joint and several co-applicant with respect thereto, (x) all Letters of Credit issued for the account of such Borrowing Subsidiary shall be outstanding hereunderhave expired or been canceled or otherwise terminated (or the Company shall have agreed to become an obligor with respect thereto pursuant to documentation reasonably satisfactory to the applicable Issuing Bank) and (y) all amounts due and payable in connection with such Letters of Credit by such Borrowing Subsidiary in respect of LC Disbursements and related fees shall have been paid in full and (B) all interest and other fees (and, to the extent notified by the Administrative Agent, any Revolving Lender or any Issuing Bank, any other amounts) due and payable hereunder by such Borrowing Subsidiary shall have been paid in full. Promptly following As soon as practicable upon receipt of any a Borrowing Subsidiary Termination, the Administrative Agent shall send make a copy thereof available to each Revolving Lender. (d) Notwithstanding anything in this Agreement or any other Loan Document to the contrary, it is agreed, and the Loan Documents shall in all circumstances be interpreted to provide, that each Foreign Borrowing Subsidiary is liable only for Loans made to such Foreign Borrowing Subsidiary, interest on such Loans, such Foreign Borrowing Subsidiary’s reimbursement obligations with respect to any Letter of Credit issued for its account and for the account of its subsidiaries and interest thereon and its other Obligations, including general fees, reimbursements, indemnities and charges for which it is severally liable hereunder or under any other Loan Document. Nothing in this Agreement or in any other Loan Document (including provisions which purport to impose joint and several liability on a Foreign Borrowing Subsidiary and the other Loan Parties) shall be deemed or operate to cause any Foreign Borrowing Subsidiary to Guarantee or assume liability with respect to any Loan made to the Company or any other Loan Party, any Letters of Credit issued for the account of the Company or any other Subsidiary (other than a subsidiary of such Foreign Borrowing Subsidiary) or other Obligation for which any other Loan Party is the primary obligor. Nothing in this paragraph is intended to limit, nor shall it be deemed to limit, any liability of the Company or any other Loan Party (other than a Foreign Borrowing Subsidiary) for any of the Obligations, whether in its primary capacity as a Borrower, as a guarantor, at law or otherwise.

Borrowing Subsidiaries. Within two Business Days after the receipt The Company may at any time and from time to time designate any wholly-owned Subsidiary as a Borrowing Subsidiary by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by a such Subsidiary and the Company; provided, the Administrative Agent shall deliver to each Lender a notice of such request to become that, no Subsidiary may be designated as a Borrowing Subsidiary under this Agreement. If the designation of such Borrowing Subsidiary obligates the Administrative Agent or a Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Administrative Agent or such Lender shall deliver to the Company, (a) within five Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Domestic Subsidiary or (b) within 10 Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Foreign Subsidiary, a request to that effect, and the Company shall, promptly upon receipt of such request, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or such Lender in order for the Administrative Agent or such Lender to carry out and comply with the requirements of the USA PATRIOT Act or any other applicable laws and regulations, and, unless the results of such inquiry conflict with the requirements of such laws and regulations, or if no such request by the Administrative Agent or any Lender is made within the time period set forth above, such Borrowing Subsidiary shall become a party hereto and a Borrower borrow hereunder with the same effect as if it had been an original party to this Agreement. Notwithstanding the foregoing, no Subsidiary shall become a Borrower Subsidiary if it shall be unlawful for such Subsidiary so to become a Borrower hereunder 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 Borrowing Subsidiary Agreement to the Lenders. Each Borrowing Subsidiary Agreement shall become effective on the date five (5) 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 after the posting date of such Borrowing Subsidiary Agreement under the Patriot Act, other “know-your-customer” laws or the Beneficial Ownership Regulation), 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 for any Issuing Bank (b) that such Lender is restricted by operational or administrative procedures or other applicable internal policies from extending credit under this Agreement to issue Letters Persons in the jurisdiction in which such Subsidiary is located (a “Notice of Credit for the account Objection”), in which case such Borrowing Subsidiary Agreement shall not become effective until such time as such Lender withdraws such Notice of such SubsidiaryObjection or ceases to be a Lender hereunder pursuant to Section 2.18(b). Upon the execution by effectiveness of a Borrowing Subsidiary Agreement as provided in the Company and preceding sentence, the applicable Subsidiary shall for all purposes of this Agreement be a Borrowing Subsidiary and delivery a party to this Agreement until the Company shall have executed and delivered to the Administrative Agent of a Borrowing Subsidiary Termination with respect to such Borrowing Subsidiary, whereupon such Borrowing Subsidiary shall cease to be a Borrowing Subsidiary hereunder; provided that and a party to this Agreement. Notwithstanding the preceding sentence, no Borrowing Subsidiary Termination will become effective as to any Borrowing Subsidiary (other than to terminate such Borrowing Subsidiary’s right to obtain further Loans or Letters of Credit under this Agreement) at a time when any principal of or interest on any Loan to such Borrowing Subsidiary or any Letter of Credit issued for shall be outstanding hereunder; provided, that, such Borrowing Subsidiary Termination shall be effective to terminate the account right of such Borrowing Subsidiary shall be outstanding hereunder. Promptly following receipt of any Borrowing Subsidiary Termination, the Administrative Agent shall send a copy thereof to each Lendermake further Borrowings under this Agreement.

Borrowing Subsidiaries. Within two The Company may designate any Wholly Owned Subsidiary of the Company as a Borrowing Subsidiary under any of the Revolving Commitments; provided that, promptly upon receiving such designation, the General Administrative Agent shall post a notice to the Lenders of the applicable Class of such proposed designation and shall not have received, within five Business Days after of such notice, written notice from any such Lender that it may not make loans and other extensions of credit to such Person in the applicable Currency or Currencies in such Person’s jurisdiction in compliance with applicable laws and regulations and without being subject to any unreimbursed or unindemnified Tax or other expense. Upon the receipt by the General Administrative Agent of a Borrowing Subsidiary Agreement executed by such a Wholly Owned Subsidiary and the Company, and in the Administrative Agent absence of any notice from a Lender delivered pursuant to the proviso to the immediately preceding sentence, such Wholly Owned Subsidiary shall deliver to each Lender a notice of such request to become be a Borrowing Subsidiary under this Agreement. If the designation of such Borrowing Subsidiary obligates the Administrative Agent or a Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Administrative Agent or such Lender shall deliver to the Company, (a) within five Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Domestic Subsidiary or (b) within 10 Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Foreign Subsidiary, a request to that effect, and the Company shall, promptly upon receipt of such request, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or such Lender in order for the Administrative Agent or such Lender to carry out and comply with the requirements of the USA PATRIOT Act or any other applicable laws and regulations, and, unless the results of such inquiry conflict with the requirements of such laws and regulations, or if no such request by the Administrative Agent or any Lender is made within the time period set forth above, such Borrowing Subsidiary shall become a party hereto and a Borrower hereunder with the same effect as if it had been an original party to this Agreement. Notwithstanding the foregoing, no A Subsidiary shall become cease to be a Borrower Borrowing Subsidiary if it hereunder at such time as no Loans, fees or any other amounts due in connection therewith pursuant to the terms hereof shall be unlawful for such Subsidiary to become a Borrower hereunder or for any Lender to make Loans or otherwise extend credit outstanding to such Subsidiary as provided herein or for any Issuing Bank to issue Letters of Credit for the account of and such Subsidiary. Upon the execution by Subsidiary and the Company shall have executed and delivered to the General Administrative Agent a Borrowing Subsidiary and delivery Termination; provided that, notwithstanding anything herein to the Administrative Agent of a Borrowing Subsidiary Termination with respect to such Borrowing Subsidiarycontrary, such no Borrowing Subsidiary shall cease to be a Borrowing Subsidiary hereunder; provided that solely because it no longer is a Wholly Owned Subsidiary of the Company so long as such Borrowing Subsidiary and the Company shall not have executed and delivered to the General Administrative Agent a Borrowing Subsidiary Termination will become effective as to any Borrowing Subsidiary (other than to terminate such Borrowing Subsidiaryand the Company’s right to obtain further Loans or Letters guarantee of Credit under this Agreement) at a time when any principal of or interest on any Loan to such Borrowing Subsidiary or any Letter of Credit issued for the account Borrower Obligations of such Borrowing Subsidiary shall be outstanding hereunder. Promptly following receipt of any pursuant to Section 12.16 has not been released; provided further that in the event that (a) a Borrowing Subsidiary Terminationceases to be a Wholly Owned Subsidiary of the Company, the Administrative Agent such Borrowing Subsidiary shall send not be entitled to request new Loans hereunder, and (b) a copy thereof Borrowing Subsidiary ceases to each Lenderbe a Subsidiary, all outstanding Loans owed by such Borrowing Subsidiary shall become immediately due and payable.

Borrowing Subsidiaries. Within two Business Days after the receipt The Company may at any time and from time to time designate any Subsidiary as a Borrowing Subsidiary by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by a such Subsidiary and the Company. As soon as practicable upon receipt thereof, the Administrative Agent shall deliver to each Lender post a notice of such request to become a Borrowing Subsidiary under this Agreement. If the designation copy of such Borrowing Subsidiary obligates Agreement for review by the Administrative Agent or a Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Administrative Agent or such Lender shall deliver to the Company, (a) within five Business Days after the receipt of such a Lenders. Each Borrowing Subsidiary Agreement in respect of a Domestic Subsidiary or (b) within shall become effective on the date 10 Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Foreign Subsidiary, a request to that effect, and the Company shall, promptly upon receipt of such request, supply such documentation and other evidence as is reasonably requested it has been posted by the Administrative Agent (but in no event before the fifth Business Day after 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 Borrowing Subsidiary Agreement under the USA Patriot Act or such Lender in order for other “know-your-customer” laws), unless prior thereto the Administrative Agent or such Lender to carry out and comply with the requirements of the USA PATRIOT Act or any other applicable laws and regulations, and, unless the results of such inquiry conflict with the requirements of such laws and regulations, or if no such request by the Administrative Agent or shall have received written notice from any Lender (a) that it is made within the time period set forth above, such Borrowing Subsidiary shall become a party hereto and a Borrower hereunder with the same effect as if it had been an original party to this Agreement. Notwithstanding the foregoing, no Subsidiary shall become a Borrower Subsidiary if it shall be unlawful under Federal or applicable state or foreign law for such Subsidiary to become a Borrower hereunder or for any Lender to make Loans or otherwise extend credit to or do business with such Subsidiary as provided herein or (b) solely with respect to any Subsidiary organized under the laws of a jurisdiction outside the United States of America, that such Lender is restricted by internal policies of general applicability from extending credit under this Agreement to Persons in the jurisdiction in which such Subsidiary is located (a “Notice of Objection”), in which case such Borrowing Subsidiary Agreement shall not become effective until such time as such Lender withdraws such Notice of Objection or ceases to be a Lender hereunder. Upon the effectiveness of a Borrowing Subsidiary Agreement as provided in the preceding sentence, the applicable Subsidiary shall for all purposes of this Agreement be a Borrowing Subsidiary and a party to this Agreement. In the event that a Lender submits a Notice of Objection, the Company shall have the right, upon notice to such Lender and the Administrative Agent, to require such Lender to transfer and assign without recourse (in accordance with and subject to the requirements of Section 10.04) all its interests, rights and obligations hereunder to another financial institution which shall assume such obligations; provided that (i) no such assignment shall conflict with any Issuing Bank law, rule or regulation or order of any Governmental Authority and (ii) the assignee or the applicable Borrowers, as the case may be, shall pay to issue Letters of Credit for the account affected Lender in immediately available funds on the date of such Subsidiaryassignment the principal of and interest accrued to the date of payment on the Loans made and participations in L/C Disbursements funded by it hereunder and all other amounts accrued for its account or owed to it hereunder. Upon the execution by the Company and a Borrowing Subsidiary and delivery to the Administrative Agent of a Borrowing Subsidiary Termination with respect to such Borrowing Subsidiary, such Borrowing Subsidiary shall cease to be a Borrowing Subsidiary hereunder; provided that no Borrowing Subsidiary Termination will become effective as to any Borrowing Subsidiary (other than to terminate such Borrowing Subsidiary’s right to obtain further Loans or Letters of Credit under this Agreement) at a time when any principal of or interest on any Loan to such Borrowing Subsidiary or any Letter of Credit issued for the account of such Borrowing Subsidiary shall be outstanding hereunder. Promptly following receipt of any Borrowing Subsidiary Termination, the Administrative Agent shall send a copy thereof to each Lender. Notwithstanding the foregoing, the designation of any Subsidiary that is organized under the laws of a jurisdiction other than the United States shall not become effective until the applicable provisions of Section 2.19 for delivery of required non-US tax forms shall be amended in such manner, if necessary, as is advisable in the reasonable judgment of the Administrative Agent in view of the tax laws of such jurisdiction or any tax treaty to which such jurisdiction is party.

Borrowing Subsidiaries. Within two Business Days after Any Wholly Owned Subsidiary of the receipt by Company shall become a Borrowing Subsidiary and a party to this Agreement upon the Administrative Agent effectiveness of a Borrowing Subsidiary Agreement executed by a such Subsidiary and the CompanyCompany and delivered to the Administrative Agent. As soon as practicable upon receipt of any such Borrowing Subsidiary Agreement, the Administrative Agent will make a copy thereof available to the Lenders. Each Borrowing Subsidiary Agreement shall become effective on the date five Business Days after it has been so made available by the Administrative Agent (subject to the receipt by any Lender of any information reasonably requested by it under the USA Patriot Act or other “know- your-customer” laws, in each case, not later than the second Business Day after the delivery of such Borrowing Subsidiary Agreement), unless, in the case of any Borrowing Subsidiary Agreement of a Foreign Subsidiary, the Administrative Agent shall deliver to each Lender theretofore have received a written notice of such request to become a Borrowing Subsidiary under this Agreement. If the designation of such Borrowing Subsidiary obligates the Administrative Agent or a Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Administrative Agent or such Lender shall deliver to the Company, (a) within five Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Domestic Subsidiary or (b) within 10 Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Foreign Subsidiary, a request to that effect, and the Company shall, promptly upon receipt of such request, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or such Lender in order for the Administrative Agent or such Lender to carry out and comply with the requirements of the USA PATRIOT Act or any other applicable laws and regulations, and, unless the results of such inquiry conflict with the requirements of such laws and regulations, or if no such request by the Administrative Agent or from any Lender is made within the time period set forth above, such Borrowing Subsidiary shall become a party hereto and a Borrower hereunder with the same effect as if stating that it had been an original party to this Agreement. Notwithstanding the foregoing, no Subsidiary shall become a Borrower Subsidiary if it shall would be unlawful under Federal or applicable state or foreign law or regulation for such Subsidiary to become a Borrower hereunder or for any Lender to make Loans or otherwise extend credit to or do business with such Subsidiary as provided herein herein, in which case such Borrowing Subsidiary Agreement shall not become effective until such time as such Lender withdraws such notice or for any Issuing Bank ceases to issue Letters of Credit for the account of such Subsidiarybe a Lender hereunder. Upon the execution by the Company and a Borrowing Subsidiary and delivery to the Administrative Agent of a Borrowing Subsidiary Termination with respect to such any Borrowing Subsidiary, such Borrowing Subsidiary shall cease to be a Borrowing Subsidiary hereunderhereunder and a party to this Agreement; provided that no Borrowing Subsidiary Termination will become effective as to any Borrowing Subsidiary (other than to terminate such Borrowing Subsidiary’s right to make further Borrowings or obtain further Loans or Letters of Credit under this Agreement) at a time when any principal of or interest on any Loan to such Borrowing Subsidiary or any Letter of Credit issued for the account of such Borrowing Subsidiary shall be outstanding hereunder. Promptly following receipt of any Borrowing Subsidiary Termination, the Administrative Agent shall send a copy thereof to each Lender.

Borrowing Subsidiaries. Within two Business Days On or after the receipt Effective Date, the Borrower Agent (a) may designate any subsidiary of the Company, Holdings or ASII as a Borrowing Subsidiary and (b) may also designate any subsidiary of the Company or ASII that is incorporated or otherwise organized under the laws of Belgium as a Belgian Borrowing Subsidiary, as applicable, by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by a such Subsidiary and the CompanyHoldings, the Administrative Agent and upon such delivery such Subsidiary shall deliver for all purposes of this Agreement be a party to each Lender a notice of such request to become and a Borrowing Subsidiary and, if applicable, a Belgian Borrowing Subsidiary, under this Agreement. If the designation of such Borrowing Subsidiary obligates the Administrative Agent or a Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Administrative Agent or such Lender shall deliver to the Company, (a) within five Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Domestic Subsidiary or (b) within 10 Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Foreign Subsidiary, a request to that effect, and the Company shall, promptly upon receipt of such request, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or such Lender in order for the Administrative Agent or such Lender to carry out and comply with the requirements of the USA PATRIOT Act or any other applicable laws and regulations, and, unless the results of such inquiry conflict with the requirements of such laws and regulations, or if no such request by the Administrative Agent or any Lender is made within the time period set forth above, such Borrowing Subsidiary shall become a party hereto and a Borrower hereunder with the same effect as if it had been an original party to this Agreement. Notwithstanding the foregoing, no Subsidiary shall become a Borrower Subsidiary if it shall be unlawful for such Subsidiary to become a Borrower hereunder or for any Lender to make Loans or otherwise extend credit to such Subsidiary as provided herein or for any Issuing Bank to issue Letters of Credit for the account of such Subsidiary. Upon the execution by the Company and a Borrowing Subsidiary Borrower Agent and delivery to the Administrative Agent of a Borrowing Subsidiary Termination with respect to such any Borrowing Subsidiary, such Borrowing Subsidiary shall cease to be a Borrowing Subsidiary hereunderand, if applicable, a Belgian Borrowing Subsidiary; provided that no Borrowing Subsidiary Termination will become effective as to any Borrowing Subsidiary (other than to terminate such Borrowing Subsidiary’s its right to make further Borrowings or to obtain further Loans or Letters of Credit under this Agreement) at a time when any principal of or interest on any Loan to such Borrowing Subsidiary or any Letter of Credit issued for the account of such Borrowing Subsidiary shall be outstanding hereunder, unless the obligations of such Borrowing Subsidiary in respect of such Loan or Letter of Credit shall have been assumed by another Borrower. In the event that any Borrowing Subsidiary shall cease to be a Subsidiary, the Borrower Agent will promptly execute and deliver to the Administrative Agent a Borrowing Subsidiary Termination terminating its status as a Borrowing Subsidiary and, if applicable, a Belgian Borrowing Subsidiary, subject to the proviso in the immediately preceding sentence. Promptly following receipt of any Borrowing Subsidiary Agreement or Borrowing Subsidiary Termination, the Administrative Agent shall send a copy thereof to each Lender.

Borrowing Subsidiaries. Within two Business Days On or after the receipt date hereof, the Company may request the designation of any Subsidiary as a Borrowing Subsidiary by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by a such Subsidiary and the Company, the Administrative Agent shall deliver to each Lender a notice . Promptly following receipt of such request to become a Borrowing Subsidiary under this Agreement, the Agent shall make a copy thereof available to each Lender. If Unless any Lender shall inform the designation Agent within 10 Business Days (or, in the case of any such Subsidiary that is incorporated in, or conducts business in, a jurisdiction outside the United States, 15 Business Days) following the receipt of such Borrowing Subsidiary obligates the Administrative Agent or a Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Administrative Agent or Agreement by such Lender shall deliver to the Company, (a) within five Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Domestic Subsidiary or (b) within 10 Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Foreign Subsidiary, a request to that effect, and the Company shall, promptly upon receipt of such request, supply such documentation and other evidence as it is reasonably requested by the Administrative Agent or such Lender in order unlawful for the Administrative Agent or such Lender to carry out and comply with the requirements of the USA PATRIOT Act or any other applicable laws and regulations, and, unless the results of such inquiry conflict with the requirements of such laws and regulations, or if no such request by the Administrative Agent or any Lender is made within the time period set forth above, such Borrowing Subsidiary shall become a party hereto and a Borrower hereunder with the same effect as if it had been an original party to this Agreement. Notwithstanding the foregoing, no Subsidiary shall become a Borrower Subsidiary if it shall be unlawful for such Subsidiary to become a Borrower hereunder or for any Lender to make Loans or otherwise extend credit to such Subsidiary as provided herein or (in which case such Subsidiary shall not become a Borrowing Subsidiary), such Subsidiary shall for any Issuing Bank to issue Letters all purposes of Credit for the account of such Subsidiary. Upon the execution by the Company and this Agreement be a Borrowing Subsidiary and delivery a party to this Agreement until the Company shall have executed and delivered to the Administrative Agent of a Borrowing Subsidiary Termination with respect to such Borrowing Subsidiary, whereupon such Borrowing Subsidiary shall cease to be a Borrowing Subsidiary hereunder; provided that and a party to this Agreement. Promptly following receipt of any Borrowing Subsidiary Termination, the Agent shall make a copy thereof available to each Lender. Notwithstanding the second preceding sentence, no Borrowing Subsidiary Termination will become effective as to any Borrowing Subsidiary (other than to terminate such Borrowing Subsidiary’s right to obtain further Loans or Letters of Credit under this Agreement) at a time when any principal of or interest on any Loan to such Borrowing Subsidiary or any Letter of Credit issued for the account of such Borrowing Subsidiary shall be outstanding hereunder; provided that such Borrowing Subsidiary Termination shall be effective to terminate such Borrowing Subsidiary’s right to make further Borrowings under this Agreement. Promptly following receipt Notwithstanding any provision of this Agreement obligating a Lender to make a Loan, each Lender may, at its option, make any Loan available to any Borrowing Subsidiary Terminationthat is incorporated in, or conducts business in, a jurisdiction outside the Administrative Agent shall send a copy thereof United States by causing any foreign or domestic branch or Affiliate of such Lender to each Lendermake such Loan.

Borrowing Subsidiaries. Within two Business Days On or after the receipt Restatement Effective Date, the Company may designate, subject to the provisions of this paragraph, any wholly-owned Subsidiary as a Borrowing Subsidiary by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by a such Subsidiary and the Company. Promptly following receipt of any Borrowing Subsidiary Agreement, the Administrative Agent shall deliver make available to each Revolving Lender a notice of such request to become a Borrowing Subsidiary under this Agreementcopy thereof. If the designation of such Borrowing Subsidiary obligates Unless any Revolving Lender shall notify the Administrative Agent or a Lender to comply with “know your customer” or similar identification procedures in circumstances where and the necessary information is not already available to it, the Administrative Agent or such Lender shall deliver to the Company, (a) Company within five 10 Business Days after of the receipt of such a Borrowing Subsidiary Agreement in respect of a Domestic notice (a) that it is unlawful for such Revolving Lender to extend credit to such Subsidiary or (b) within 10 Business Days after that (i) such Revolving Lender is restricted by operational or administrative procedures or other applicable internal policies from extending credit under this Agreement to Persons in the receipt jurisdiction in which such Subsidiary is located and (ii) such Revolving Lender is not making loans or other extensions of credit to any Person located in the jurisdiction in which such Subsdiary is located (or is not making loans or other extensions of credit without provisions not in this Agreement to reflect such procedures or internal policies), such Subsidiary shall for all purposes of this Agreement, upon satisfaction of the conditions set forth in Section 4.03, become a Borrowing Subsidiary Agreement in respect of a Foreign Subsidiary, a request to that effect, and the Company shall, promptly upon receipt of such request, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or such Lender in order for the Administrative Agent or such Lender to carry out and comply with the requirements of the USA PATRIOT Act or any other applicable laws and regulations, and, unless the results of such inquiry conflict with the requirements of such laws and regulations, or if no such request by the Administrative Agent or any Lender is made within the time period set forth above, such Borrowing Subsidiary shall become a party hereto and a Borrower hereunder with the same effect as if it had been an original party to this Agreement. Notwithstanding If any Lender shall notify the foregoingAdministrative Agent and the Company pursuant to the immediately preceding sentence that it is unable to extend credit under this Agreement to Persons in a particular jurisdiction, no Subsidiary and if an amendment to this Agreement would enable it so to extend credit without violating applicable law and in compliance with its applicable policies and procedures, then such Lender shall so advise the Company and the Administrative Agent and endeavor in good faith to agree with the Company and the Administrative Agent on an amendment to this Agreement that would permit it so to extend credit, and upon the effectiveness of such amendment, will withdraw the notice delivered by it pursuant to the second preceding sentence. The parties hereto agree that any amendment referred to in the immediately preceding sentence, if it does not adversely affect the rights or interests of the Lenders, shall become a Borrower Subsidiary effective if it shall be unlawful for is agreed to in writing by such Subsidiary to become a Borrower hereunder or for any Lender to make Loans or otherwise extend credit to such Subsidiary as provided herein or for any Issuing Bank to issue Letters of Credit for Lender, the account of such SubsidiaryAdministrative Agent and the Company. Upon the execution by the Company and a Borrowing Subsidiary and delivery to the Administrative Agent of a Borrowing Subsidiary Termination with respect to such any Borrowing Subsidiary, such Borrowing Subsidiary shall cease to be a Borrowing Subsidiary hereunderhereunder and a party to this Agreement; provided that no Borrowing Subsidiary Termination will become effective as to any Borrowing Subsidiary (other than to terminate such Borrowing Subsidiary’s right to obtain make further Loans or Letters of Credit Borrowings under this Agreement) at a time when any principal of or interest on any Loan to such Borrowing Subsidiary or any Letter of Credit issued for the account of such Borrowing Subsidiary shall be outstanding hereunder. Promptly following receipt of any Borrowing Subsidiary Termination, the Administrative Agent shall send make available to each Revolving Lender a copy thereof to each Lenderthereof.

Borrowing Subsidiaries. Within two The Company may designate any Restricted Subsidiary that is (i) a Wholly Owned Subsidiary of the Company and (ii) a Manufacturing Subsidiary, as a Borrowing Subsidiary upon ten Business Days after notice, or shorter notice if acceptable to the Administrative Agent, to the Administrative Agent and the Lenders (such notice to include the name, primary business address and tax identification number of such proposed Borrowing Subsidiary). Upon proper notice and receipt by the Administrative Agent of such documents and legal opinions as the Administrative Agent may reasonably request and subject to the Administrative Agent’s determining in consultation with all the Lenders that designating such Restricted Subsidiary as a Borrowing Subsidiary Agreement executed by a Subsidiary and the Company, the Administrative Agent shall deliver to each Lender a notice of such request to become a Borrowing Subsidiary under this Agreement. If the designation of such Borrowing Subsidiary obligates the Administrative Agent or a Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is would not already available to it, the Administrative Agent or such Lender shall deliver to the Company, (a) within five Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Domestic Subsidiary or (b) within 10 Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Foreign Subsidiary, a request to that effect, and the Company shall, promptly upon receipt of such request, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or such Lender in order for the Administrative Agent or such Lender to carry out and comply with the requirements of the USA PATRIOT Act or any other applicable laws and regulations, and, unless the results of such inquiry conflict with the requirements of such laws and regulations, or if no such request by the Administrative Agent or any Lender is made within the time period set forth above, such Borrowing Subsidiary shall become a party hereto and a Borrower hereunder with the same effect as if it had been an original party to this Agreement. Notwithstanding the foregoing, no Subsidiary shall become a Borrower Subsidiary if it shall be unlawful for such Subsidiary to become a Borrower hereunder or for cause any Lender to make Loans suffer any economic, legal or otherwise extend credit to regulatory disadvantage, such Restricted Subsidiary as provided herein or for any Issuing Bank to issue Letters of Credit for the account of such Subsidiary. Upon the execution by the Company and shall be a Borrowing Subsidiary and delivery a party to this Agreement and the Administrative Agent of a Borrowing Subsidiary Termination with respect to such Borrowing Subsidiary, such Borrowing other Loan Documents. A Restricted Subsidiary shall cease to be a Borrowing Subsidiary hereunder; hereunder at such time the Company gives at least ten Business Days prior notice (or, shorter notice if acceptable to the Administrative Agent) to the Administrative Agent and the Lenders of its intention of terminating such Restricted Subsidiary as a Borrowing Subsidiary, provided that no any such termination shall not be effective and such Restricted Subsidiary shall remain a Borrowing Subsidiary Termination will become effective until such time as to any Borrowing Subsidiary (other than to terminate such Borrowing Subsidiary’s right to obtain further Loans or Letters of Credit under this Agreement) at a time when any principal of or interest on any Loan to such Borrowing Subsidiary or any Letter and accrued interest thereon and all other amounts then due from such Borrowing Subsidiary have been paid in full. In this connection, if outstanding Letters of Credit have been issued for the account of a Borrowing Subsidiary but all its Loans and accrued interest thereon have been paid in full, the Company shall be permitted to reallocate such Letters of Credit to another Borrower for the purpose of terminating such Borrowing Subsidiary shall be outstanding hereunder. Promptly following receipt of as a Borrowing Subsidiary, provided that such reallocation would not cause the applicable Issuing Lender to suffer any Borrowing Subsidiary Terminationeconomic, legal or regulatory disadvantage and such reallocation is documented in a manner reasonably satisfactory to the Administrative Agent shall send a copy thereof to each and the Issuing Lender.

Borrowing Subsidiaries. Within two (a) The Company, with the consent of the Agent (which shall not be unreasonably withheld), may designate any Material Foreign Subsidiary as a Borrowing Subsidiary; provided that (i) the laws and regulations of the jurisdictions in which such Material Foreign Subsidiary is organized and is located permit extensions of credit and other financial accommodations from the United States of America into such jurisdictions, and each Bank has all licenses, permits and other approvals necessary to make such extensions of credit and other financial accommodations and (ii) no Bank shall be subject to any regulatory or legal limitation or restriction or any material financial disadvantage arising out of or attributable to the location or jurisdiction of organization of such Material Foreign Subsidiary or the nature of its activities. Upon not less than five (5) Business Days after Days’ prior notice, and upon the receipt and execution by the Administrative Agent of a duly executed Borrowing Subsidiary Agreement, such Subsidiary shall be a Borrowing Subsidiary and a party to this Agreement. (b) The obligation of each Bank to make its first Loan to any Borrowing Subsidiary is subject to the satisfaction of the condition that the Agent shall have received the following: (i) all documents as shall reasonably demonstrate the existence of such Borrowing Subsidiary, the corporate power and authority of such Borrowing Subsidiary to enter into, and the validity with respect to such Borrowing Subsidiary of, this Agreement executed and the other Loan Documents to which it is a party and any other matters relevant hereto (including an opinion of counsel), all in form and substance satisfactory to the Agent; and (ii) any governmental and third party approvals necessary or advisable in connection with the execution, delivery and performance of this Agreement by (c) Each Borrowing Subsidiary hereby irrevocably appoints and authorizes the Company to take such action and deliver and receive notices hereunder as agent on its behalf and to exercise such powers under this Agreement as delegated to it by the terms hereof, together with all such powers as are reasonably incidental thereof. In furtherance of and not in limitation of the foregoing, for administrative convenience of the parties hereto, the Agent and the Banks shall send all notices and communications to be sent to any Borrowing Subsidiary solely to the Company and may rely solely upon the Company to receive all such notices and other communications for and on behalf of each Borrowing Subsidiary. No Person other than the Company (and its authorized officers and employees) may act as agent for any Borrowing Subsidiary hereunder without the written consent of the Agent. (d) Each Loan made to a Borrowing Subsidiary and interest thereon shall be the Obligation of such Borrowing Subsidiary and the Company, guaranteed by the Administrative Company pursuant to Article XI hereof. Notwithstanding anything to the contrary in this Agreement, unless expressly so provided in a Loan Document other than this Agreement entered by any Borrowing Subsidiary, no Borrowing Subsidiary shall have any obligations or liabilities in respect of any Obligations of any other Borrowing Subsidiary or the Company. The Company, the Agent shall deliver and the Banks agree that due to each Lender a notice difficulties of such request apportionment thereof, all Obligations other than principal and interest on Loans made to become a Borrowing Subsidiary under this Agreement. If shall be Obligations of the designation of such Borrowing Subsidiary obligates the Administrative Agent or a Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Administrative Agent or such Lender shall deliver to the Company, (a) within five Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Domestic Subsidiary or (b) within 10 Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Foreign Subsidiary, a request to that effectCompany only, and the Company shall, promptly upon receipt not of such request, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or such Lender in order for the Administrative Agent or such Lender to carry out and comply with the requirements of the USA PATRIOT Act or any other applicable laws and regulations, and, unless the results of such inquiry conflict with the requirements of such laws and regulations, or if no such request by the Administrative Agent or any Lender is made within the time period set forth above, such Borrowing Subsidiary shall become a party hereto and a Borrower hereunder with the same effect as if it had been an original party to this Agreement. Notwithstanding the foregoing, no Subsidiary shall become a Borrower Subsidiary if it shall be unlawful for such Subsidiary to become a Borrower hereunder or for any Lender to make Loans or otherwise extend credit to such Subsidiary as provided herein or for any Issuing Bank to issue Letters of Credit for the account of such Subsidiary. Upon the execution by the Company and a Borrowing Subsidiary and delivery to the Administrative Agent of a Borrowing Subsidiary Termination with respect to such Borrowing Subsidiary, such Borrowing Subsidiary shall cease to be a Borrowing Subsidiary hereunder; provided that no Borrowing Subsidiary Termination will become effective as to any Borrowing Subsidiary (other than whether or not such Obligations are related to terminate such Loans made to a Borrowing Subsidiary’s right to obtain further Loans or Letters of Credit under this Agreement) at a time when any principal of or interest on any Loan to such Borrowing Subsidiary or any Letter of Credit issued for the account of such Borrowing Subsidiary shall be outstanding hereunder. Promptly following receipt of any Borrowing Subsidiary Termination, the Administrative Agent shall send a copy thereof to each Lender).

Borrowing Subsidiaries. Within two The Company may designate any Restricted Subsidiary that is a Wholly Owned Subsidiary of the Company as a Borrowing Subsidiary upon ten Business Days after notice, or shorter notice if acceptable to the Administrative Agent, to the Administrative Agent and the Lenders (such notice to include the name, primary business address, jurisdiction of organization and tax identification number of such proposed Borrowing Subsidiary). Upon proper notice and receipt by the Administrative Agent of a Borrowing Subsidiary Agreement executed by a Subsidiary such documents and the Company, legal opinions as the Administrative Agent shall deliver in consultation with all the Lenders may reasonably request (including a legal opinion that no withholding Tax is applicable with respect to each Lender a notice of any payment made by such request Restricted Subsidiary and, with respect to become a Borrowing any Restricted Subsidiary under this Agreement. If the designation of such Borrowing Subsidiary obligates the Administrative Agent or a Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information that is not already available to it, the Administrative Agent or such Lender shall deliver to the Company, (a) within five Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Domestic Subsidiary or (b) within 10 Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Foreign Subsidiary, any documents contemplated to be delivered by such Restricted Subsidiary (and its Restricted Subsidiaries and parent entities) pursuant to Section 6.9(c) were such Restricted Subsidiary a request to that effect, and new Foreign Subsidiary acquired on the Company shall, promptly upon receipt date of designation of such request, supply such documentation new Borrowing Subsidiary) and other evidence as is reasonably requested by subject to the Administrative Agent or Agent’s determining in consultation with all the Lenders that designating such Lender in order for the Administrative Agent or such Lender to carry out and comply with the requirements of the USA PATRIOT Act or any other applicable laws and regulations, and, unless the results of such inquiry conflict with the requirements of such laws and regulations, or if no such request by the Administrative Agent or any Lender is made within the time period set forth above, such Restricted Subsidiary as a Borrowing Subsidiary shall become a party hereto and a Borrower hereunder with the same effect as if it had been an original party to this Agreement. Notwithstanding the foregoing, no Subsidiary shall become a Borrower Subsidiary if it shall be unlawful for such Subsidiary to become a Borrower hereunder or for would not cause any Lender to make Loans suffer any economic, legal or otherwise extend credit regulatory disadvantage (it being understood and agreed that no Lender shall be deemed to suffer any such Subsidiary as provided herein or for any Issuing Bank to issue Letters of Credit for the disadvantage on account of any withholding Tax being applicable to any payment made by such Subsidiary. Upon Restricted Subsidiary to the execution by extent that the Company and applicable Loan Parties agree to treat any such withholding Tax as an Indemnified Tax, in which case no legal opinion that no withholding Tax is applicable shall be required), such Restricted Subsidiary shall be a Borrowing Subsidiary and delivery a party to this Agreement and the Administrative Agent of a Borrowing Subsidiary Termination with respect to such Borrowing Subsidiary, such Borrowing other Loan Documents. A Restricted Subsidiary shall cease to be a Borrowing Subsidiary hereunder; hereunder at such time the Company gives at least ten Business Days prior notice (or, shorter notice if acceptable to the Administrative Agent) to the Administrative Agent and the Lenders of its intention of terminating such Restricted Subsidiary as a Borrowing Subsidiary, provided that no any such termination shall not be effective and such Restricted Subsidiary shall remain a Borrowing Subsidiary Termination will become effective until such time as to any Borrowing Subsidiary (other than to terminate such Borrowing Subsidiary’s right to obtain further Loans or Letters of Credit under this Agreement) at a time when any principal of or interest on any Loan to such Borrowing Subsidiary or any Letter and accrued interest thereon and all other amounts then due from such Borrowing Subsidiary have been paid in full. In this connection, if outstanding Letters of Credit have been issued for the account of a Borrowing Subsidiary but all its Loans and accrued interest thereon have been paid in full, the Company shall be permitted to reallocate such Letters of Credit to another Borrower for the purpose of terminating such Borrowing Subsidiary shall be outstanding hereunder. Promptly following receipt of as a Borrowing Subsidiary, provided that such reallocation would not cause the applicable Issuing Lender to suffer any Borrowing Subsidiary Terminationeconomic, legal or regulatory disadvantage and such reallocation is documented in a manner reasonably satisfactory to the Administrative Agent shall send a copy thereof to each and the Issuing Lender.

Borrowing Subsidiaries. Within two (a) Anixter may at any time, upon not less than 15 Business Days after Days’ notice from Anixter to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), designate any Foreign Subsidiary as a Borrowing Subsidiary with the consent of the Administrative Agent. Upon the receipt by the Administrative Agent of (i) a Borrowing Subsidiary Agreement in the form of Exhibit C-1 executed by such Foreign Subsidiary, Anixter and the Administrative Agent, (ii) all documents as shall reasonably demonstrate the existence of such Foreign Subsidiary, the corporate power and authority of such Borrowing Subsidiary to enter into and the validity with respect to such Foreign Subsidiary of this Agreement and the other Loan Documents and any other matters relevant hereto (including an opinion of counsel), all in form and substance satisfactory to the Administrative Agent, (iii) any governmental and third party approvals necessary or advisable in connection with the execution, delivery and performance of this Agreement by such Foreign Subsidiary, such Subsidiary shall be a Borrowing Subsidiary and a party to this Agreement, and (iv) all documentation and other information required by any Governmental Authority under applicable “know your customer” and anti-money laundering rules and regulations. If the CompanyAdministrative Agent agrees that such Foreign Subsidiary shall be entitled to receive Loans hereunder, then promptly following receipt of all such requested resolutions, incumbency certificates, opinions of counsel and other documents or information, the Administrative Agent shall deliver to each Lender send a notice of to Anixter and the Lenders specifying the effective date upon which such request to become Foreign Subsidiary shall constitute a Borrowing Subsidiary under for purposes hereof, whereupon each of the Lenders agrees to permit such Borrowing Subsidiary to receive Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Borrowing Subsidiary otherwise shall be a Borrower for all purposes of this Agreement. If the designation ; provided that no Borrowing Notice or Letter of Credit Application may be submitted by or on behalf of such Borrowing Subsidiary obligates until the Administrative Agent or a Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Administrative Agent or such Lender shall deliver to the Company, (a) within date five Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Domestic Subsidiary or (b) within 10 Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Foreign Subsidiary, a request to that effect, and the Company shall, promptly upon receipt of such request, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or such Lender in order for the Administrative Agent or such Lender to carry out and comply with the requirements of the USA PATRIOT Act or any other applicable laws and regulations, and, unless the results of such inquiry conflict with the requirements of such laws and regulations, or if no such request by the Administrative Agent or any Lender is made within the time period set forth above, such Borrowing Subsidiary shall become a party hereto and a Borrower hereunder with the same effect as if it had been an original party to this Agreementeffective date. Notwithstanding the foregoing, no Foreign Subsidiary shall become that becomes a Borrower Borrowing Subsidiary after the First Amendment Effective Date may borrow or maintain Loans if any Lender has notified the Administrative Agent (which notice has not been withdrawn) that such Lender has determined in good faith that such Lender cannot make or maintain Loans to such Borrowing Subsidiary without (x) tax or legal consequences adverse to such Lender (unless such consequences are limited to solely increased costs, taxes or expenses to such Lender, in which case such Borrowing Subsidiary may borrow and maintain Loans if it shall be unlawful agrees to pay, and so pays, to such Lender such amounts as such Lender determines in good faith are necessary to compensate such Lender for such Subsidiary consequences), (y) violating (or raising a substantial question as to become a Borrower hereunder whether such Lender would violate) any applicable law or for regulation or any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) or (z) violating one or more of such Lender’s internal policies or restrictions. (b) The obligation of any Lender to make Loans or otherwise extend credit to a Loan on the occasion of the first Borrowing from such Subsidiary as provided herein or for any Issuing Bank to issue Letters of Credit for the account of such Subsidiary. Upon the execution Lender by the Company and a Borrowing Subsidiary and delivery is subject to the Administrative Agent Agent’s receipt of and satisfaction with the documents and other deliverables described in clause (a) above and a Borrowing Subsidiary Termination with respect Note (if required by such Lender) in the applicable form payable to such Lender signed by such Borrowing Subsidiary. (c) The Obligations of all Foreign Subsidiaries that are Borrowing Subsidiaries shall be several in nature. (d) Each Borrowing Subsidiary hereby irrevocably appoints Anixter as its agent for all purposes relevant to this Agreement and each of the other Loan Documents, including (i) the giving and receipt of notices, (ii) the execution and delivery of all documents, instruments and certificates contemplated herein and all modifications hereto, and (iii) the receipt of the proceeds of any Loans made by the Lenders to any such Borrowing Subsidiary hereunder. Any acknowledgment, consent, direction, certification or other action which might otherwise be valid or effective only if given or taken by all Borrowers, or by each Borrower acting singly, shall be valid and effective if given or taken only by Anixter, whether or not any such other Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to Anixter in accordance with the terms of this Agreement shall be deemed to have been delivered to each Borrowing Subsidiary. (e) Any Foreign Subsidiary shall cease to be a Borrowing Subsidiary hereunder; provided that hereunder at such time as no Credit Extensions shall be outstanding to such Foreign Subsidiary, and such Foreign Subsidiary and Anixter shall have executed and delivered to the Administrative Agent a Borrowing Subsidiary Termination in the form of Exhibit C-2. The Administrative Agent will become effective as promptly notify the Lenders of any such termination of a Borrowing Subsidiary’s status. Upon a Borrowing Subsidiary’s liquidation, dissolution or disposal of to a person other than Anixter or any Subsidiary, all Credit Extensions outstanding to any Borrowing Subsidiary (other than to terminate shall be due and payable and such Borrowing Subsidiary’s right Subsidiary shall no longer be entitled to obtain further Loans or Letters of any Credit under this Agreement) at a time when any principal of or interest on any Loan to such Borrowing Subsidiary or any Letter of Credit issued for the account of such Borrowing Subsidiary shall be outstanding Extensions hereunder. Promptly following receipt of any Borrowing Subsidiary Termination, the Administrative Agent shall send a copy thereof to each Lender.

Borrowing Subsidiaries. Within two On or after the Effective Date, upon not less than 10 Business Days after notice to the receipt Administrative Agent and the Lenders, the Company may designate any Significant Subsidiary of the Company as a Borrowing Subsidiary by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by a such Significant Subsidiary and the Company, the Administrative Agent and upon such delivery such Significant Subsidiary shall deliver for all purposes of this Agreement be a Borrowing Subsidiary and a party to each Lender a notice of such request to this Agreement; provided, that no Subsidiary so designated shall become a Borrowing Subsidiary under this Agreementif any Lender shall, within the 10 Business Days following the Company's notice, notify the Company and the Administrative Agent that it would be unlawful for such Lender and its Affiliates to make or maintain Loans to such Subsidiary. If the designation of such Borrowing Subsidiary obligates the Administrative Agent or a any Lender to comply with “"know your customer” " or similar identification procedures in circumstances where the necessary information is not already previously available to it, the Administrative Agent or such Lender shall deliver to the Company, (a) within five Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Domestic Subsidiary or (b) within 10 Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Foreign Subsidiary, a request to that effect, and the Company shall, promptly upon receipt the request of such requestthe Administrative Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or such any Lender in order for the Administrative Agent or such Lender to carry out and comply be satisfied it has complied with the requirements results of the USA PATRIOT Act all necessary "know your customer" or any other similar checks under all applicable laws and regulations. If the Company shall designate as a Borrowing Subsidiary hereunder any Subsidiary not organized under the laws of the United States or any State thereof, andany Lender may, unless the results of such inquiry conflict with the requirements of such laws and regulations, or if no such request by notice to the Administrative Agent or any and the Company, fulfill its Commitment by causing an Affiliate of such Lender is made within to act as the time period set forth above, Lender in respect of such Borrowing Subsidiary shall become a party hereto and a Borrower hereunder with the same effect as if it had been an original party Lender shall, to this Agreement. Notwithstanding the foregoing, no Subsidiary shall become a Borrower Subsidiary if it shall be unlawful for such Subsidiary extent of advances made to become a Borrower hereunder or for any Lender to make Loans or otherwise extend credit to such Subsidiary as provided herein or for any Issuing Bank to issue and participations in Letters of Credit issued for the account of such Borrowing Subsidiary, be deemed for all purposed hereof to have pro tanto assigned such advances and participations to such Affiliate in compliance with the provisions of Section 10.04. Upon the execution by the Company and a Borrowing Subsidiary and delivery to the Administrative Agent of a Borrowing Subsidiary Termination with respect to such any Borrowing Subsidiary, such Borrowing Subsidiary shall cease to be a Borrowing Subsidiary hereunderand a party to this Agreement; provided that no Borrowing Subsidiary Termination will become effective as to any Borrowing Subsidiary (other than to terminate such Borrowing Subsidiary’s 's right to obtain make further Loans or Letters of Credit Borrowings under this Agreement) at a time when any principal of or interest on any Loan to such Borrowing Subsidiary or any Letter of Credit issued for the account of such Borrowing Subsidiary shall be outstanding hereunderhereunder or any fees or other amounts remain unpaid with respect thereto. Promptly following receipt of any Borrowing Subsidiary Agreement or Borrowing Subsidiary Termination, the Administrative Agent shall send a copy thereof to each Lender.

Borrowing Subsidiaries. Within two Business Days On or after the receipt Effective Date and the consummation of the Spin-Off, Parent may designate, subject to the provisions of this paragraph, any Wholly Owned Subsidiary (other than any Excluded Subsidiary) as a Borrowing Subsidiary by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by a such Subsidiary and Parent; provided that, notwithstanding the Companyforegoing, prior to March 15, 2012, Parent may not so designate a Wholly Owned Subsidiary that is resident in the United Kingdom for United Kingdom tax purposes. Promptly following receipt of any Borrowing Subsidiary Agreement, the Administrative Agent shall deliver to inform each Revolving Lender a notice of such request to become a Borrowing Subsidiary under this Agreementthe receipt thereof. If the designation of such Borrowing Subsidiary obligates Unless any Revolving Lender shall inform the Administrative Agent or a Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Administrative Agent or such Lender shall deliver to the Company, (a) within five 10 Business Days after (or, in the case of any such Subsidiary that is a Foreign Subsidiary, 15 Business Days) of the receipt of such a Borrowing Subsidiary Agreement in respect of a Domestic Subsidiary or (b) within 10 Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Foreign Subsidiary, a request to notice that effect, and the Company shall, promptly upon receipt of such request, supply such documentation and other evidence as it is reasonably requested by the Administrative Agent or such Lender in order for the Administrative Agent or such Lender to carry out and comply with the requirements of the USA PATRIOT Act or any other applicable laws and regulations, and, unless the results of such inquiry conflict with the requirements of such laws and regulations, or if no such request by the Administrative Agent or any Lender is made within the time period set forth above, such Borrowing Subsidiary shall become a party hereto and a Borrower hereunder with the same effect as if it had been an original party to this Agreement. Notwithstanding the foregoing, no Subsidiary shall become a Borrower Subsidiary if it shall be unlawful for such Subsidiary to become a Borrower hereunder or for any Revolving Lender to make Loans or otherwise extend credit to such Subsidiary, such Subsidiary as provided herein shall for all purposes of this Agreement be a Borrowing Subsidiary and a party to this Agreement (it being acknowledged that, in the event that Parent so designates TripAdvisor Limited, Holiday Lettings (Holdings) Limited or Holiday Letting Limited (each a Wholly Owned Subsidiary that is a organized in the United Kingdom), no Lender is aware of any circumstance that would make it unlawful for such Lender to extend credit to any Issuing Bank to issue Letters of Credit for the account of such Subsidiary). Upon the execution by the Company and a Borrowing Subsidiary Parent and delivery to the Administrative Agent of a Borrowing Subsidiary Termination with respect to such any Borrowing Subsidiary, such Borrowing Subsidiary shall cease to be a Borrowing Subsidiary hereunderhereunder and a party to this Agreement; provided that no Borrowing Subsidiary Termination will become effective as to any Borrowing Subsidiary (other than to terminate such Borrowing Subsidiary’s right to obtain make further Loans or Letters of Credit Borrowings under this Agreement) at a time when any principal of or interest on any Loan to such Borrowing Subsidiary or any Letter of Credit issued for the account of such Borrowing Subsidiary shall be outstanding hereunder. Promptly following receipt of any Borrowing Subsidiary Termination, the Administrative Agent shall send a copy thereof to inform each LenderLender of the receipt thereof.

Borrowing Subsidiaries. Within two The Company may designate any Wholly Owned Subsidiary of the Company as a Borrowing Subsidiary upon ten Business Days after Days’ notice to the Paying Agent on behalf of the Lenders (such notice to include the name, primary business address and tax identification number of such proposed Borrowing Subsidiary and any other information reasonably requested by the Administrative Agents pursuant to the Patriot Act or under the Beneficial Ownership Regulation). Upon proper notice and the receipt by the Administrative Paying Agent of a Borrowing Subsidiary Agreement executed by such a Wholly Owned Subsidiary and the Company, the Administrative Agent such Wholly Owned Subsidiary shall deliver to each Lender a notice of such request to become be a Borrowing Subsidiary under and a party to this Agreement. If A Subsidiary shall cease to be a Borrowing Subsidiary hereunder at such time as no Loans, fees or any other amounts due in connection therewith pursuant to the terms hereof shall be outstanding to such Subsidiary and such Subsidiary and the Company shall have executed and delivered to the Paying Agent a Borrowing Subsidiary Termination; provided that, notwithstanding anything herein to the contrary, no Borrowing Subsidiary shall cease to be a Borrowing Subsidiary solely because it no longer is a Wholly Owned Subsidiary of the Company so long as such Borrowing Subsidiary and the Company shall not have executed and delivered to the Paying Agent a Borrowing Subsidiary Termination and the Company’s guarantee of the Borrowing Subsidiary Obligations of such Borrowing Subsidiary pursuant to SECTION 8.16. has not been released. Following the giving of any notice pursuant to this SECTION 2.19., if the designation of such a Subsidiary as a Borrowing Subsidiary obligates the Administrative Agent Agents or a 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 Administrative Agent or such Lender shall deliver to the Company, (a) within five Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Domestic Subsidiary or (b) within 10 Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Foreign Subsidiary, a request to that effect, and the Company shall, promptly upon receipt the request of such requestan Administrative Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the such Administrative Agent or such Lender in order for the such Administrative Agent or such Lender to carry out and comply be satisfied it has complied with the requirements results of the USA PATRIOT Act all necessary “know your customer” or any other similar checks under all applicable laws and regulations, and, unless regulations (including in the results case of such inquiry conflict with the requirements of such laws and regulations, or if no such request by the Administrative Agent or any Lender is made within the time period set forth above, such Borrowing Subsidiary shall become that qualifies as a party hereto and a Borrower hereunder with “legal entity customer” under the same effect as if it had been an original party to this Agreement. Notwithstanding Beneficial Ownership Regulation the foregoing, no Subsidiary shall become a Borrower Subsidiary if it shall be unlawful for such Subsidiary to become a Borrower hereunder or for any Lender to make Loans or otherwise extend credit to such Subsidiary as provided herein or for any Issuing Bank to issue Letters of Credit for the account of such Subsidiary. Upon the execution by the Company and a Borrowing Subsidiary and delivery to the Administrative Agent of a Borrowing Subsidiary Termination Beneficial Ownership Certificate with respect to such Borrowing Subsidiary). If the Company shall designate as a Borrowing Subsidiary hereunder any Subsidiary not organized under the laws of the United States or any State thereof, any Lender unable to lend to such Borrowing Subsidiary due to applicable law, regulation or such Lender’s internal policies may, with prior written notice to the Administrative Agents and the Company, fulfill its Commitment by causing an Affiliate of such Lender organized in the same jurisdiction as such Subsidiary or another foreign jurisdiction agreed to by such Lender and the Company, to act as the Lender in respect of such Borrowing Subsidiary, and such Lender shall, to the extent of Loans made to such Borrowing Subsidiary, be deemed for all purposes hereof to have satisfied its Commitment hereunder in respect of such Borrowing Subsidiary. As soon as practicable after receiving notice from the Company or the Administrative Agents of the Company’s intent to designate a Subsidiary as a Borrowing Subsidiary, and in any event no later than five Business Days after the delivery of such notice, for a Borrowing Subsidiary that is organized under the laws of a jurisdiction other than of the United States or a political subdivision thereof, any Lender that may not lend to, establish credit for the account of and/or do any business whatsoever with such Subsidiary directly or through an Affiliate of such Lender as provided in the immediately preceding paragraph (a “Protesting Lender”) shall so notify the Company and the Administrative Agents in writing. With respect to each Protesting Lender, the Company shall, effective on or before the date that such Borrowing Subsidiary shall cease have the right to borrow hereunder, either (A) notify the Administrative Agents and such Protesting Lender that the Commitment of such Protesting Lender shall be terminated and replaced with the Commitments of one or more other Lenders or assignees which agree to provide such replacement Commitments (in each case selected by the Company and approved by the Paying Agent, such approval not to be a Borrowing Subsidiary hereunderunreasonably withheld); provided that no Borrowing Subsidiary Termination will become effective as such Protesting Lender shall have received payment of an amount equal to any the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee(s) (to the extent of such outstanding principal and accrued interest and fees) or the Company or the relevant Borrowing Subsidiary (in the case of all other than amounts), (B) cancel its request to terminate designate such Subsidiary as a “Borrowing Subsidiary’s right ” hereunder or (C) with the written consent of the Administrative Agent, effect such changes to obtain further Loans or Letters the provisions of Credit under this Agreement) at ARTICLE II as it and the Administrative Agents reasonably believe are appropriate in order for such provisions to operate in a time when any principal customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of or interest on any Loan its subsidiaries, with the intention of providing procedures for the Lenders who are so able and willing to extend credit to such Borrowing Subsidiary or any Letter of Credit issued and for the account of other Lenders not to be required to do so (it being understood that prior to effecting any such Borrowing Subsidiary shall be outstanding hereunder. Promptly following receipt of any Borrowing Subsidiary Terminationchanges, the Administrative Agent Agents shall send a copy give all Lenders at least five Business Days’ notice thereof and an opportunity to each Lendercomment thereon). As of the Effective Date there are no Borrowing Subsidiaries.

Borrowing Subsidiaries. Within two Business Days after the receipt (a) The Company may at any time and from time to time designate any Subsidiary as a Borrowing Subsidiary by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by a such Subsidiary and the Company. As soon as practicable upon receipt thereof, the Administrative Agent shall deliver to each Lender post a notice of such request to become a Borrowing Subsidiary under this Agreement. If the designation copy of such Borrowing Subsidiary obligates Agreement for review by the Lenders. Each Borrowing Subsidiary Agreement shall become effective on the date ten (10) Business Days after it has been posted by the Administrative Agent (but in no event before the fifth (5th) Business Day after the receipt by (i) the Administrative Agent or a Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to itany Lender, the Administrative Agent or such Lender shall deliver to the Company, (a) within five Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Domestic Subsidiary or (b) within 10 Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Foreign Subsidiary, a request to that effect, and the Company shall, promptly upon receipt of such request, supply such documentation and other evidence as is reasonably extent requested by the Administrative Agent or such Lender in order for Lender, of all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the PATRIOT Act, and (ii) the Administrative Agent and any Lender, to the extent requested by the Administrative Agent or such Lender Lender, of a Beneficial Ownership Certification with respect to carry out and comply with such Subsidiary, to the requirements of extent such Subsidiary qualifies as a “legal entity customer” under the USA PATRIOT Act or any other applicable laws and regulations, and, Beneficial Ownership Regulation) unless the results of such inquiry conflict with the requirements of such laws and regulations, or if no such request by prior thereto the Administrative Agent or shall have received written notice from any Lender (A) that it is made within the time period set forth above, such Borrowing Subsidiary shall become a party hereto and a Borrower hereunder with the same effect as if it had been an original party to this Agreement. Notwithstanding the foregoing, no Subsidiary shall become a Borrower Subsidiary if it shall be unlawful under Federal or applicable state or foreign law for such Subsidiary to become a Borrower hereunder or for any Lender to make Loans or otherwise extend credit to or do business with such Subsidiary as provided herein herein, or (B) solely with respect to any such Subsidiary that is organized under the laws of a jurisdiction outside of the United States, that such Lender is restricted by operational or administrative procedures or other applicable internal policies from extending credit under this Agreement to Persons in the jurisdiction in which such Subsidiary is located (a “Notice of Objection”), in which case such Borrowing Subsidiary Agreement shall not become effective until such time as such Lender withdraws such Notice of Objection or ceases to be a Lender hereunder. Upon the effectiveness of a Borrowing Subsidiary Agreement as provided in the preceding sentence, the applicable Subsidiary shall for any Issuing Bank all purposes of this Agreement be a Borrowing Subsidiary and a party to issue Letters this Agreement. In the event that a Lender submits a Notice of Credit for Objection, the account of Company shall have the right to replace such Subsidiary. Lender in accordance with Section 11.13. (b) Upon the execution by the Company and a Borrowing Subsidiary and delivery to the Administrative Agent of a Borrowing Subsidiary Termination with respect to such Borrowing Subsidiary, such Borrowing Subsidiary shall cease to be a Borrowing Subsidiary hereunder; provided that provided, that, no Borrowing Subsidiary Termination will become effective as to any Borrowing Subsidiary (other than to terminate such Borrowing Subsidiary’s right to obtain further Loans or Letters of Credit under this Agreement) at a time when any principal of or interest on any Loan to such Borrowing Subsidiary or any Letter of Credit issued for the account of such Borrowing Subsidiary shall be outstanding hereunder. Promptly following receipt of any Borrowing Subsidiary Termination, the Administrative Agent shall send a copy thereof to each Lender. (c) Each Subsidiary that is or becomes a Borrowing Subsidiary pursuant to this Section 2.18 hereby irrevocably appoints the Company to act as its agent for all purposes of this Agreement and the other Loan Documents and agrees that (i) the Company may execute such documents on behalf of such Borrowing Subsidiary as the Company deems appropriate in its sole discretion and each Borrowing Subsidiary shall be obligated by all of the terms of any such document executed on its behalf, (ii) any notice or communication delivered by the Administrative Agent, any Lender, or the L/C Issuer to the Company shall be deemed delivered to each Borrowing Subsidiary, and (iii) the Administrative Agent, any Lender, or the L/C Issuer may accept, and be permitted to rely on, any document, instrument or agreement executed by the Company on behalf of each Borrowing Subsidiary. Notwithstanding any provision of this Agreement or any other Loan Document to the contrary, no Foreign Borrower shall be liable for any Obligations of any other Borrower, and all amounts required to be paid by any Foreign Borrower under this Agreement or any other Loan Document shall be applied only to Obligations of such Foreign Borrower and shall not be applied to any Obligations of any other Borrower. (d) On the Closing Date, the only Borrowing Subsidiary is the Initial Borrowing Subsidiary. (e) In connection with addition of any Borrowing Subsidiary to this Agreement pursuant to this Section 2.18, the Company and the Administrative Agent, without the consent of any other party to this Agreement, may make such amendments to this Agreement as the Company and the Administrative Agent determine to be reasonably necessary to add such Borrowing Subsidiary as a Borrower under this Agreement. This Section 2.18 shall supersede any provisions in Section 11.01 to the contrary.

Borrowing Subsidiaries. Within two The Company may designate any Wholly Owned Subsidiary of the Company as a Borrowing Subsidiary upon ten Business Days after notice to CBNA on behalf of the Lenders (such notice to include the name, primary business address and tax identification number of such proposed Borrowing Subsidiary and any other information reasonably requested by the Administrative Agents pursuant to the Patriot Act). Upon proper notice and the receipt by the Administrative Agent CBNA of a Borrowing Subsidiary Agreement executed by such a Wholly Owned Subsidiary and the Company, the Administrative Agent such Wholly Owned Subsidiary shall deliver to each Lender a notice of such request to become be a Borrowing Subsidiary under and a party to this Agreement. If A Subsidiary shall cease to be a Borrowing Subsidiary hereunder at such time as no Loans, fees or any other amounts due in connection therewith pursuant to the terms hereof shall be outstanding to such Subsidiary and such Subsidiary and the Company shall have executed and delivered to CBNA a Borrowing Subsidiary Termination; provided that, notwithstanding anything herein to the contrary, no Borrowing Subsidiary shall cease to be a Borrowing Subsidiary solely because it no longer is a Wholly Owned Subsidiary of the Company so long as such Borrowing Subsidiary and the Company shall not have executed and delivered to CBNA a Borrowing Subsidiary Termination and the Company’s guarantee of the Borrowing Subsidiary Obligations of such Borrowing Subsidiary pursuant to Section 8.16 has not been released. Following the giving of any notice pursuant to this Section 2.19, if the designation of such a Subsidiary as a Borrowing Subsidiary obligates the Administrative Agent Agents or a 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 Administrative Agent or such Lender shall deliver to the Company, (a) within five Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Domestic Subsidiary or (b) within 10 Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Foreign Subsidiary, a request to that effect, and the Company shall, promptly upon receipt the request of such requestan Administrative Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the such Administrative Agent or such Lender in order for the such Administrative Agent or such Lender to carry out and comply be satisfied it has complied with the requirements results of the USA PATRIOT Act all necessary “know your customer” or any other similar checks under all applicable laws and regulations, and, unless regulations (including in the results case of such inquiry conflict with the requirements of such laws and regulations, or if no such request by the Administrative Agent or any Lender is made within the time period set forth above, such Borrowing Subsidiary shall become that qualifies as a party hereto and a Borrower hereunder with “legal entity customer” under the same effect as if it had been an original party to this Agreement. Notwithstanding Beneficial Ownership Regulation the foregoing, no Subsidiary shall become a Borrower Subsidiary if it shall be unlawful for such Subsidiary to become a Borrower hereunder or for any Lender to make Loans or otherwise extend credit to such Subsidiary as provided herein or for any Issuing Bank to issue Letters of Credit for the account of such Subsidiary. Upon the execution by the Company and a Borrowing Subsidiary and delivery to the Administrative Agent of a Borrowing Subsidiary Termination Beneficial Ownership Certificate with respect to such Borrowing Subsidiary, such Borrowing Subsidiary ). If the Company shall cease to be designate as a Borrowing Subsidiary hereunder; provided that no Borrowing hereunder any Subsidiary Termination will become effective as not organized under the laws of the United States or any State thereof, any Lender unable to any Borrowing Subsidiary (other than to terminate such Borrowing Subsidiary’s right to obtain further Loans or Letters of Credit under this Agreement) at a time when any principal of or interest on any Loan lend to such Borrowing Subsidiary due to applicable law or any Letter regulation may, with prior written notice to the Administrative Agents and the Company, fulfill its Commitment by causing an Affiliate of Credit issued for such Lender organized in the account same jurisdiction as such Subsidiary or another foreign jurisdiction agreed to by such Lender and the Company, to act as the Lender in respect of such Borrowing Subsidiary, and such Lender shall, to the extent of Loans made to such Borrowing Subsidiary, be deemed for all purposes hereof to have satisfied its Commitment hereunder in respect of such Borrowing Subsidiary. As soon as practicable after receiving notice from the Company or the Administrative Agents of the Company’s intent to designate a Subsidiary shall be outstanding hereunder. Promptly following receipt as a Borrowing Subsidiary, and in any event no later than five Business Days after the delivery of any such notice, for a Borrowing Subsidiary Terminationthat is organized under the laws of a jurisdiction other than of the United States or a political subdivision thereof, the Administrative Agent shall send a copy thereof to each Lender.any Lender that may not legally lend to, establish

Borrowing Subsidiaries. Within two Business Days (a) On or after the receipt Effective Date, upon not less than 10 Business Days’ notice to the Administrative Agent and the Lenders, the Company may designate any Significant Subsidiary of the Company as a Borrowing Subsidiary by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by a such Significant Subsidiary and the Company, the Administrative Agent and upon such delivery such Significant Subsidiary shall deliver for all purposes of this Agreement be a Borrowing Subsidiary and a party to each Lender a notice of such request to this Agreement; provided that no Subsidiary so designated shall become a Borrowing Subsidiary under this Agreementif any Lender shall, within 10 Business Days following the Company’s notice, notify the Company and the Administrative Agent that (i) it would be unlawful for such Lender or its Affiliates to make or maintain Loans to such Subsidiary or (ii) such Lender would otherwise be barred by applicable internal policies from making or maintaining Loans to such Subsidiary. If the designation of such Borrowing Subsidiary obligates the Administrative Agent or a any Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already previously available to it, the Administrative Agent or such Lender shall deliver to the Company, (a) within five Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Domestic Subsidiary or (b) within 10 Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Foreign Subsidiary, a request to that effect, and the Company shall, promptly upon receipt the request of such requestthe Administrative Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or such any Lender in order for the Administrative Agent or such Lender to carry out and comply be satisfied it has complied with the requirements results of the USA PATRIOT Act all necessary “know your customer” or any other similar checks under all applicable laws and regulationsregulations prior to such Subsidiary being designated a Borrowing Subsidiary. If the Company shall designate as a Borrowing Subsidiary hereunder any Subsidiary not organized under the laws of the United States or any State thereof, andany Lender may, unless the results of such inquiry conflict with the requirements of such laws and regulations, or if no such request by notice to the Administrative Agent or any and the Company, fulfill its Commitment by causing an Affiliate of such Lender is made within to act as the time period set forth above, Lender in respect of such Borrowing Subsidiary shall become a party hereto and a Borrower hereunder with such Lender shall, to the same effect as if it had been an original party extent of advances made to this Agreement. Notwithstanding the foregoing, no Subsidiary shall become a Borrower Subsidiary if it shall be unlawful for such Subsidiary to become a Borrower hereunder or for any Lender to make Loans or otherwise extend credit to such Subsidiary as provided herein or for any Issuing Bank to issue and participations in Letters of Credit issued for the account of such Borrowing Subsidiary. , be deemed for all purposed hereof to have pro tanto assigned such advances and participations to such Affiliate in compliance with the provisions of Section 10.04. (b) Upon the execution by the Company and a Borrowing Subsidiary and delivery to the Administrative Agent of a Borrowing Subsidiary Termination with respect to such any Borrowing Subsidiary, such Borrowing Subsidiary shall cease to be a Borrowing Subsidiary hereunderand a party to this Agreement; provided that no Borrowing Subsidiary Termination will become effective as to any Borrowing Subsidiary (other than to terminate such Borrowing Subsidiary’s right to make further Borrowings or obtain further Loans or Letters of Credit under this Agreement) at a time when any principal of or interest on any Loan to such Borrowing Subsidiary Subsidiary, or any Letter of Credit issued for the account of such Borrowing Subsidiary Subsidiary, shall be outstanding hereunder. hereunder or any fees or other amounts remain unpaid with respect thereto. (c) Promptly following receipt of any Borrowing Subsidiary Agreement or Borrowing Subsidiary Termination, the Administrative Agent shall send a copy thereof to each Lender.

Borrowing Subsidiaries. Within two Business Days On or after the receipt Effective Date, the Company may designate any Wholly Owned Subsidiary of the Company organized in the United States of America, the United Kingdom, a member state of the European Union or Canada as a US Borrowing Subsidiary, a UK Borrowing Subsidiary, a Euro Borrowing Subsidiary or a Canadian Borrowing Subsidiary, as applicable, by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by a such Subsidiary and the Company, and upon such delivery such Subsidiary shall for all purposes of this Agreement be a Borrowing Subsidiary and a party to this Agreement. Upon the execution by the Company and delivery to the Administrative Agent shall deliver to each Lender a notice of such request to become a Borrowing Subsidiary under this Agreement. If the designation of Termination with respect to any Borrowing Subsidiary, such Borrowing Subsidiary obligates the Administrative Agent or a Lender shall cease to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Administrative Agent or such Lender shall deliver to the Company, (a) within five Business Days after the receipt of such be a Borrowing Subsidiary Agreement in respect of a Domestic Subsidiary or (b) within 10 Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Foreign Subsidiary, a request to that effect, and the Company shall, promptly upon receipt of such request, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or such Lender in order for the Administrative Agent or such Lender to carry out and comply with the requirements of the USA PATRIOT Act or any other applicable laws and regulations, and, unless the results of such inquiry conflict with the requirements of such laws and regulations, or if no such request by the Administrative Agent or any Lender is made within the time period set forth above, such Borrowing Subsidiary shall become a party hereto and a Borrower hereunder with the same effect as if it had been an original party to this Agreement. Notwithstanding the foregoing, (a) no Borrowing Subsidiary Agreement shall become a Borrower effective as to any Subsidiary if it shall be unlawful for such Subsidiary to become a Borrower hereunder or for any Lender participating in a Tranche under which such Subsidiary may borrow to make Loans or otherwise extend credit to such Subsidiary as provided herein or for any Issuing Bank to issue Letters of Credit for the account of such Subsidiary. Upon the execution by the Company herein, and a Borrowing Subsidiary and delivery to the Administrative Agent of a Borrowing Subsidiary Termination with respect to such Borrowing Subsidiary, such Borrowing Subsidiary shall cease to be a Borrowing Subsidiary hereunder; provided that (b) no Borrowing Subsidiary Termination will become effective as to any Borrowing Subsidiary (other than to terminate such Borrowing Subsidiary’s right to obtain make further Loans or Letters of Credit Borrowings under this Agreement) at a time when any principal of or interest on any Loan to such Borrowing Subsidiary or any Letter of Credit issued for the account of such Borrowing Subsidiary shall be outstanding hereunder. Promptly following receipt of any Borrowing Subsidiary Agreement or Borrowing Subsidiary Termination, the Administrative Agent shall send a copy thereof to each Lender.

Borrowing Subsidiaries. Within two Business Days (a) The Company may at any time and from time to time after the receipt Effective Date designate any wholly owned Subsidiary as a Borrowing Subsidiary under the Revolving Facility by delivery to the Administrative Agent of a Borrowing Subsidiary Accession Agreement executed by a such Subsidiary and the Company. Promptly upon receipt thereof, the Administrative Agent will advise the Revolving Lenders thereof. Each such Borrowing Subsidiary Accession Agreement shall become effective on the date five Business Days (or such shorter period as may be agreed to by the Company and the Administrative Agent) after it has been delivered to the Administrative Agent (subject to the receipt by each Revolving Lender of any information reasonably requested by it under the USA PATRIOT Act or other “know-your-customer” and/or anti-money laundering rules and regulations (including the Beneficial Ownership Regulation) by a deadline to be set by the Administrative Agent in its reasonable discretion and in consultation with the Company), unless, with respect to the designation of any Foreign Subsidiary (other than a UK Subsidiary), the Administrative Agent shall deliver to each theretofore have received written notice from any Revolving Lender (an “Objecting Lender”), or the Administrative Agent shall itself have delivered a notice to the Company, that (i) it is unlawful for such Objecting Lender or the Administrative Agent, as the case may be, to make Revolving Loans or other extensions of credit under this Agreement to such Subsidiary as provided herein, (ii) the making of Revolving Loans or other extensions of credit under this Agreement to such Subsidiary could reasonably be expected to subject such Revolving Lender to adverse tax consequences for which it is not reimbursed hereunder, (iii) such Revolving Lender would be required to, or has determined that it would be prudent to, register or file in the jurisdiction of formation, organization or location of such request Subsidiary in order to become a Borrowing Subsidiary make Revolving Loans or other extensions of credit under this Agreement. If Agreement to such Subsidiary, and such Revolving Lender does not wish to do so or (iv) such Objecting Lender or the designation Administrative Agent, as the case may be, is prevented by its generally applicable operational or administrative procedures or other generally applicable internal policies from making Revolving Loans or other extensions of credit under this Agreement to Persons organized in the jurisdiction in which such Foreign Subsidiary is organized (a “Notice of Objection”), in which case such Borrowing Subsidiary obligates Accession Agreement shall not become effective unless such Objecting Lender or the Administrative Agent, as the case may be, (i) withdraws such Notice of Objection or (ii) in the case of an Objecting Lender, ceases to be a Lender hereunder, including pursuant to Section 2.16(b); provided that, in the case of the first designation of any UK Subsidiary, each of the Company and the Administrative Agent shall have had the opportunity to have the provisions hereof relating to U.K. Taxes be reviewed by English counsel for such party and, following such review (which each party shall cause to be completed promptly after receiving notice from the Company that it desires to effect such designation), such Borrowing Subsidiary Accession Agreement shall not become effective until the earlier of (A) the provisions of this Agreement relating to U.K. Taxes having been amended in the manner mutually acceptable to the Company and the Administrative Agent or a Lender to comply with “know your customer” or similar identification procedures in circumstances where (B) the necessary information is not already available to it, Company and the Administrative Agent or having confirmed in writing to each other that no such Lender shall deliver to amendment is being requested in connection with such designation. Upon the Company, (a) within five Business Days after the receipt effectiveness of such a Borrowing Subsidiary Accession Agreement in respect of a Domestic Subsidiary or (b) within 10 Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Foreign Subsidiary, a request to that effect, and the Company shall, promptly upon receipt of such request, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or such Lender in order for the Administrative Agent or such Lender to carry out and comply with the requirements of the USA PATRIOT Act or any other applicable laws and regulations, and, unless the results of such inquiry conflict with the requirements of such laws and regulations, or if no such request by the Administrative Agent or any Lender is made within the time period set forth provided above, such Borrowing the applicable Subsidiary shall become for all purposes of this Agreement be a party hereto and a Borrower Borrowing Subsidiary hereunder with in respect of the same effect as if it had been an original party to this Agreement. Notwithstanding the foregoing, no Subsidiary shall become a Borrower Subsidiary if it shall be unlawful for such Subsidiary to become a Borrower hereunder or for any Lender to make Loans or otherwise extend credit to such Subsidiary as provided herein or for any Issuing Bank to issue Letters of Credit for the account of such Subsidiary. Revolving Facility. (b) Upon the execution by the Company and a Borrowing Subsidiary and delivery to the Administrative Agent of a Borrowing Subsidiary Termination with respect to such any Borrowing Subsidiary, such Borrowing Subsidiary shall cease to be a Borrowing Subsidiary hereunderand a party to this Agreement; provided that no Borrowing Subsidiary Termination will become effective as to any Borrowing Subsidiary (other than to terminate such Borrowing Subsidiary’s right to obtain request or receive further Revolving Borrowings or Swingline Loans or obtain Letters of Credit under this Agreement) at a time when any principal of or interest on any Loan until (i) all Loans made to such Borrowing Subsidiary or any Letter shall have been repaid and (ii) (A) to the extent the Company is not a joint and several co-applicant with respect thereto, (x) all Letters of Credit issued for the account of such Borrowing Subsidiary shall be outstanding hereunderhave expired or been canceled or otherwise terminated (or the Company shall have agreed to become an obligor with respect thereto pursuant to documentation reasonably satisfactory to the applicable Issuing Bank) and (y) all amounts payable in connection with such Letters of Credit by such Borrowing Subsidiary in respect of LC Disbursements and related fees shall have been paid in full and (B) all interest and other fees (and, to the extent notified by the Administrative Agent, any Revolving Lender or any Issuing Bank, any other amounts) payable hereunder by such Borrowing Subsidiary shall have been paid in full. Promptly following As soon as practicable upon receipt of any a Borrowing Subsidiary Termination, the Administrative Agent shall send make a copy thereof available to each Revolving Lender. (c) Each Borrowing Subsidiary hereby irrevocably appoints the Company as its agent for all purposes of this Agreement and the other Loan Documents, including (i) the giving and receipt of notices (including any Borrowing Request and any Interest Election Request) and (ii) the execution and delivery of all documents, instruments and certificates contemplated herein. Each Borrowing Subsidiary hereby acknowledges that any amendment, waiver or other modification to this Agreement or any other Loan Document may be effected as set forth in Section 10.02, that no consent of such Borrowing Subsidiary shall be required to effect any such amendment, waiver or other modification and that such Borrowing Subsidiary shall be bound by this Agreement or any other Loan Document (if it is theretofore a party thereto) as so amended, waived or otherwise modified. (d) Notwithstanding anything in this Agreement or any other Loan Document to the contrary, it is agreed, and the Loan Documents shall in all circumstances be interpreted to provide, that each Foreign Borrowing Subsidiary is liable only for Loans made to such Foreign Borrowing Subsidiary, interest on such Loans, such Foreign Borrowing Subsidiary’s reimbursement obligations with respect to any Letter of Credit issued for its account and for the account of its subsidiaries and interest thereon and its other Obligations, including general fees, reimbursements, indemnities and charges for which it is severally liable hereunder or under any other Loan Document. Nothing in this Agreement or in any other Loan Document (including provisions which purport to impose joint and several liability on a Foreign Borrowing Subsidiary and the other Loan Parties) shall be deemed or operate to cause any Foreign Borrowing Subsidiary to Guarantee or assume liability with respect to any Loan made to the Company or any other Loan Party, any Letters of Credit issued for the account of the Company or any other Subsidiary (other than a subsidiary of such Foreign Borrowing Subsidiary) or other Obligation for which any other Loan Party is the primary obligor. Nothing in this paragraph is intended to limit, nor shall it be deemed to limit, any liability of the Company or any other Loan Party (other than a Foreign Borrowing Subsidiary) for any of the Obligations, whether in its primary capacity as a Borrower, as a guarantor, at law or otherwise.

Borrowing Subsidiaries. Within two On or after the Closing Date, the Company may, upon five Business Days after prior written notice to the receipt Administrative Agent, designate (a) any Wholly Owned Subsidiary as a Global Tranche Borrower, or (b) any Wholly Owned Subsidiary that is a Domestic Subsidiary as a US Tranche Borrower, in each case by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by a such Subsidiary and the Company, and upon such delivery such Subsidiary shall for all purposes of this Agreement be a Global Tranche Borrowing Subsidiary or a US Tranche Borrowing Subsidiary, as the case may be, and a party to this Agreement. Any Borrowing Subsidiary shall continue to be a Global Tranche Borrowing Subsidiary or a US Tranche Borrowing Subsidiary, as the case may be, until the Company shall have executed and delivered to the Administrative Agent shall deliver to each Lender a notice of such request to become a Borrowing Subsidiary under this Agreement. If the designation of Termination with respect to such Borrowing Subsidiary, whereupon such Subsidiary obligates the Administrative Agent or a Lender shall cease to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Administrative Agent or such Lender shall deliver to the Company, (a) within five Business Days after the receipt of such be a Borrowing Subsidiary Agreement in respect of a Domestic Subsidiary or (b) within 10 Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Foreign Subsidiary, a request to that effect, and the Company shall, promptly upon receipt of such request, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or such Lender in order for the Administrative Agent or such Lender to carry out and comply with the requirements of the USA PATRIOT Act or any other applicable laws and regulations, and, unless the results of such inquiry conflict with the requirements of such laws and regulations, or if no such request by the Administrative Agent or any Lender is made within the time period set forth above, such Borrowing Subsidiary shall become a party hereto and a Borrower hereunder with the same effect as if it had been an original party to this Agreement. Notwithstanding the foregoingpreceding sentence, (a) no Borrowing Subsidiary Agreement shall become a Borrower effective as to any Subsidiary if it shall be unlawful for such Subsidiary to become a Borrower hereunder or for any Lender with a Commitment under which such Subsidiary may borrow to make Loans or otherwise extend credit to such Subsidiary as provided herein or for any Issuing Bank L/C Issuer to issue Letters of Credit for the account of such Subsidiary. Upon the execution by the Company Subsidiary as provided herein (including as a result of any Lender not being licensed or otherwise permitted to extend credit in any relevant jurisdiction) and a Borrowing Subsidiary and delivery to the Administrative Agent of a Borrowing Subsidiary Termination with respect to such Borrowing Subsidiary, such Borrowing Subsidiary shall cease to be a Borrowing Subsidiary hereunder; provided that (b) no Borrowing Subsidiary Termination will become effective as to any Borrowing Subsidiary (other than to terminate such Borrowing Subsidiary’s right to obtain further until all Loans or Letters of Credit under this Agreement) at a time when any principal of or interest on any Loan made to such Borrowing Subsidiary or any Letter shall have been repaid, all Letters of Credit issued for the account of such Borrowing Subsidiary have been drawn in full or have expired or been cash collateralized in accordance with Section 2.06(j) and all amounts payable by such Borrowing Subsidiary in respect of L/C Disbursements, interest and/or fees (and, to the extent notified by the Administrative Agent or any Lender, any other amounts payable under this Agreement by such Borrowing Subsidiary) shall have been paid in full; provided that such Borrowing Subsidiary Termination shall be outstanding hereundereffective to terminate such Borrowing Subsidiary’s right to request or receive further Borrowings or other extensions of credit under this Agreement. Promptly following As soon as practicable upon receipt of any (i) written notice by the Administrative Agent that the Company will deliver a Borrowing Subsidiary TerminationAgreement, the Administrative Agent shall notify each Global Tranche Lender or US Tranche Lender thereof, as the case may be, and (ii) such Borrowing Subsidiary Agreement, the Administrative Agent shall send a copy thereof to each Global Tranche Lender or US Tranche Lender, as the case may be.

Borrowing Subsidiaries. Within two The Company may designate any Wholly Owned Subsidiary of the Company as a Borrowing Subsidiary under any of the Commitments; provided that, promptly upon receiving such designation, the General Administrative Agent shall post a notice to the Lenders of the applicable Class of such proposed designation and shall not have received, within five Business Days after of such notice, written notice from any such Lender that it may not make loans and other extensions of credit to such Person in the applicable Currency or Currencies in such Person’s jurisdiction in compliance with applicable laws and regulations and without being subject to any unreimbursed or unindemnified Tax or other expense. Upon the receipt by the General Administrative Agent of a Borrowing Subsidiary Agreement executed by such a Wholly Owned Subsidiary and the Company, the Administrative Agent such Wholly Owned Subsidiary shall deliver to each Lender a notice of such request to become be a Borrowing Subsidiary under this Agreement. If the designation of such Borrowing Subsidiary obligates the Administrative Agent or a Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Administrative Agent or such Lender shall deliver to the Company, (a) within five Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Domestic Subsidiary or (b) within 10 Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Foreign Subsidiary, a request to that effect, and the Company shall, promptly upon receipt of such request, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or such Lender in order for the Administrative Agent or such Lender to carry out and comply with the requirements of the USA PATRIOT Act or any other applicable laws and regulations, and, unless the results of such inquiry conflict with the requirements of such laws and regulations, or if no such request by the Administrative Agent or any Lender is made within the time period set forth above, such Borrowing Subsidiary shall become a party hereto and a Borrower hereunder with the same effect as if it had been an original party to this Agreement. Notwithstanding the foregoing, no A Subsidiary shall become cease to be a Borrower Borrowing Subsidiary if it hereunder at such time as no Loans, fees or any other amounts due in connection therewith pursuant to the terms hereof shall be unlawful for such Subsidiary to become a Borrower hereunder or for any Lender to make Loans or otherwise extend credit outstanding to such Subsidiary as provided herein or for any Issuing Bank to issue Letters of Credit for the account of and such Subsidiary. Upon the execution by Subsidiary and the Company shall have executed and delivered to the General Administrative Agent a Borrowing Subsidiary and delivery Termination; provided that, notwithstanding anything herein to the Administrative Agent of a Borrowing Subsidiary Termination with respect to such Borrowing Subsidiarycontrary, such no Borrowing Subsidiary shall cease to be a Borrowing Subsidiary hereunder; provided that solely because it no longer is a Wholly Owned Subsidiary of the Company so long as such Borrowing Subsidiary and the Company shall not have executed and delivered to the General Administrative Agent a Borrowing Subsidiary Termination will become effective as to any Borrowing Subsidiary (other than to terminate such Borrowing Subsidiaryand the Company’s right to obtain further Loans or Letters guarantee of Credit under this Agreement) at a time when any principal of or interest on any Loan to such Borrowing Subsidiary or any Letter of Credit issued for the account Borrower Obligations of such Borrowing Subsidiary shall be outstanding hereunder. Promptly following receipt of any Borrowing Subsidiary Termination, the Administrative Agent shall send a copy thereof pursuant to each LenderSection 13.16 has not been released.

Borrowing Subsidiaries. Within two Business Days after the receipt The Company may at any time and from time to time designate any Subsidiary as a Borrowing Subsidiary by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by a such Subsidiary and the Company. As soon as practicable upon receipt thereof, the Administrative Agent shall deliver to each Lender post a notice of such request to become a Borrowing Subsidiary under this Agreement. If the designation copy of such Borrowing Subsidiary obligates Agreement for review by the Administrative Agent or a Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Administrative Agent or such Lender shall deliver to the Company, (a) within five Business Days after the receipt of such a Lenders. Each Borrowing Subsidiary Agreement in respect of a Domestic Subsidiary or (b) within shall become effective on the date 10 Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Foreign Subsidiary, a request to that effect, and the Company shall, promptly upon receipt of such request, supply such documentation and other evidence as is reasonably requested it has been posted by the Administrative Agent (but in no event before the fifth Business Day after the receipt by any Lender of any information reasonably requested by it under the USA Patriot Act or other “know-your-customer” laws not later than the third Business Day after the posting date of such Lender in order for Borrowing Subsidiary Agreement), unless prior thereto the Administrative Agent or such Lender to carry out and comply with the requirements of the USA PATRIOT Act or any other applicable laws and regulations, and, unless the results of such inquiry conflict with the requirements of such laws and regulations, or if no such request by the Administrative Agent or shall have received written notice from any Lender (a) that it is made within the time period set forth above, such Borrowing Subsidiary shall become a party hereto and a Borrower hereunder with the same effect as if it had been an original party to this Agreement. Notwithstanding the foregoing, no Subsidiary shall become a Borrower Subsidiary if it shall be unlawful under Federal or applicable state or foreign law for such Subsidiary to become a Borrower hereunder or for any Lender to make Loans or otherwise extend credit to or do business with such Subsidiary as provided herein or (b) solely with respect to such Subsidiaries that are organized under the laws of a jurisdiction outside of the United States of America, that such Lender is restricted by operational or administrative procedures or other applicable internal policies from extending credit under this Agreement to Persons in the jurisdiction in which such Subsidiary is located (a “Notice of Objection”), in which case such Borrowing Subsidiary Agreement shall not become effective until such time as such Lender withdraws such Notice of Objection or ceases to be a Lender hereunder. Upon the effectiveness of a Borrowing Subsidiary Agreement as provided in the preceding sentence, the applicable Subsidiary shall for all purposes of this Agreement be a Borrowing Subsidiary and a party to this Agreement. In the event that a Lender submits a Notice of Objection, the Company shall have the right, upon notice to such Lender and the Administrative Agent, to require such Lender to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 10.04) all interests, rights and obligations contained hereunder to another financial institution which shall assume such obligations; provided that (i) no such assignment shall conflict with any Issuing Bank law, rule or regulation or order of any Governmental Authority and (ii) the assignee or the applicable Borrowers, as the case may be, shall pay to issue Letters of Credit for the account affected Lender in immediately available funds on the date of such Subsidiaryassignment the principal of and interest accrued to the date of payment on the Loans made, and participations in L/C Disbursements acquired, by it hereunder and all other amounts accrued for its account or owed to it hereunder. Upon the execution by the Company and a Borrowing Subsidiary and delivery to the Administrative Agent of a Borrowing Subsidiary Termination with respect to such Borrowing Subsidiary, such Borrowing Subsidiary shall cease to be a Borrowing Subsidiary hereunder; provided that no Borrowing Subsidiary Termination will become effective as to any Borrowing Subsidiary (other than to terminate such Borrowing Subsidiary’s right to obtain further Loans or Letters of Credit under this Agreement) at a time when any principal of or interest on any Loan to such Borrowing Subsidiary or any Letter of Credit issued for the account of such Borrowing Subsidiary shall be outstanding hereunder. Promptly following receipt of any Borrowing Subsidiary Termination, the Administrative Agent shall send a copy thereof to each Lender.

Borrowing Subsidiaries. Within two Business Days after (a) Anixter may designate any Foreign Subsidiary as a Borrowing Subsidiary with the consent of the Administrative Agent. Upon the receipt and execution by the Administrative Agent of a Borrowing Subsidiary Agreement in the form of Exhibit C-1 executed by a such Subsidiary and Anixter, such Subsidiary shall be a Borrowing Subsidiary and a party to this Agreement. (b) The obligation of any Lender to make a Loan on the Company, occasion of the first Borrowing from such Lender by a Borrowing Subsidiary is subject to the satisfaction of the condition that the Administrative Agent shall deliver have received the following: (i) a Note in the applicable form payable to each such Lender a notice signed by such Borrowing Subsidiary, if required by such Lender; (ii) all documents as shall reasonably demonstrate the existence of such request to become a Borrowing Subsidiary under this Agreement. If Subsidiary, the designation corporate power and authority of such Borrowing Subsidiary obligates the Administrative Agent or a Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Administrative Agent or such Lender shall deliver to the Company, (a) within five Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Domestic Subsidiary or (b) within 10 Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Foreign Subsidiary, a request to that effect, enter into and the Company shall, promptly upon receipt of such request, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or such Lender in order for the Administrative Agent or such Lender to carry out and comply with the requirements of the USA PATRIOT Act or any other applicable laws and regulations, and, unless the results of such inquiry conflict with the requirements of such laws and regulations, or if no such request by the Administrative Agent or any Lender is made within the time period set forth above, such Borrowing Subsidiary shall become a party hereto and a Borrower hereunder with the same effect as if it had been an original party to this Agreement. Notwithstanding the foregoing, no Subsidiary shall become a Borrower Subsidiary if it shall be unlawful for such Subsidiary to become a Borrower hereunder or for any Lender to make Loans or otherwise extend credit to such Subsidiary as provided herein or for any Issuing Bank to issue Letters of Credit for the account of such Subsidiary. Upon the execution by the Company and a Borrowing Subsidiary and delivery to the Administrative Agent of a Borrowing Subsidiary Termination validity with respect to such Borrowing SubsidiarySubsidiary of this Agreement and the other Loan Documents and any other matters relevant hereto (including an opinion of counsel), all in form and substance satisfactory to the Administrative Agent; and (iii) any governmental and third party approvals necessary or advisable in connection with the execution, delivery and performance of this Agreement by such Borrowing Subsidiary. (c) Any Subsidiary shall cease to be a Borrowing Subsidiary hereunder; provided that hereunder at such time as no Credit Extensions shall be outstanding to such Subsidiary and such Subsidiary and Anixter shall have executed and delivered to the Administrative Agent a Borrowing Subsidiary Termination will become effective as in the form of Exhibit C-2. Upon a Borrowing Subsidiary’s liquidation, dissolution or disposal of to a person other than Anixter or any Subsidiary, all Credit Extensions outstanding to any Borrowing Subsidiary (other than to terminate shall be due and payable and such Borrowing Subsidiary’s right Subsidiary shall no longer be entitled to obtain further Loans or Letters of any Credit under this Agreement) at a time when any principal of or interest on any Loan to such Borrowing Subsidiary or any Letter of Credit issued for the account of such Borrowing Subsidiary shall be outstanding Extensions hereunder. Promptly following receipt of any Borrowing Subsidiary Termination, the Administrative Agent shall send a copy thereof to each Lender.

Borrowing Subsidiaries. Within two Business Days On or after the receipt Closing Date, the Company may at any time and from time to time designate a Subsidiary as a Borrowing Subsidiary by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by a such Subsidiary and the Company. As soon as practicable upon receipt thereof, the Administrative Agent will post a copy of such Borrowing Subsidiary Agreement to the Lenders. Each Borrowing Subsidiary Agreement shall become effective on the date 10 days after it has been posted by the Administrative Agent to the Lenders (subject to the receipt by each Lender at least five Business Days prior to such effectiveness, of any information reasonably requested by it under the Patriot Act or other “know-your-customer” laws not later than the third Business Day after the posting date of such Borrowing Subsidiary Agreement), unless, in the case of any Foreign Subsidiary, the Administrative Agent shall deliver to each theretofore have received written notice from any Lender (or shall itself have delivered a notice of such request to become a Borrowing Subsidiary under this Agreement. If the designation of such Borrowing Subsidiary obligates the Administrative Agent or a Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Administrative Agent or such Lender shall deliver to the Company, ) (a) within five Business Days after the receipt of that it is unlawful under Federal or applicable state or foreign law for such a Borrowing Subsidiary Agreement in respect of a Domestic Subsidiary Lender or (b) within 10 Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Foreign Subsidiary, a request to that effect, and the Company shall, promptly upon receipt of such request, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or such Lender in order for Agent, as the Administrative Agent or such Lender to carry out and comply with the requirements of the USA PATRIOT Act or any other applicable laws and regulationscase may be, and, unless the results of such inquiry conflict with the requirements of such laws and regulations, or if no such request by the Administrative Agent or any Lender is made within the time period set forth above, such Borrowing Subsidiary shall become a party hereto and a Borrower hereunder with the same effect as if it had been an original party to this Agreement. Notwithstanding the foregoing, no Subsidiary shall become a Borrower Subsidiary if it shall be unlawful for such Subsidiary to become a Borrower hereunder or for any Lender to make Loans or otherwise extend credit to or do business with such Subsidiary as provided herein or for any Issuing Bank (b) that such Lender or the Administrative Agent, as the case may be, is restricted by operational or administrative procedures or other applicable internal policies from extending credit under this Agreement to issue Letters Persons in the jurisdiction in which such Subsidiary is located (a “Notice of Credit for Objection”), in which case such Borrowing Subsidiary Agreement shall not become effective until such time as such Lender or the account Administrative Agent, as the case may be, (i) withdraws such Notice of such SubsidiaryObjection, (ii) in the case of a Lender, ceases to be a Lender hereunder, including pursuant to Section 3.07 or (iii) in the case of a Lender, has its Global Tranche Revolving Loans, at the election of the Company, converted to US Tranche Revolving Loans, on terms and pursuant to procedures to be agreed by the Administrative Agent and the Company consistent with Section 2.08(e). Upon the execution by effectiveness of a Borrowing Subsidiary Agreement as provided in the Company and preceding sentence, the applicable Subsidiary shall for all purposes of this Agreement be a Borrowing Subsidiary and delivery a party to this Agreement until the Company shall have executed and delivered to the Administrative Agent of a Borrowing Subsidiary Termination with respect to such Borrowing Subsidiary, whereupon such Borrowing Subsidiary shall cease to be a Borrowing Subsidiary hereunder; provided that and a party to this Agreement. Notwithstanding the preceding sentence, no Borrowing Subsidiary Termination will become effective as to any Borrowing Subsidiary (other than to terminate such Borrowing Subsidiary’s right to obtain further Loans or Letters of Credit under this Agreement) at a time when any principal of or interest on any Loan to such Borrowing Subsidiary or any Letter of Credit issued for shall be outstanding hereunder, provided that such Borrowing Subsidiary Termination shall be effective to terminate the account right of such Borrowing Subsidiary shall be outstanding hereunder. Promptly following receipt of any Borrowing Subsidiary Termination, the Administrative Agent shall send a copy thereof to each Lender.make further Borrowings under this Agreement;

Borrowing Subsidiaries. Within two (a) The Company, with the consent of the Agent (which shall not be unreasonably withheld) may designate any Foreign Subsidiary as a Borrowing Subsidiary; provided that all Banks must legally be able to make Loans to such Foreign Subsidiary. Upon not less than five (5) Business Days after Days’ prior notice, and upon the receipt and execution by the Administrative Agent of a duly executed Borrowing Subsidiary Agreement, such Subsidiary shall be a Borrowing Subsidiary and a party to this Agreement. (b) The obligation of each Bank to make its first Loan to any Borrowing Subsidiary is subject to the satisfaction of the condition that the Agent shall have received the following: (i) all documents as shall reasonably demonstrate the existence of such Borrowing Subsidiary, the corporate power and authority of such Borrowing Subsidiary to enter into, and the validity with respect to such Borrowing Subsidiary of, this Agreement executed and the other Loan Documents to which it is a party and any other matters relevant hereto (including an opinion of counsel), all in form and substance satisfactory to the Agent; and (ii) any governmental and third party approvals necessary or advisable in connection with the execution, delivery and performance of this Agreement by the Borrowing Subsidiary and any documents that any Bank is required to obtain under any governmental law, rule or regulation, including the Patriot Act. (c) Each Borrowing Subsidiary hereby irrevocably appoints and authorizes the Company to take such action and deliver and receive notices hereunder as agent on its behalf and to exercise such powers under this Agreement as delegated to it by the terms hereof, together with all such powers as are reasonably incidental thereof. In furtherance of and not in limitation of the foregoing, for administrative convenience of the parties hereto, the Agent and the Banks shall send all notices and communications to be sent to any Borrowing Subsidiary solely to the Company and may rely solely upon the Company to receive all such notices and other communications for and on behalf of each Borrowing Subsidiary. No Person other than the Company (and its authorized officers and employees) may act as agent for any Borrowing Subsidiary hereunder without the written consent of the Agent. (d) Each Loan made to a Borrowing Subsidiary and interest thereon shall be the Obligation of such Borrowing Subsidiary and the Company, guarantied by the Administrative Company pursuant to Article XI hereof. Notwithstanding anything to the contrary in this Agreement, unless expressly so provided in a Loan Document other than this Agreement entered by any Borrowing Subsidiary, no Borrowing Subsidiary shall have any obligations or liabilities in respect of any Obligations of any other Borrowing Subsidiary or the Company. The Company, the Agent shall deliver and the Banks agree that due to each Lender a notice difficulties of such request apportionment thereof, all Obligations other than principal and interest on Loans made to become a Borrowing Subsidiary under this Agreement. If shall be Obligations of the designation of such Borrowing Subsidiary obligates the Administrative Agent or a Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Administrative Agent or such Lender shall deliver to the Company, (a) within five Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Domestic Subsidiary or (b) within 10 Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Foreign Subsidiary, a request to that effectCompany only, and the Company shall, promptly upon receipt not of such request, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or such Lender in order for the Administrative Agent or such Lender to carry out and comply with the requirements of the USA PATRIOT Act or any other applicable laws and regulations, and, unless the results of such inquiry conflict with the requirements of such laws and regulations, or if no such request by the Administrative Agent or any Lender is made within the time period set forth above, such Borrowing Subsidiary shall become a party hereto and a Borrower hereunder with the same effect as if it had been an original party to this Agreement. Notwithstanding the foregoing, no Subsidiary shall become a Borrower Subsidiary if it shall be unlawful for such Subsidiary to become a Borrower hereunder or for any Lender to make Loans or otherwise extend credit to such Subsidiary as provided herein or for any Issuing Bank to issue Letters of Credit for the account of such Subsidiary. Upon the execution by the Company and a Borrowing Subsidiary and delivery to the Administrative Agent of a Borrowing Subsidiary Termination with respect to such Borrowing Subsidiary, such Borrowing Subsidiary shall cease to be a Borrowing Subsidiary hereunder; provided that no Borrowing Subsidiary Termination will become effective as to any Borrowing Subsidiary (other than whether or not such Obligations are related to terminate such Loans made to a Borrowing Subsidiary’s right to obtain further Loans or Letters of Credit under this Agreement) at a time when any principal of or interest on any Loan to such Borrowing Subsidiary or any Letter of Credit issued for the account of such Borrowing Subsidiary shall be outstanding hereunder. Promptly following receipt of any Borrowing Subsidiary Termination, the Administrative Agent shall send a copy thereof to each Lender).

Borrowing Subsidiaries. Within two Business Days after The Company may designate any Wholly Owned Subsidiary of the Company as a Borrowing Subsidiary under any of the Commitments; provided that the Administrative Agent shall be reasonably satisfied that the applicable Lenders may make loans and other extensions of credit to such Person in the applicable Currency or Currencies in such Person’s jurisdiction in compliance with applicable laws and regulations and without being subject to any unreimbursed or unindemnified Tax or other expense. Upon the receipt by the General Administrative Agent of a Borrowing Subsidiary Agreement executed by such a Wholly Owned Subsidiary and the Company, the Administrative Agent such Wholly Owned Subsidiary shall deliver to each Lender a notice of such request to become be a Borrowing Subsidiary under this Agreement. If the designation of such Borrowing Subsidiary obligates the Administrative Agent or a Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Administrative Agent or such Lender shall deliver to the Company, (a) within five Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Domestic Subsidiary or (b) within 10 Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Foreign Subsidiary, a request to that effect, and the Company shall, promptly upon receipt of such request, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or such Lender in order for the Administrative Agent or such Lender to carry out and comply with the requirements of the USA PATRIOT Act or any other applicable laws and regulations, and, unless the results of such inquiry conflict with the requirements of such laws and regulations, or if no such request by the Administrative Agent or any Lender is made within the time period set forth above, such Borrowing Subsidiary shall become a party hereto and a Borrower hereunder with the same effect as if it had been an original party to this Agreement. Notwithstanding the foregoing, no A Subsidiary shall become cease to be a Borrower Borrowing Subsidiary if it hereunder at such time as no Loans, fees or any other amounts due in connection therewith pursuant to the terms hereof shall be unlawful for such Subsidiary to become a Borrower hereunder or for any Lender to make Loans or otherwise extend credit outstanding to such Subsidiary as provided herein or for any Issuing Bank to issue Letters of Credit for the account of and such Subsidiary. Upon the execution by Subsidiary and the Company shall have executed and delivered to the General Administrative Agent a Borrowing Subsidiary and delivery Termination; provided that, notwithstanding anything herein to the Administrative Agent of a Borrowing Subsidiary Termination with respect to such Borrowing Subsidiarycontrary, such no Borrowing Subsidiary shall cease to be a Borrowing Subsidiary hereunder; provided that solely because it no longer is a Wholly Owned Subsidiary of the Company so long as such Borrowing Subsidiary and the Company shall not have executed and delivered to the General Administrative Agent a Borrowing Subsidiary Termination will become effective as to any Borrowing Subsidiary (other than to terminate such Borrowing Subsidiaryand the Company’s right to obtain further Loans or Letters guarantee of Credit under this Agreement) at a time when any principal of or interest on any Loan to such Borrowing Subsidiary or any Letter of Credit issued for the account Borrower Obligations of such Borrowing Subsidiary shall be outstanding hereunder. Promptly following receipt of any Borrowing Subsidiary Termination, the Administrative Agent shall send a copy thereof pursuant to each LenderSection 13.16 has not been released.