Common use of Designated Borrowers Clause in Contracts

Designated Borrowers. (a) The Company may at any time, upon not less than 15 Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), designate any additional Subsidiary of the Company (an “Applicant Borrower”) as a Designated Borrower to receive Loans hereunder by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit L (a “Designated Borrower Request and Assumption Agreement”); provided that the consent of the designation of a Subsidiary organized under the laws of a jurisdiction other than the United States, Canada, United Kingdom or any other member of the European Union shall require the consent of each Lender funding the applicable Supplemental Tranche. The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the credit facilities provided for herein the Administrative Agent and the Lenders shall have received (i) a fully executed Company Guaranty made by the Company in favor of the Administrative Agent, substantially in the form of Exhibit G-1 and (ii) such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent, but in any event consistent with supporting resolutions, incumbency certificates, opinions of counsel and other documents or information delivered pursuant to Section 4.01 or required pursuant to Section 10.18, in each case, as may be reasonably requested by the Administrative Agent or the Required Lenders (or, solely to the extent such documents and/or information, as applicable, are being requested in connection with the Act, the Beneficial Ownership Regulation or any other AML Law, any Lender), and Notes signed by such new Borrowers to the extent any Lenders so require. Promptly following receipt of all such requested resolutions, incumbency certificates, opinions of counsel and other documents or information, but in no event earlier than 15 Business Days following the Administrative Agent’s receipt of such Designated Borrower Request and Assumption Agreement and subject to the Administrative Agent’s consent (such consent not to be unreasonably withheld or delayed) to the Applicant Borrower’s designation as a Designated Borrower, the Administrative Agent shall send a notice in substantially the form of Exhibit M (a “Designated Borrower Notice”) to the Company and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Designated Borrower for purposes hereof, whereupon each of the Lenders shall make Loans to such Designated Borrower, on the terms and conditions set forth herein, and each of the parties agrees that such Designated Borrower otherwise shall be a Borrower for all purposes of this Agreement.

Designated Borrowers. (a) The Company may at any time, upon not less than 15 fifteen (15) Business Days’ notice from the Company to the Administrative Agent Lender (or such shorter period as may be agreed by the Administrative Agent Lender in its sole discretion), request to designate any additional Subsidiary of the Company (an “Applicant Borrower”) as a Designated Borrower to receive Loans hereunder by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Lender) Lender a duly executed notice and agreement in substantially the form of Exhibit L G (a “Designated Borrower Request and Assumption Agreement”); provided that the consent of the designation of a Subsidiary organized under the laws of a jurisdiction other than the United States, Canada, United Kingdom or any other member of the European Union shall require the consent of each Lender funding the applicable Supplemental Tranche. The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the credit facilities provided for herein the Administrative Agent and the Lenders shall have received (i) the Lender must agree to such Applicant Borrower becoming a fully executed Company Guaranty made by the Company in favor of the Administrative Agent, substantially in the form of Exhibit G-1 Designated Borrower and (ii) the Lender shall have received such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent, but in any event consistent with supporting resolutions, incumbency certificates, opinions of counsel and other documents or information delivered pursuant to Section 4.01 or required pursuant to Section 10.18, in each caseLender, as may be reasonably requested required by the Administrative Agent or Lender (the Required Lenders requirements in clauses (or, solely to the extent such documents and/or information, as applicable, are being requested in connection with the Acti) and (ii) hereof, the Beneficial Ownership Regulation or any other AML Law, any Lender), and Notes signed by such new Borrowers to the extent any Lenders so require. Promptly following receipt of all such requested resolutions, incumbency certificates, opinions of counsel and other documents or information, but in no event earlier than 15 Business Days following the Administrative Agent’s receipt of such Designated Borrower Request and Assumption Agreement and subject to the Administrative Agent’s consent (such consent not to be unreasonably withheld or delayed) to the Applicant Borrower’s designation as a Designated Borrower, the Administrative Agent shall send a notice in substantially the form of Exhibit M (a “Designated Borrower NoticeRequirements”) to ). If the Designated Borrower Requirements are met, the Lender shall so notify the Company and the Lenders specifying shall specify the effective date upon which the Applicant Borrower shall constitute a Designated Borrower for purposes hereof, whereupon each of the Lenders shall make Loans Lender agrees to permit such Designated BorrowerBorrower to receive Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Designated Borrower otherwise shall be a Borrower for all purposes of this Agreement; provided that no Loan Notice or Letter of Credit Application may be submitted by or on behalf of such Designated Borrower until the date five (5) Business Days after such effective date.

Designated Borrowers. (a) The Company may at any time, upon not less than 15 ten (10) Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), request to designate any additional Material Subsidiary or Eligible Foreign Subsidiary of the Company (an “Applicant Borrower”) as a Designated Borrower to receive Loans hereunder by (x) on the Closing Date, countersigning this Agreement or (y) after the Closing Date, delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit L O (a “Designated Borrower Request and Assumption Agreement”); provided provided, that, for the avoidance of doubt, it is understood and agreed that the consent Foreign Subsidiaries signatory hereto on the Closing Date and identified thereon as “Designated Borrowers” have each been designated as a Designated Borrower on and as of the designation of a Subsidiary organized under the laws of a jurisdiction other than the United States, Canada, United Kingdom or any other member of the European Union shall require the consent of each Lender funding the applicable Supplemental TrancheClosing Date. The parties hereto acknowledge and agree that prior to any Applicant Borrower (other than with respect to the Designated Borrowers signatory hereto on the Closing Date, which shall instead be governed by Section 4.01) becoming entitled to utilize the credit facilities provided for herein (i) the Administrative Agent and the Lenders shall have received (i) a fully executed Company Guaranty made by the Company that are to provide Commitments and/or Loans in favor of the Administrative Agent, substantially in the form of Exhibit G-1 an Applicant Borrower must each agree to such Applicant Borrower becoming a Designated Borrower and (ii) the Administrative Agent and such Lenders shall have received such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent, but in any event consistent with supporting resolutions, incumbency certificates, opinions of counsel and other documents or information delivered pursuant to Section 4.01 or required pursuant to Section 10.18, in each case, as may be reasonably required by the Administrative Agent, together with other documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act, requested by the Administrative Agent or the Required Lenders (or, solely to the extent such documents and/or information, as applicable, are being requested in connection with the Act, the Beneficial Ownership Regulation or any other AML Law, any Lender), Revolving Lender and Notes signed by such new Borrowers to the extent any Lenders Lender so require. Promptly following receipt of all such requested resolutionsrequires (the requirements in clauses (i) and (ii) hereof, incumbency certificates, opinions of counsel and other documents or information, but in no event earlier than 15 Business Days following the Administrative Agent’s receipt of such “Designated Borrower Request and Assumption Agreement and subject to Requirements”). If the Administrative Agent’s consent (such consent not to be unreasonably withheld or delayed) to the Applicant Borrower’s designation as a Designated BorrowerBorrower Requirements are met, the Administrative Agent shall send a notice in substantially the form of Exhibit M P (a “Designated Borrower Notice”) to the Company and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Designated Borrower for purposes hereof, whereupon each of the Lenders shall make Loans agrees to permit such Designated BorrowerBorrower to receive Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Designated Borrower otherwise shall be a Borrower for all purposes of this Agreement; provided that no Loan Notice or Letter of Credit Application may be submitted by or on behalf of such Designated Borrower until the date five (5) Business Days after such effective date.

Designated Borrowers. (a) Effective as of the date hereof, each of Xxxxxx Europe Holdco Limited, Xxxxxx UK Holdings Limited, Jacobs U.K. Limited, Xxxxxx Engineering UK Limited, JEG Acquisition Company Limited, Xxxxxx Nederland B.V., Xxxxxx Engineering Singapore PTE Ltd, Jacobs Canada Inc., Jacobs Australia Pty Limited, Jacobs E&C Australia Pty Limited, Xxxxxx Australia Holdings Company Pty. Ltd., and Xxxxxx Group (Australia) PTY Ltd. shall be a “Designated Borrower” hereunder and may receive Loans for its account on the terms and conditions set forth in this Agreement; provided that no Person organized under the laws of France shall be a “Designated Borrower” hereunder. (b) The Company may at any time, upon not less than 15 10 Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), whereupon the Administrative Agent shall give prompt notice to the Lenders, designate any additional Material Subsidiary of the Company (an “Applicant Borrower”) as a Designated Borrower to receive Loans hereunder by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit L G (a “Designated Borrower Request and Assumption Agreement”); provided that the consent of the designation of a Subsidiary organized under the laws of a jurisdiction other than the United States, Canada, United Kingdom or any other member of the European Union shall require the consent of each Lender funding the applicable Supplemental Tranche. The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the credit facilities provided for herein the Administrative Agent and the Lenders shall have received (i) a fully executed Company Guaranty made by the Company in favor of the Administrative Agent, substantially in the form of Exhibit G-1 and (ii) such supporting resolutions, incumbency certificatescertificates (to the extent such concept exists under applicable Law), opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent, but in any event consistent with supporting resolutions, incumbency certificates, opinions of counsel and other documents or information delivered pursuant to Section 4.01 or required pursuant to Section 10.18, in each case, as may be reasonably requested required by the Administrative Agent or in its sole discretion but in any event, subject to differences among jurisdictions, shall be consistent and within substantially the Required Lenders (or, solely same scope of documents and information requested to be delivered by the extent such documents and/or information, as applicable, are being requested in connection with Borrowers on the Act, the Beneficial Ownership Regulation or any other AML Law, any Lender)Closing Date, and Notes signed by such new Borrowers to the extent any Lenders so require, subject to Section 2.11(a). Promptly If the Administrative Agent and the Required Lenders agree that an Applicant Borrower shall be entitled to receive Loans hereunder, then promptly following receipt of all such requested resolutions, incumbency certificatescertificates (to the extent such concept exists under applicable Law), opinions of counsel and other documents or information, but in no event earlier than 15 Business Days following the Administrative Agent’s receipt of such Designated Borrower Request and Assumption Agreement and subject to the Administrative Agent’s consent (such consent not to be unreasonably withheld or delayed) to the Applicant Borrower’s designation as a Designated Borrower, the Administrative Agent shall send a notice in substantially the form of Exhibit M H (a “Designated Borrower Notice”) to the Company and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Designated Borrower for purposes hereofhereof (the “Designated Borrower Effective Date”), whereupon each of the Lenders shall make Loans agrees to permit such Designated BorrowerBorrower to receive Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Designated Borrower otherwise shall be a Borrower for all purposes of this Agreement; provided that no Committed Loan Notice or Letter of Credit Application may be submitted by or on behalf of such Designated Borrower until the date five Business Days after such effective date. Notwithstanding the foregoing, (i) no such approval of an additional Designated Borrower shall be effective if any Lender cannot legally lend to, establish credit for the account of and/or do any business whatsoever with such Designated Borrower, and (ii) as a condition precedent to such Material Subsidiary becoming a Designated Borrower hereunder, (x) upon the reasonable request of any Lender made at least five Business Days prior to the Designated Borrower Effective Date, the Company or such Material Subsidiary shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, in each case at least two Business Days prior to the Designated Borrower Effective Date and (y) at least two Business Days prior to the Designated Borrower Effective Date, if such Material Subsidiary qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, it shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Material Subsidiary. (c) Without limiting any rights, powers and remedies of the Administrative Agent on behalf of the L/C Issuers and the Administrative Agent and the Lenders under the Company Guaranty, (i) each of the Company and each Designated Borrower that is a Domestic Subsidiary agrees that it is jointly and severally liable to the Administrative Agent, the L/C Issuers and the Lenders for the payment of all Obligations of all other Borrowers, including Designated Borrowers that are Foreign Subsidiaries, and that such liability is independent of the Obligations of the other Borrowers, and (ii) the Administrative Agent, each L/C Issuer and each Lender agrees that no Foreign Subsidiary is liable to the Administrative Agent, the L/C Issuers or the Lenders for the payment of any Obligations of the Company or any Designated Borrower that is a Domestic Subsidiary. Notwithstanding the preceding sentence or any other provision to the contrary in this Agreement, an Excluded Subsidiary shall not be liable for any obligations of the Company, a Domestic Subsidiary, or a Foreign Subsidiary that is a Disregarded Entity and is owned by a Domestic Subsidiary (provided, however, that any such Excluded Subsidiary shall be liable for its own Obligations). Each Designated Borrower agrees that its joint and several liability as set forth above shall not be impaired or affected by any modification, supplement, extension or amendment of any contract or agreement to which the parties thereto may hereafter agree, nor by any delay, extension of time, renewal, compromise or other indulgence granted by the Administrative Agent, the L/C Issuers or the Lenders with respect to any of the Obligations, nor by any other agreements or arrangements whatever with any other Designated Borrower or any other Person, each Designated Borrower hereby waiving all notice of any such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each Designated Borrower hereunder is direct and unconditional as to all of the Obligations hereunder for which it is jointly and severally liable, and may be enforced without requiring the Administrative Agent, the L/C Issuers or the Lenders first to resort to any other right, remedy or security; and no Designated Borrower shall have any right of subrogation, reimbursement or indemnity whatsoever, nor any right of recourse to any security for any of the Obligations, unless and until all of such Obligations have been paid in full. (d) Each Subsidiary of the Company that is or becomes a “Designated Borrower” pursuant to this Section 2.14 hereby irrevocably appoints the Company 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 Designated Borrower 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 the Company, whether or not any such other Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to the Company in accordance with the terms of this Agreement shall be deemed to have been delivered to each Designated Borrower. (e) The Company may from time to time, upon not less than 15 Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), terminate a Designated Borrower’s status as such, provided that there are no outstanding Loans payable by such Designated Borrower, or other amounts payable by such Designated Borrower on account of any Loans made to it, as of the effective date of such termination; provided further that, effective upon closing of the ECR Disposition (as defined in Section 7.07(i)), and to the extent that such entities are transferred, dissolved, or merged or consolidated with or into another Person as part of the ECR Disposition, each of Jacobs Nederland BV, Xxxxxx Engineering Singapore PTE Ltd, Jacobs Canada Inc., Xxxxxx Engineering UK Limited, and Xxxxxx E&C Australia Pty Limited shall, absent contrary prior written notice from the Company, automatically be terminated as Designated Borrowers hereunder upon the repayment of the Borrowings made directly by each such Designated Borrower and without further notice or other action by such Designated Borrowers or any other Person (except that Company shall notify the Administrative Agent in writing when the ECR Disposition has occurred). The Administrative Agent will promptly notify the Lenders of any such termination of a Designated Borrower’s status.

Designated Borrowers. (a) (i) The Company may at any time, upon not less than 15 thirty Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), designate any additional Subsidiary one or more Wholly Owned Subsidiaries organized under the laws of Ireland or the Kingdom of the Company Netherlands (each an “Applicant Borrower”) ), as a Designated Borrower to receive Loans hereunder denominated in either Dollars or an Alternate Currency under the Revolving Facility by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each applicable Lender) a duly executed notice and agreement in substantially the form of Exhibit L H-1 (a “Designated Borrower Request and Assumption Agreement”); provided that the consent of the designation of a Subsidiary organized under the laws of a jurisdiction other than the United States, Canada, United Kingdom or any other member of the European Union shall require the consent of each Lender funding the applicable Supplemental Tranche. The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the credit facilities provided for herein become a Designated Borrower, the Administrative Agent and the Lenders shall have received (i) a fully executed Company Guaranty made by the Company in favor of the Administrative Agent, substantially in the form of Exhibit G-1 and (ii) such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to the Administrative AgentLenders (it being agreed that the forms of deliverables made on the Closing Date are reasonably satisfactory to the Administrative Agent, but in any event consistent with supporting resolutions, incumbency certificates, opinions of counsel and other documents or information delivered pursuant to Section 4.01 or required pursuant to Section 10.18, in each case), as may be reasonably requested required by the Administrative Agent or the Required Lenders (or, solely to the extent such documents and/or information, as applicable, are being requested in connection with the Act, the Beneficial Ownership Regulation or any other AML Law, any Lender)its sole discretion, and Notes signed by such new Borrowers to the extent any Lenders so require, (ii) within five Business Days’ prior to the Applicant Borrower becoming a Designated Borrower, such Patriot Act Disclosures as reasonably requested by the Administrative AgentLenders and (iii) if the Applicant Borrower is organized or incorporated in or under the laws of, or for applicable Tax purposes is resident of or treated as engaged in a trade or business in, any jurisdiction other than a jurisdiction in or under the laws of which at least one of the then-existing Borrowers is organized or incorporated on the date such Designated Borrower Request and Assumption Agreement is delivered to the Administrative Agent, an amendment of this Agreement (which may include, without limitation, the definition of “Non-Excluded Taxes”, Section 4.6 and any applicable representation and warranty, covenant or condition to Credit Extension) and the other Loan Documents to include such Subsidiary as a Borrower hereunder, which amendment must be as mutually agreed by the Administrative Agent, the Borrower, the applicable Applicant Borrower and each Revolving Lender and, if applicable, each Incremental Lender providing any Incremental Commitments to such Designated Borrower as of such date (provided that no such amendment shall materially adversely affect the rights of any Lender that has not consented to such amendment). Promptly following receipt of all such requested resolutions, incumbency certificates, opinions of counsel and other documents or information, but in no event earlier than 15 Business Days following the Administrative Agent’s receipt of such Designated Borrower Request and Assumption Agreement and subject to the Administrative Agent’s consent (such consent not to be unreasonably withheld or delayed) to the Applicant Borrower’s designation as a Designated Borrower, the Administrative Agent shall send a notice in substantially the form of Exhibit M H-2 (a “Designated Borrower Notice”) to the Company Company, the Issuer and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Designated Borrower for purposes hereof, whereupon each of the Lenders shall make Loans agrees to permit such Designated BorrowerBorrower to receive Alternate Currency Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Designated Borrower otherwise shall be a Borrower for all purposes of this Agreement, subject to the modifications for such Designated Borrower, as set forth in this Section 2.9.

Designated Borrowers. (a) Effective as of the date hereof Cxxxxxx-Xxxxxx Controls, Inc., a Delaware corporation, Metal Improvement Company, LLC, a Delaware limited liability company, Cxxxxxx-Xxxxxx Flow Control Corporation, a New York corporation, Cxxxxxx-Xxxxxx Flow Control Service Corporation, a Delaware corporation, Cxxxxxx-Xxxxxx Electro-Mechanical Corporation, a Delaware corporation, DY 4 Systems, Inc., an Ontario corporation, and Cxxxxxx-Xxxxxx Antriebstechnik GmbH, a Swiss company, shall each be a “Designated Borrower” hereunder and may receive Loans for its account on the terms and conditions set forth in this Agreement. (b) The Company may at any time, upon not less than 15 Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), designate any additional Material Subsidiary of the Company (an “Applicant Borrower”) as a Designated Borrower to receive Loans hereunder by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit L H (a “Designated Borrower Request and Assumption Agreement”); provided that the consent of the designation of a Subsidiary organized under the laws of a jurisdiction other than the United States, Canada, United Kingdom or any other member of the European Union shall require the consent of each Lender funding the applicable Supplemental Tranche. The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the credit facilities provided for herein the Administrative Agent and the Lenders shall have received (i) a fully executed Company Guaranty made by the Company in favor of the Administrative Agent, substantially in the form of Exhibit G-1 and (ii) such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent, but in any event consistent with supporting resolutions, incumbency certificates, opinions of counsel and other documents or information delivered pursuant to Section 4.01 or required pursuant to Section 10.18, in each case, as may be reasonably requested required by the Administrative Agent or the Required Lenders (or, solely to the extent such documents and/or information, as applicable, are being requested in connection with the Act, the Beneficial Ownership Regulation or any other AML Law, any Lender)their sole discretion, and Notes signed by such new Borrowers to the extent any Lenders so require. Promptly If the Administrative Agent and the Required Lenders agree that an Applicant Borrower 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, but in no event earlier than 15 Business Days following the Administrative Agent’s receipt of such Designated Borrower Request and Assumption Agreement and subject to the Administrative Agent’s consent (such consent not to be unreasonably withheld or delayed) to the Applicant Borrower’s designation as a Designated Borrower, the Administrative Agent shall send a notice in substantially the form of Exhibit M I (a “Designated Borrower Notice”) to the Company and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Designated Borrower for purposes hereof, whereupon each of the Lenders shall make Loans agrees to permit such Designated BorrowerBorrower to receive Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Designated Borrower otherwise shall be a Borrower for all purposes of this Agreement. (c) The Obligations of the Company and each Designated Borrower that is a Domestic Subsidiary shall be joint and several in nature. The Obligations of all Foreign Borrowers shall be several in nature and shall be limited to Loans made to, or Letters of Credit issued for, the direct benefit of such Foreign Borrower. (d) Each Subsidiary of the Company that is or becomes a “Designated Borrower” pursuant to this Section 2.14 hereby irrevocably appoints the Company 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 Designated Borrower 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 the Company, whether or not any such other Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to the Company in accordance with the terms of this Agreement shall be deemed to have been delivered to each Designated Borrower. (e) The Company may from time to time, upon not less than 15 Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), terminate a Designated Borrower’s status as such, provided that there are no outstanding Loans payable by such Designated Borrower, or other amounts payable by such Designated Borrower on account of any Loans made to it, as of the effective date of such termination. The Administrative Agent will promptly notify the Lenders of any such termination of a Designated Borrower’s status.

Designated Borrowers. (a) The Company may at any time, upon not less than 15 Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), designate any additional Subsidiary of the Company (an “Applicant Borrower”) as a Designated Borrower to receive Loans hereunder by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit L (a “Designated Borrower Request and Assumption Agreement”); provided that the consent of the designation of a Subsidiary organized under the laws of a jurisdiction other than the United States, Canada, United Kingdom or any other member of the European Union shall require the consent of each Lender funding the applicable Supplemental Tranche. The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the credit facilities provided for herein the Administrative Agent and the Lenders shall have received (i) a fully executed Company Guaranty made by the Company in favor of the Administrative Agent, substantially in the form of Exhibit G-1 and (ii) such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent, but in any event consistent with supporting resolutions, incumbency certificates, opinions of counsel and other documents or information delivered pursuant to Section 4.01 or required pursuant to Section 10.18, in each case, as may be reasonably requested by the Administrative Agent or the Required Lenders (or, solely to the extent such documents and/or information, as applicable, are being requested in connection with the Act, the Beneficial Ownership Regulation or any other AML Law, any Lender), and Notes signed by such new Borrowers to the extent any Lenders so require. Promptly following receipt of all such requested resolutions, incumbency certificates, opinions of counsel and other documents or information, but in no event earlier than 15 Business Days following the Administrative Agent’s receipt of such Designated Borrower Request and Assumption Agreement and subject to the Administrative Agent’s consent (such consent not to be unreasonably withheld or delayed) to the Applicant Borrower’s designation as a Designated Borrower, the Administrative Agent shall send a notice in substantially the form of Exhibit M (a “Designated Borrower Notice”) to the Company and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Designated Borrower for purposes hereof, whereupon each of the Lenders shall make Loans to such Designated Borrower, on the terms and conditions set forth herein, and each of the parties agrees that such Designated Borrower otherwise shall be a Borrower for all purposes of this Agreement. (b) The Obligations of the Company and each Designated Borrower that is a Domestic Subsidiary shall be joint and several in nature. The Obligations of all Designated Borrowers that are Foreign Subsidiaries shall be several in nature. 40520117.12 (c) Each Subsidiary of the Company that is or becomes a “Designated Borrower” pursuant to this Section 2.19 hereby irrevocably appoints the Company 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 Designated Borrower 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 the Company, whether or not any such other Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to the Company in accordance with the terms of this Agreement shall be deemed to have been delivered to each Designated Borrower. (d) The Company may from time to time, upon not less than 15 Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), terminate a Designated Borrower’s status as such, provided that there are no outstanding Loans payable by such Designated Borrower, or other amounts payable by such Designated Borrower on account of any Loans made to it, as of the effective date of such termination. The Administrative Agent will promptly notify the Lenders of any such termination of a Designated Borrower’s status.

Designated Borrowers. (a) The It is acknowledged and agreed that PAREXEL International Holding B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands, shall continue to be a “Designated Borrower” hereunder as of the Closing Date and may receive Loans for its account on the terms and conditions set forth in this Agreement. (b) Subject to the provisions of this Section 2.16(b), the Company may at any time, upon not less than 15 10 Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), designate any one or more additional Subsidiary Subsidiaries of the Company (an “Applicant Borrower”) as a Designated Borrower to receive Loans or other applicable Credit Extensions hereunder by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit L G (a “Designated Borrower Request and Assumption Agreement”); provided that the consent of the designation of a Subsidiary organized under the laws of a jurisdiction other than the United States, Canada, United Kingdom or any other member of the European Union shall require the consent of each Lender funding the applicable Supplemental Tranche. The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the credit facilities provided for herein the Administrative Agent and the Lenders shall have received (i) a fully executed Company Guaranty made by the Company in favor of the Administrative Agent, substantially in the form of Exhibit G-1 and (ii) such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent, but in any event consistent with supporting resolutions, incumbency certificates, opinions of counsel and other documents or information delivered pursuant to Section 4.01 or required pursuant to Section 10.18, in each case, as may be reasonably requested required by the Administrative Agent or the Required Lenders (or, solely to the extent such documents and/or information, as applicable, are being requested in connection with the Act, the Beneficial Ownership Regulation or any other AML Law, any Lender)their reasonable discretion, and Notes signed by such new Borrowers to the extent any Lenders so require. Promptly Provided that each Lender is permitted under applicable Law to make Loans and other applicable Credit Extensions to such Applicant Borrower in accordance with the terms of this Agreement and the other Loan Documents on the effective date specified below, if the Administrative Agent and the Required Lenders agree that an Applicant Borrower shall be entitled to receive Loans or other applicable Credit Extensions hereunder, then promptly following receipt of all such requested resolutions, incumbency certificates, opinions of counsel and other documents or information, but in no event earlier than 15 Business Days following the Administrative Agent’s receipt of such Designated Borrower Request and Assumption Agreement and subject to the Administrative Agent’s consent (such consent not to be unreasonably withheld or delayed) to the Applicant Borrower’s designation as a Designated Borrower, the Administrative Agent shall send a notice in substantially the form of Exhibit M H (a “Designated Borrower Notice”) to the Company and all the Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Designated Borrower for purposes hereof, whereupon each of the Lenders shall make Loans agrees to permit such Designated BorrowerBorrower to receive Loans or other applicable Credit Extensions hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Designated Borrower otherwise shall be a Borrower for all purposes of this Agreement; provided that (i) no Committed Loan Notice or Letter of Credit Application may be submitted by or on behalf of such Designated Borrower until the date five Business Days after such effective date and (ii) for the avoidance of any doubt, no such Applicant Borrower shall be a Designated Borrower hereunder if any Lender is at such effective date prohibited under applicable Law to make Loans and other applicable Credit Extensions to such Applicant Borrower in accordance with the terms of this Agreement and the other Loan Documents (notwithstanding any agreement by the Administrative Agent and the Required Lenders that such Applicant Borrower shall be entitled to receive Loans hereunder); and provided further, that effective as of the date hereof, the Administrative Agent and the Required Lenders agree that each of the Subsidiaries listed on Schedule 5.12 may become a “Designated Borrower” pursuant hereto (subject to satisfaction of the other conditions set forth in this Section 2.16) without any requirement of further consent from the Required Lenders or the Administrative Agent so long as such Subsidiary is either a Domestic Subsidiary or a Subsidiary organized under the laws of the United Kingdom, the Netherlands, or a jurisdiction in which each Lender is, at such effective date, permitted under applicable Law to make Loans and other applicable Credit Extensions to such Subsidiary in accordance with the terms of this Agreement and the other Loan Documents. (c) The Obligations of the Company and each Designated Borrower that is a Domestic Subsidiary shall be joint and several in nature. The Obligations of all Designated Borrowers that are Foreign Subsidiaries shall be several in nature. (d) Each Subsidiary of the Company that is or becomes a “Designated Borrower” pursuant to this Section 2.16 hereby irrevocably appoints the Company 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 Designated Borrower 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 the Company, whether or not any such other Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to the Company in accordance with the terms of this Agreement shall be deemed to have been delivered to each Designated Borrower. (e) The Company may from time to time, upon not less than 10 Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), terminate a Designated Borrower’s status as such, provided that there are no outstanding Loans payable by such Designated Borrower, or other amounts payable by such Designated Borrower on account of any Loans made to it, as of the effective date of such termination. The Administrative Agent will promptly notify the Lenders of any such termination of a Designated Borrower’s status and shall execute such instruments or agreements reasonably requested by the Company evidencing such release.

Designated Borrowers. (a) Effective as of the Second Restatement Date, each Canadian Borrower shall be a “Designated Borrower” hereunder and may receive Loans for its account on the terms and conditions set forth in this Agreement. b) The Company may at any time, upon not less than 15 Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), designate any additional Subsidiary of the Company (an “Applicant Borrower”) as a Designated Borrower to receive Loans hereunder by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit L (a “Designated Borrower Request and Assumption Agreement”); provided that the consent of the designation of a Subsidiary organized under the laws of a jurisdiction other than the United States, Canada, New Zealand, United Kingdom or any other member of the European Union shall require the consent of each Lender funding the applicable Supplemental Tranche. The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the credit facilities provided for herein the Administrative Agent and the Lenders shall have received (i) a fully executed Company Guaranty made by the Company in favor of the Administrative Agent, substantially in the form of Exhibit G-1 and (ii) such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent, but in any event consistent with supporting resolutions, incumbency certificates, opinions of counsel and other documents or information delivered pursuant to Section 4.01 or required pursuant to Section 10.184.01, in each case, as may be reasonably requested by the Administrative Agent or the Required Lenders (or, solely to the extent such documents and/or information, as applicable, are being requested in connection with the Act, the Beneficial Ownership Regulation or any other AML Law, any Lender)Lenders, and Notes signed by such new Borrowers to the extent any Lenders so require. Promptly following receipt of all such requested resolutions, incumbency certificates, opinions of counsel and other documents or information, but in no event earlier than 15 Business Days following the Administrative Agent’s receipt of such Designated Borrower Request and Assumption Agreement and subject to the Administrative Agent’s consent (such consent not to be unreasonably withheld or delayed) to the Applicant Borrower’s designation as a Designated Borrower, the Administrative Agent shall send a notice in substantially the form of Exhibit M (a “Designated Borrower Notice”) to the Company and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Designated Borrower for purposes hereof, whereupon each of the Lenders shall make Loans to such Designated Borrower, on the terms and conditions set forth herein, and each of the parties agrees that such Designated Borrower otherwise shall be a Borrower for all purposes of this Agreement. c) The Obligations of the Company and each Designated Borrower that is a Domestic Subsidiary shall be joint and several in nature. The Obligations of all Designated Borrowers that are Foreign Subsidiaries shall be several in nature. d) Each Subsidiary of the Company that is or becomes a “Designated Borrower” pursuant to this Section 2.19 hereby irrevocably appoints the Company 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 Designated Borrower 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 the Company, whether or not any such other Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to the Company in accordance with the terms of this Agreement shall be deemed to have been delivered to each Designated Borrower. e) The Company may from time to time, upon not less than 15 Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), terminate a Designated Borrower’s status as such, provided that there are no outstanding Loans payable by such Designated Borrower, or other amounts payable by such Designated Borrower on account of any Loans made to it, as of the effective date of such termination. The Administrative Agent will promptly notify the Lenders of any such termination of a Designated Borrower’s status.

Designated Borrowers. (a) Effective as of the date hereof, Technitrol Delaware, Inc., a Delaware corporation; Pulse Engineering, Inc., a Delaware corporation; AMI Doduco, Inc., a Pennsylvania corporation; Technitrol Singapore Holdings Pte. Ltd., a company organized under the laws of Singapore; Pulse Electronics (Singapore) Pte. Ltd., a company organized under the laws of Singapore; Pulse GmbH, a company organized under the laws of Germany; CST Electronics Co., Ltd., a company organized under the laws of Hong Kong; AMI Doduco Holding GmbH, a company organized under the laws of Germany; AMI Doduco GmbH, a company organized under the laws of Germany; AMI Doduco Espana S.L., a company organized under the laws of Spain; and AMI Doduco Nederland B.V., a company organized under the laws of the Netherlands shall be a "Designated Borrower" hereunder and may receive Loans for its account on the terms and conditions set forth in this Agreement. (b) The Company may at any time, upon not less than 15 Business Days’ ' notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), designate any additional Material Subsidiary of the Company (an “"Applicant Borrower”") as a Designated Borrower to receive Loans hereunder hereunder, by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to the Singapore Administrative Agent and each Lender) a duly executed notice and agreement in substantially the form of Exhibit L H (a “"Designated Borrower Request and Assumption Agreement”"); provided that the consent of the designation of a Subsidiary organized under the laws of a jurisdiction other than the United States, Canada, United Kingdom or any other member of the European Union shall require the consent of each Lender funding the applicable Supplemental Tranche. The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the credit facilities provided for herein herein, the Administrative Agent Agents and the Lenders shall have consented in writing thereto in their sole discretion and shall have received (i) a fully executed Company Guaranty made by the Company in favor of the Administrative Agent, substantially in the form of Exhibit G-1 and (ii) such supporting resolutions, incumbency certificates, opinions of counsel counsel, and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent, but in any event consistent with supporting resolutions, incumbency certificates, opinions of counsel and other documents or information delivered pursuant to Section 4.01 or required pursuant to Section 10.18, in each case, as may be reasonably requested required by the Administrative Agent or the Required Lenders (or, solely to the extent such documents and/or information, as applicable, are being requested in connection with the Act, the Beneficial Ownership Regulation or any other AML Law, any Lender)their sole discretion, and Notes signed by such new Borrowers to the extent any Lenders so require. Promptly If the Administrative Agent and the Required Lenders agree that an Applicant Borrower 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, but in no event earlier than 15 Business Days following the Administrative Agent’s receipt of such Designated Borrower Request and Assumption Agreement and subject to the Administrative Agent’s consent (such consent not to be unreasonably withheld or delayed) to the Applicant Borrower’s designation as a Designated Borrower, the Administrative Agent shall send a notice in substantially the form of Exhibit M I (a “"Designated Borrower Notice”") to the Company Company, the Singapore Administrative Agent and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Designated Borrower for purposes hereof, whereupon each of the Primary Lenders shall make Loans agrees to permit such Designated BorrowerBorrower to receive Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Designated Borrower otherwise shall be a Borrower for all purposes of this Agreement; provided that no Committed Loan Notice or Letter of Credit Application may be submitted by or on behalf of such Designated Borrower until the date five Business Days after such effective date. Any Applicant Borrower shall, unless the Agents and the Singapore Lenders otherwise consent in their sole discretion, become a Primary Borrower and not a Singapore Borrower. (c) The Obligations of the Company and each Designated Borrower that is a Domestic Subsidiary shall be joint and several in nature. The Obligations of all Designated Borrowers that are Foreign Subsidiaries shall be several in nature. (d) Each Subsidiary of the Company that is or becomes a "Designated Borrower" pursuant to this Section 2.14 hereby irrevocably appoints the Company 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 Designated Borrower 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 the Company, whether or not any such other Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to the Company in accordance with the terms of this Agreement shall be deemed to have been delivered to each Designated Borrower.

Designated Borrowers. (a) The Company After the Agreement Date, Fresh Produce may at any time, upon not less than 15 Business Days’ twenty (20) days notice from the Company Fresh Produce to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), designate request that any additional Subsidiary one or more Material Subsidiaries of the Company Fresh Produce (an “Applicant Borrower”) be designated as a Designated Borrower to receive Loans Advances or to have Letters of Credit issued hereunder by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit L D (a “Designated Borrower Request and Assumption Agreement”); provided provided, however, Fresh Produce shall not have any right to request that the consent an Applicant Borrower become a Designated Borrower hereunder if (a) such Applicant Borrower is not a Wholly-Owned Subsidiary of the designation of a Subsidiary Fresh Produce, or is organized under the laws of a jurisdiction other than the United Statesin which any Lender is prohibited or restricted under Applicable Law from making Advances, Canada, United Kingdom or (b) any other member Default or Event of the European Union shall require the consent of each Lender funding the applicable Supplemental TrancheDefault then exists or would be caused hereby. The parties hereto hereby acknowledge and agree that prior to any Applicant Borrower becoming a Designated Borrower entitled to utilize the credit facilities provided for herein the Administrative Agent and the Lenders shall have received (i) a fully executed Company such Security Documents, Guaranty made by the Company in favor of the Administrative AgentAgreements, substantially in the form of Exhibit G-1 and (ii) such reaffirmation agreements, supporting resolutions, incumbency certificates, certified (if available) governing documents and good standing certificates, opinions of counsel and any other document or information reasonably requested by the Administrative Agent (including all documents or informationrequested on behalf of any Lender pursuant to Section 9.12 hereof), each in form, content form and scope reasonably substance satisfactory to the Administrative Agent, but or in any event consistent connection with supporting resolutions, incumbency certificates, opinions of counsel and other documents or information delivered requested pursuant to Section 4.01 or required pursuant to Section 10.189.12, in each casesuch Lender (collectively, as may be reasonably requested by the “Supporting Documents”). If the Administrative Agent or agrees that an Applicant Borrower shall have satisfied all of the Required Lenders (orrequirements of this Section 2.13 and, solely therefore, be entitled to the extent such documents and/or informationbecome a Designated Borrower hereunder, as applicable, are being requested in connection with the Act, the Beneficial Ownership Regulation or any other AML Law, any Lender), and Notes signed by such new Borrowers to the extent any Lenders so require. Promptly then promptly following receipt of (i) all such requested resolutionsSupporting Documents, incumbency certificates, opinions and (ii) a certificate of counsel and other documents the chief financial officer of Fresh Produce certifying that no Default or information, but in no event earlier than 15 Business Days following Event of Default then exists or would result from the Administrative Agent’s receipt joinder of such Designated Applicant Borrower Request and Assumption Agreement and subject to the Administrative Agent’s consent (such consent not to be unreasonably withheld or delayed) to the Applicant Borrower’s designation as a Designated BorrowerBorrower hereunder, the Administrative Agent shall send a notice in substantially the form of Exhibit M (a “Designated Borrower Notice”) to the Company Fresh Produce and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Designated Borrower for purposes hereof, whereupon each thereof (which effective date shall in any event be the later of (x) the Lenders shall make Loans to such Designated Borrower, on fifteenth day after the terms and conditions set forth herein, and each Administrative Agent’s receipt of the parties agrees that such Designated Borrower otherwise shall be a Borrower for all purposes of this Agreement.documents requested pursuant to

Designated Borrowers. (a) Effective as of the date hereof, each of Jacobs Europe Holdco Limited, Jacobs U.K. Limited, Xxxxxx Australia Pty Limited, Xxxxxx Australia Holdings Company Pty. Ltd., and Xxxxxx Group (Australia) PTY Ltd. shall be a “Designated Borrower” hereunder and may receive Loans for its account on the terms and conditions set forth in this Agreement; provided that no Person organized under the laws of France shall be a “Designated Borrower” hereunder. (b) The Company may at any time, upon not less than 15 10 Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), whereupon the Administrative Agent shall give prompt notice to the Lenders, designate any additional Material Subsidiary of the Company (an “Applicant Borrower”) as a Designated Borrower to receive Loans hereunder by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit L G (a “Designated Borrower Request and Assumption Agreement”); provided that the consent of the designation of a Subsidiary organized under the laws of a jurisdiction other than the United States, Canada, United Kingdom or any other member of the European Union shall require the consent of each Lender funding the applicable Supplemental Tranche. The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the credit facilities provided for herein the Administrative Agent and the Lenders shall have received (i) a fully executed Company Guaranty made by the Company in favor of the Administrative Agent, substantially in the form of Exhibit G-1 and (ii) such supporting resolutions, incumbency certificatescertificates (to the extent such concept exists under Applicable Law), opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent, but in any event consistent with supporting resolutions, incumbency certificates, opinions of counsel and other documents or information delivered pursuant to Section 4.01 or required pursuant to Section 10.18, in each case, as may be reasonably requested required by the Administrative Agent or in its sole discretion but in any event, subject to differences among jurisdictions, shall be consistent and within substantially the Required Lenders (or, solely same scope of documents and information requested to be delivered by the extent such documents and/or information, as applicable, are being requested in connection with Borrowers on the Act, the Beneficial Ownership Regulation or any other AML Law, any Lender)Closing Date, and Notes signed by such new Borrowers to the extent any Lenders so require, subject to Section 2.11(a). Promptly If the Administrative Agent and the Required Lenders agree that an Applicant Borrower shall be entitled to receive Loans hereunder, then promptly following receipt of all such requested resolutions, incumbency certificatescertificates (to the extent such concept exists under Applicable Law), opinions of counsel and other documents or information, but in no event earlier than 15 Business Days following the Administrative Agent’s receipt of such Designated Borrower Request and Assumption Agreement and subject to the Administrative Agent’s consent (such consent not to be unreasonably withheld or delayed) to the Applicant Borrower’s designation as a Designated Borrower, the Administrative Agent shall send a notice in substantially the form of Exhibit M H (a “Designated Borrower Notice”) to the Company and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Designated Borrower for purposes hereofhereof (the “Designated Borrower Effective Date”), whereupon each of the Lenders shall make Loans agrees to permit such Designated BorrowerBorrower to receive Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Designated Borrower otherwise shall be a Borrower for all purposes of this Agreement; provided that no Committed Loan Notice or Letter of Credit Application may be submitted by or on behalf of such Designated Borrower until the date five Business Days after such effective date. Notwithstanding the foregoing, (i) no such approval of an additional Designated Borrower shall be effective if any Lender cannot legally lend to, establish credit for the account of and/or do any business whatsoever with such Designated Borrower, and (ii) as a condition precedent to such Material Subsidiary becoming a Designated Borrower hereunder, (x) upon the reasonable request of any Lender made at least five Business Days prior to the Designated Borrower Effective Date, the Company or such Material Subsidiary shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, in each case at least two Business Days prior to the Designated Borrower Effective Date and (y) at least two Business Days prior to the Designated Borrower Effective Date, if such Material Subsidiary qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, it shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Material Subsidiary. (c) Without limiting any rights, powers and remedies of the Administrative Agent on behalf of the L/C Issuers and the Administrative Agent and the Lenders under the Guaranty, (i) each of the Company and each Designated Borrower that is a Domestic Subsidiary agrees that it is jointly and severally liable to the Administrative Agent, the L/C Issuers and the Lenders for the payment of all Obligations of all other Borrowers, including Designated Borrowers that are Foreign Subsidiaries, and that such liability is independent of the Obligations of the other Borrowers, and (ii) the Administrative Agent, each L/C Issuer and each Lender agrees that no Foreign Subsidiary is liable to the Administrative Agent, the L/C Issuers or the Lenders for the payment of any Obligations of the Company or any Designated Borrower that is a Domestic Subsidiary. Notwithstanding the preceding sentence or any other provision to the contrary in this Agreement, an Excluded Subsidiary shall not be liable for any obligations of the Company, a Domestic Subsidiary, or a Foreign Subsidiary that is a Disregarded Entity and is owned by a Domestic Subsidiary (provided, however, that any such Excluded Subsidiary shall be liable for its own Obligations). Each Designated Borrower agrees that its joint and several liability as set forth above shall not be impaired or affected by any modification, supplement, extension or amendment of any contract or agreement to which the parties thereto may hereafter agree, nor by any delay, extension of time, renewal, compromise or other indulgence granted by the Administrative Agent, the L/C Issuers or the Lenders with respect to any of the Obligations, nor by any other agreements or arrangements whatever with any other Designated Borrower or any other Person, each Designated Borrower hereby waiving all notice of any such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each Designated Borrower hereunder is direct and unconditional as to all of the Obligations hereunder for which it is jointly and severally liable, and may be enforced without requiring the Administrative Agent, the L/C Issuers or the Lenders first to resort to any other right, remedy or security; and no Designated Borrower shall have any right of subrogation, reimbursement or indemnity whatsoever, nor any right of recourse to any security for any of the Obligations, unless and until all of such Obligations have been paid in full. (d) Each Subsidiary of the Company that is or becomes a “Designated Borrower” pursuant to this Section 2.14 hereby irrevocably appoints the Company 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 Designated Borrower 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 the Company, whether or not any such other Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to the Company in accordance with the terms of this Agreement shall be deemed to have been delivered to each Designated Borrower. (e) The Company may from time to time, upon not less than 15 Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), terminate a Designated Borrower’s status as such, provided that there are no outstanding Loans payable by such Designated Borrower, or other amounts payable by such Designated Borrower on account of any Loans made to it, as of the effective date of such termination. The Administrative Agent will promptly notify the Lenders of any such termination of a Designated Borrower’s status.

Designated Borrowers. (a) Effective as of the date hereof Xxxxxxx-Xxxxxx Controls, Inc., a Delaware corporation, Metal Improvement Company, LLC, a Delaware limited liability company, Xxxxxxx-Xxxxxx Flow Control Corporation, a New York corporation, Xxxxxxx-Xxxxxx Flow Control Service Corporation, a Delaware corporation, XXXXXXX-XXXXXX ELECTRO-MECHANICAL CORPORATION, a Delaware corporation, DY 4 SYSTEMS, INC., AN ONTARIO CORPORATION, and Xxxxxxx-Xxxxxx Antriebstechnik GmbH, a Swiss company, shall each be a “Designated Borrower” hereunder and may receive Loans for its account on the terms and conditions set forth in this Agreement. (b) The Company may at any time, upon not less than 15 Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), designate any additional Material Subsidiary of the Company (an “Applicant Borrower”) as a Designated Borrower to receive Loans hereunder by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit L H (a “Designated Borrower Request and Assumption Agreement”); provided that the consent of the designation of a Subsidiary organized under the laws of a jurisdiction other than the United States, Canada, United Kingdom or any other member of the European Union shall require the consent of each Lender funding the applicable Supplemental Tranche. The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the credit facilities provided for herein the Administrative Agent and the Lenders shall have received (i) a fully executed Company Guaranty made by the Company in favor of the Administrative Agent, substantially in the form of Exhibit G-1 and (ii) such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent, but in any event consistent with supporting resolutions, incumbency certificates, opinions of counsel and other documents or information delivered pursuant to Section 4.01 or required pursuant to Section 10.18, in each case, as may be reasonably requested required by the Administrative Agent or the Required Lenders (or, solely to the extent such documents and/or information, as applicable, are being requested in connection with the Act, the Beneficial Ownership Regulation or any other AML Law, any Lender)their sole discretion, and Notes signed by such new Borrowers to the extent any Lenders so require. Promptly If the Administrative Agent and the Required Lenders agree that an Applicant Borrower 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, but in no event earlier than 15 Business Days following the Administrative Agent’s receipt of such Designated Borrower Request and Assumption Agreement and subject to the Administrative Agent’s consent (such consent not to be unreasonably withheld or delayed) to the Applicant Borrower’s designation as a Designated Borrower, the Administrative Agent shall send a notice in substantially the form of Exhibit M I (a “Designated Borrower Notice”) to the Company and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Designated Borrower for purposes hereof, whereupon each of the Lenders shall make Loans agrees to permit such Designated BorrowerBorrower to receive Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Designated Borrower otherwise shall be a Borrower for all purposes of this Agreement. (c) The Obligations of the Company and each Designated Borrower that is a Domestic Subsidiary shall be joint and several in nature. The Obligations of all Foreign Borrowers shall be several in nature and shall be limited to Loans made to, or Letters of Credit issued for, the direct benefit of such Foreign Borrower. (d) Each Subsidiary of the Company that is or becomes a “Designated Borrower” pursuant to this Section 2.14 hereby irrevocably appoints the Company 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 Designated Borrower 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 the Company, whether or not any such other Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to the Company in accordance with the terms of this Agreement shall be deemed to have been delivered to each Designated Borrower. (e) The Company may from time to time, upon not less than 15 Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), terminate a Designated Borrower’s status as such, provided that there are no outstanding Loans payable by such Designated Borrower, or other amounts payable by such Designated Borrower on account of any Loans made to it, as of the effective date of such termination. The Administrative Agent will promptly notify the Lenders of any such termination of a Designated Borrower’s status.

Designated Borrowers. (a) Effective as of the Closing Date, each Canadian Borrower shall be a “Designated Borrower” hereunder and may receive Loans for its account on the terms and conditions set forth in this Agreement. b) The Company may at any time, upon not less than 15 Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), designate any additional Subsidiary of the Company (an “Applicant Borrower”) as a Designated Borrower to receive Loans hereunder by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit L (a “Designated Borrower Request and Assumption Agreement”); provided that the consent of the designation of a Subsidiary organized under the laws of a jurisdiction other than the United States, Canada, New Zealand, United Kingdom or any other member of the European Union shall require the consent of each Lender funding the applicable Supplemental Tranche. The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the credit facilities provided for herein the Administrative Agent and the Lenders shall have received (i) a fully executed Company Guaranty made by the Company in favor of the Administrative Agent, substantially in the form of Exhibit G-1 and (ii) such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent, but in any event consistent with supporting resolutions, incumbency certificates, opinions of counsel and other documents or information delivered pursuant to Section 4.01 or required pursuant to Section 10.184.01, in each case, as may be reasonably requested by the Administrative Agent or the Required Lenders (or, solely to the extent such documents and/or information, as applicable, are being requested in connection with the Act, the Beneficial Ownership Regulation or any other AML Law, any Lender)Lenders, and Notes signed by such new Borrowers to the extent any Lenders so require. Promptly following receipt of all such requested resolutions, incumbency certificates, opinions of counsel and other documents or information, but in no event earlier than 15 Business Days following the Administrative Agent’s receipt of such Designated Borrower Request and Assumption Agreement and subject to the Administrative Agent’s consent (such consent not to be unreasonably withheld or delayed) to the Applicant Borrower’s designation as a Designated Borrower, the Administrative Agent shall send a notice in substantially the form of Exhibit M (a “Designated Borrower Notice”) to the Company and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Designated Borrower for purposes hereof, whereupon each of the Lenders shall make Loans to such Designated Borrower, on the terms and conditions set forth herein, and each of the parties agrees that such Designated Borrower otherwise shall be a Borrower for all purposes of this Agreement. c) The Obligations of the Company and each Designated Borrower that is a Domestic Subsidiary shall be joint and several in nature. The Obligations of all Designated Borrowers that are Foreign Subsidiaries shall be several in nature. d) Each Subsidiary of the Company that is or becomes a “Designated Borrower” pursuant to this Section 2.19 hereby irrevocably appoints the Company 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 Designated Borrower 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 the Company, whether or not any such other Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to the Company in accordance with the terms of this Agreement shall be deemed to have been delivered to each Designated Borrower. e) The Company may from time to time, upon not less than 15 Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), terminate a Designated Borrower’s status as such, provided that there are no outstanding Loans payable by such Designated Borrower, or other amounts payable by such Designated Borrower on account of any Loans made to it, as of the effective date of such termination. The Administrative Agent will promptly notify the Lenders of any such termination of a Designated Borrower’s status.

Designated Borrowers. (a) Effective as of the date hereof each of Tetra Tech Canada Holding Corporation, a corporation organized under the laws of Canada, Xxxxxx UK Limited, a private limited company incorporated in England and Wales under the Companies Xxx 0000, and Xxxxxx Services Australia Pty., Ltd., an Australian proprietary company limited by shares incorporated under the Xxxxxxxxxx Xxxxxxxxxxxx Xxx 0000, shall be a “Designated Borrower” hereunder and may receive Revolving Credit Loans for its account on the terms and conditions set forth in this Agreement. (b) The Company may at any time, upon not less than 15 Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), designate any additional wholly-owned Subsidiary of the Company (an “Applicant Borrower”) as a Designated Borrower to receive Revolving Credit Loans hereunder by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit L F (a “Designated Borrower Request and Assumption Agreement”); provided that the consent of the designation of a Subsidiary organized under the laws of a jurisdiction other than the United States, Canada, United Kingdom or any other member of the European Union shall require the consent of each Lender funding the applicable Supplemental Tranche. The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the credit facilities provided for herein Revolving Credit Facility (i) the Administrative Agent and the Lenders each Revolving Credit Lender shall have received (iA) a fully executed Company Guaranty made by the Company in favor of all documentation and other information that the Administrative AgentAgent or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, substantially including the USA PATRIOT Act, and (B) with respect to any Applicant Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in the form of Exhibit G-1 and relation to such Applicant Borrower, (ii) the Administrative Agent and each Revolving Credit Lender shall have received such supporting resolutions, incumbency certificates, opinions of counsel and other documents (including guarantees and Security Instruments as may be required to provide the guarantees and collateral security required by Section 6.13) or information, in form, content and scope reasonably satisfactory to the Administrative Agent, but in any event consistent with supporting resolutions, incumbency certificates, opinions of counsel and other documents or information delivered pursuant to Section 4.01 or required pursuant to Section 10.18, in each case, as may be reasonably requested required by the Administrative Agent or the Required Revolving Credit Lenders (or, solely to the extent such documents and/or information, as applicable, are being requested in connection with the Act, the Beneficial Ownership Regulation or any other AML Law, any Lender)their sole discretion, and (iii) each Revolving Credit Lender shall have received Revolving Credit Notes signed by such new Borrowers to the extent any requested thereby. If the Administrative Agent and the Revolving Credit Lenders so require. Promptly agree that an Applicant Borrower shall be entitled to receive Revolving Credit Loans hereunder, then promptly following receipt of all such requested resolutions, incumbency certificates, opinions of counsel and other documents or information, but in no event earlier than 15 Business Days following the Administrative Agent’s receipt of such Designated Borrower Request and Assumption Agreement and subject to the Administrative Agent’s consent (such consent not to be unreasonably withheld or delayed) to the Applicant Borrower’s designation as a Designated Borrower, the Administrative Agent shall send a notice in substantially the form of Exhibit M G (a “Designated Borrower Notice”) to the Company and the Revolving Credit Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Designated Borrower for purposes hereof, whereupon each of the Revolving Credit Lenders shall make Loans agrees to permit such Designated BorrowerBorrower to receive Revolving Credit Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Designated Borrower otherwise shall be a Borrower for all purposes of this Agreement; provided that no Loan Notice or Letter of Credit Application may be submitted by or on behalf of such Designated Borrower until the date five Business Days after such effective date. (c) The Obligations of the Company and each Designated Borrower that is a Domestic Subsidiary shall be joint and several in nature. The Obligations of all Designated Borrowers that are Foreign Subsidiaries shall be several in nature. (d) Each Subsidiary of the Company that is or becomes a “Designated Borrower” pursuant to this Section 2.14 hereby irrevocably appoints the Company 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 Revolving Credit Loans made by the Lenders, to any such Designated Borrower 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 the Company, whether or not any such other Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to the Company in accordance with the terms of this Agreement shall be deemed to have been delivered to each Designated Borrower. (e) The Company may from time to time, upon not less than 15 Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), terminate a Designated Borrower’s status as such, provided that (x) there are no outstanding Loans payable by such Designated Borrower, or other amounts payable by such Designated Borrower on account of any Loans made to it, as of the effective date of such termination and (y) to the extent there are outstanding Letters of Credit for the account of such Designated Borrower for which the Company is not listed as a co-applicant, the Company shall assume the Obligations with respect to such Letters of Credit as of the effective date of such termination. The Administrative Agent will promptly notify the Revolving Credit Lenders of any such termination of a Designated Borrower’s status.

Designated Borrowers. (a) The Company may at any time, upon not less than 15 Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), designate any additional Subsidiary of the Company (an “Applicant Borrower”) as a Designated Borrower to receive Loans hereunder by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit L (a “Designated Borrower Request and Assumption Agreement”); provided that the consent of the designation of a Subsidiary organized under the laws of a jurisdiction other than the United States, Canada, or United Kingdom or any other member of the European Union shall require the consent of each Lender funding the applicable Supplemental Tranche. The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the credit facilities provided for herein the Administrative Agent and the Lenders shall have received (i) a fully executed Company Guaranty made by the Company in favor of the Administrative Agent, substantially in the form of Exhibit G-1 and (ii) such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent, but in any event consistent with supporting resolutions, incumbency certificates, opinions of counsel and other documents or information delivered pursuant to Section 4.01 or required pursuant to Section 10.18, in each case, as may be reasonably requested by the Administrative Agent or the Required Lenders (or, solely to the extent such documents and/or information, as applicable, are being requested in connection with the Act, the Beneficial Ownership Regulation or any other AML Law, any Lender), and Notes signed by such new Borrowers to the extent any Lenders so require. Promptly following receipt of all such requested resolutions, incumbency certificates, opinions of counsel and other documents or information, but in no event earlier than 15 Business Days following the Administrative Agent’s receipt of such Designated Borrower Request and Assumption Agreement and subject to the Administrative Agent’s consent (such consent not to be unreasonably withheld or delayed) to the Applicant Borrower’s designation as a Designated Borrower, the Administrative Agent shall send a notice in substantially the form of Exhibit M (a “Designated Borrower Notice”) to the Company and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Designated Borrower for purposes hereof, whereupon each of the Lenders shall make Loans to such Designated Borrower, on the terms and conditions set forth herein, and each of the parties agrees that such Designated Borrower otherwise shall be a Borrower for all purposes of this Agreement. (b) The Obligations of the Company and each Designated Borrower that is a Domestic Subsidiary shall be joint and several in nature. The Obligations of all Designated Borrowers that are Foreign Subsidiaries shall be several in nature. (c) Each Subsidiary of the Company that is or becomes a “Designated Borrower” pursuant to this Section 2.19 hereby irrevocably appoints the Company 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 Designated Borrower 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 the Company, whether or not any such other Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to the Company in accordance with the terms of this Agreement shall be deemed to have been delivered to each Designated Borrower. (d) The Company may from time to time, upon not less than 15 Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), terminate a Designated Borrower’s status as such, provided that there are no outstanding Loans payable by such Designated Borrower, or other amounts payable by such Designated Borrower on account of any Loans made to it, as of the effective date of such termination. The Administrative Agent will promptly notify the Lenders of any such termination of a Designated Borrower’s status.

Designated Borrowers. (a) Effective as of the date hereof, each of Stryker IFSC Limited, a corporation organized under the laws of Ireland, Howmedica International S. de X.X., a limited liability company (sociedad de responsabilidad limitada) organized under the laws of Panama, Stryker International Holdings B.V., a besloten vennootschap met beperkte aansprakelijkheid established under the laws of The Netherlands, and Stryker Holdings B.V., a besloten vennootschap met beperkte aansprakelijkheid established under the laws of The Netherlands, shall be a “Designated Borrower” hereunder and may request and be advanced Committed Loans and Swing Line Loans and may apply for Letters of Credit to be issued, all for its account (or, in the case of Letters of Credit, the account of the Company or any Subsidiary) on the terms and conditions set forth in this Agreement. (b) The Company may at any time, upon not less than 15 10 Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion)Agent, designate any additional Subsidiary of the Company (an “Applicant Borrower”) as a Designated Borrower to receive request and be advanced Committed Loans and Swing Line Loans hereunder and to apply for Letters of Credit to be issued hereunder by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit L H (a “Designated Borrower Request Notice and Assumption Agreement”). Following receipt of such notice from the Company, the Administrative Agent shall promptly notify each Exhibit 4.1 Lender of its receipt of such notice. Within 5 Business Days of its receipt of such notice from the Administrative Agent, each Lender shall notify the Administrative Agent if it would be unlawful for such Lender to permit such Applicant Borrower to request and be advanced Committed Loans and Swing Line Loans from such Lender hereunder and to apply for Letters of Credit to be issued from such Lender (in its capacity as an L/C Issuer) hereunder, on the terms and conditions set forth herein, and the Administrative Agent shall promptly notify the Company of any such responses; provided provided, however, that the consent failure of any Lender to give such notice shall not obligate such Lender to advance Committed Loans or Swing Line Loans or to issue Letters of Credit to the designation extent it is unlawful for such Lender to do so. Following the Company’s receipt of a Subsidiary organized under notice from the laws Administrative Agent of a jurisdiction other than any such responses, the United StatesCompany may, Canadain its discretion, United Kingdom or any other member of the European Union shall require the consent of each Lender funding terminate the applicable Supplemental TrancheSubsidiary’s designation as an Applicant Borrower. The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the credit facilities provided for herein the Administrative Agent and the Lenders shall have received (i) a fully executed Company Guaranty made by the Company in favor of the Administrative Agent, substantially in the form of Exhibit G-1 and (ii) such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent, but in any event consistent with supporting resolutions, incumbency certificates, opinions of counsel and other documents or information delivered pursuant to Section 4.01 or required pursuant to Section 10.18, in each case, as may be reasonably requested required by the Administrative Agent or the Required Lenders (orin their sole discretion, solely to the extent such documents and/or information, as applicable, are being requested in connection with the Act, the Beneficial Ownership Regulation or any other AML Law, any Lender), and Notes signed by such new Borrowers to the extent any Lenders so require, and, if the designation of such Designated Borrower obligates the Administrative Agent or any Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, 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 be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under all applicable laws and regulations. Promptly following receipt of all such requested resolutions, incumbency certificates, opinions of counsel and other documents or information, but in no event earlier than 15 Business Days following the Administrative Agent’s receipt of such Designated Borrower Request and Assumption Agreement and subject to the Administrative Agent’s consent (such consent not to be unreasonably withheld or delayed) to the Applicant Borrower’s designation as a Designated Borrower, the Administrative Agent shall send a notice in substantially the form of Exhibit M I (a “Designated Borrower NoticeConfirmation”) to the Company and the Lenders specifying that effective as of the effective date upon which of such Designated Borrower Confirmation the Applicant Borrower shall constitute a Designated Borrower for purposes hereof, whereupon each of the Lenders shall make Loans agrees to permit such Designated BorrowerBorrower to request and be advanced Committed Loans and Swing Line Loans hereunder and to apply for Letters of Credit to be issued hereunder, on the terms and conditions set forth herein, except to the extent it is unlawful for any such Lender to do so (in which case, it shall not be obligated to do so) and each of the parties agrees that such Designated Borrower otherwise shall be a Borrower for all purposes of this Agreement. (c) The Company shall guaranty the Obligations of each Designated Borrower pursuant to the terms and conditions of the Guaranty. The Obligations of all Designated Borrowers shall be several in nature. (d) Each Subsidiary of the Company that is or becomes a “Designated Borrower” pursuant to this Section 2.15 hereby irrevocably appoints the Company, and the Company hereby accepts such appointment, 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, (iii) the receipt of the proceeds of any Loans made by the Lenders, to any such Designated Borrower hereunder and (iv) to be such Designated Borrower’s Agent for the purpose of receiving, accepting and acknowledging service on its behalf in any legal process issued in connection with this Agreement or any other Loan Document. 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 the Company, whether or not any such other Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to the Company in accordance with the terms of this Agreement shall be deemed to have been delivered to each Designated Borrower. Exhibit 4.1 (e) The Company may from time to time, upon not less than 10 Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), terminate a Designated Borrower’s status as such; provided that there are no outstanding Loans payable by such Designated Borrower, or other amounts payable or obligations outstanding by such Designated Borrower, as of the effective date of such termination. The Administrative Agent will promptly notify the Lenders of any such termination of a Designated Borrower’s status. (f) If the Company shall designate as a Designated Borrower hereunder any Subsidiary not organized under the laws of the United States or any State thereof, any Lender may, with notice to the Administrative Agent and the Company, fulfill its Commitment hereunder with respect to such Designated Borrower by causing a branch or an Affiliate of such Lender to act as the Lender in respect of such Designated Borrower (and such Lender shall, to the extent of Loans made to and participations in Swing Line Loans made to, or in Letters of Credit issued for the account of, such Designated Borrower, be deemed for all purposes hereof to have pro tanto assigned such Loans and participations to such Affiliate in compliance with the provisions of Section 10.06); provided that the taking of any such actions by a branch or an Affiliate of such Lender shall not relieve any Lender of its obligations under this Agreement.

Designated Borrowers. (a) Effective as of the date hereof, each of the UK Borrowers and Wiley Germany shall be a “Designated Borrower” hereunder and may receive Loans for its account on the terms and conditions set forth in this Agreement; provided that, notwithstanding anything in any Loan Document to the contrary, neither WXXXX nor JWS UK2 shall be permitted to request, nor shall any Lender be obligated to fund, any Loan to either such Designated Borrower until such time as the Administrative Agent has received notice from each Lender that, prior to the Closing Date, had not completed all applicable KYC and other internal approvals necessary to permit such Lender to fund Loans to each such Designated Borrower under the Loan Documents, that such Lender has now obtained all such approvals. (b) The Company may at any time, upon not less than 15 Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), designate any additional Subsidiary of the Company (an “Applicant Borrower”) as a Designated Borrower to receive Loans hereunder by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit L F (a “Designated Borrower Request and Assumption Agreement”); provided that the consent of the designation of a Subsidiary organized under the laws of a jurisdiction other than the United States, Canada, United Kingdom or any other member of the European Union shall require the consent of each Lender funding the applicable Supplemental Tranche. The parties hereto acknowledge and agree that that, prior to any Applicant Borrower becoming entitled to utilize the credit facilities provided for herein herein, the Administrative Agent and the Lenders shall have received (i) a fully executed Company Guaranty made by the Company in favor of the Administrative Agent, substantially in the form of Exhibit G-1 and (ii) such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent, but in any event consistent with supporting resolutions, incumbency certificates, opinions of counsel and other documents or information delivered pursuant to Section 4.01 or required pursuant to Section 10.18, in each case, as may be reasonably requested required by the Administrative Agent or the Required Lenders (or, solely to the extent such documents and/or information, as applicable, are being requested in connection with the Act, the Beneficial Ownership Regulation or any other AML Law, any Lender)their sole discretion, and Notes signed by such new Borrowers to the extent any Lenders so require. Promptly If the Administrative Agent and all Lenders agree that an Applicant Borrower 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, but in no event earlier than 15 Business Days following the Administrative Agent’s receipt of such Designated Borrower Request and Assumption Agreement and subject to the Administrative Agent’s consent (such consent not to be unreasonably withheld or delayed) to the Applicant Borrower’s designation as a Designated Borrower, the Administrative Agent shall send a notice in substantially the form of Exhibit M G (a “Designated Borrower Notice”) to the Company and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Designated Borrower for purposes hereof, whereupon each of the Lenders shall make Loans agrees to permit such Designated BorrowerBorrower to receive Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Designated Borrower otherwise shall be a Borrower for all purposes of this Agreement; provided that no Committed Loan Notice or Letter of Credit Application may be submitted by or on behalf of such Designated Borrower until the date five Business Days after such effective date. (c) The Obligations of the Company and each Designated Borrower that is a Domestic Subsidiary shall be joint and several in nature. The Obligations of all Designated Borrowers that are Foreign Subsidiaries shall be joint and several in nature; provided that any liability by a German Obligor which is a GmbH under German law for Obligations of any other Foreign Subsidiaries shall be limited as follows: The obligation of such German Obligor under this Section 2.14(c) shall to the extent that it secures liabilities of an affiliated company (verbundenes Unternehmen) within the meaning of §00 Xxxxxx Stock Corporation Act (Aktiengesetz) (other than a direct or indirect Subsidiary) be limited to an amount equal to the relevant German Obligor’s net assets (its total assets as calculated in accordance with §266(2) A, B and C of the German Commercial Code (Handelsgesetzbuch) less its liabilities (and liability reserves (Rückstellungen)) calculated in accordance with §266(3) B, C and D of the German Commercial Code and its registered share capital (Stammkapital) (the “Net Assets”) of the relevant German Obligor in accordance with §00 Xxxxxx Limited Liability Company Act (GmbH-Gesetz), provided that for the purposes of the calculation of this amount the following balance sheet items shall be adjusted as follows: (i) the amount of any increase of registered share capital (Stammkapital) after the date of this Agreement that has been effected without the prior written consent of the Administrative Agent shall be deducted from the registered share capital (Stammkapital); (ii) loans provided to such German Obligor by its parent or any of its affiliated companies within the meaning of §15 of the German Stock Corporation Act (Aktiengesetz) as far as such loans are subordinated or qualify under § 39 (1) No. 5 in connection with §135 of the Insolvency Code (Insolvenzordnung), shall be disregarded; and (iii) loans and other contractual liabilities incurred in violation of the provisions of the Loan Documents shall be disregarded. Each German Obligor shall, if and to the extent that it has not sufficient assets to make payments under this Section 2.14(c) to pay off Obligations of a Foreign Subsidiary, realize any of its assets which are shown in its balance sheet with a book value (Buchwert) that is significantly lower than the market value of the asset and which is not essentially necessary for the relevant German Obligor’s business (betriebsnotwendig). (d) Each Subsidiary of the Company that is or becomes a “Designated Borrower” pursuant to this Section 2.14 hereby irrevocably appoints the Company 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 Designated Borrower hereunder in the event the Company notifies the Administrative Agent that such Loans are to be directly disbursed to it. 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 the Company, whether or not any such other Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to the Company in accordance with the terms of this Agreement shall be deemed to have been delivered to each Designated Borrower. (e) The Company may from time to time, upon not less than 15 Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), terminate a Designated Borrower’s status as such, provided that there are no outstanding Loans payable by such Designated Borrower, or other amounts payable by such Designated Borrower on account of any Loans made to it, as of the effective date of such termination. The Administrative Agent will promptly notify the Lenders of any such termination of a Designated Borrower’s status.

Designated Borrowers. (a) The Company Parent Borrower may at any time, upon not less than 15 Business Daystwenty (20) days’ revocable notice from the Company Parent Borrower to the Administrative Agent (or such shorter period as may be agreed by Lender Parties and the Administrative Agent in its sole discretion)FRBNY, designate any additional SPC that is a Subsidiary of the Company (an “Applicant Borrower”) Holdings as a Designated Borrower to receive Loans hereunder by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each LenderLender Parties and the FRBNY) a duly executed notice and agreement in substantially the form of Exhibit L F (a “Designated Borrower Borrower/Intermediate Lessee Request and Assumption Agreement”); provided that that: (i) such Designated Borrower has been established pursuant to Organizational Documents and Operational Documents in form and substance satisfactory to the consent of Required Persons; (ii) such Designated Borrower shall have executed and delivered to the designation of Required Persons (A) a Subsidiary organized supplement to the Borrower Party Guarantee and the Third Lien Guarantee, (B) a Grantor Supplement, (C) where such Designated Borrower is incorporated under the laws of a jurisdiction other than Ireland, an Irish Mortgage in respect of each Aircraft owned by such Designated Borrower and (D) such certificates, opinions and documents (including UCC Financing Statements, charge documents and registrations and recordings with the United StatesFAA (if applicable) and the International Registry) as the Required Persons may reasonably request to grant to the Security Trustees, Canada, United Kingdom or any other member for the benefit of the European Union Secured Parties (as defined in the Mortgage), a perfected security interest in, and Lien on, all of the Designated Borrower’s assets (it being understood and agreed that, with respect to each Aircraft Asset, only the Express Perfection Requirements shall require be required to be satisfied); (iii) if such Designated Borrower shall have established a Collection Account in its own name, the consent Security Trustee shall, subject to the Mortgage, have control of each such Collection Account pursuant to a Deposit Account Control Agreement; (iv) such Designated Borrower shall have instructed any applicable Lessee to make Collections payments in respect of any applicable Lease by wire transfer directly to a Collection Account; (v) Holdings shall have delivered to the Lender funding the applicable Supplemental Tranche. The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the credit facilities provided for herein the Administrative Agent and the Lenders Security Trustees a Collateral Supplement and, if applicable, an Additional Charge Over Shares sufficient to grant the Security Trustees, for the benefit of the Secured Parties (as defined in the Mortgage), a security interest in, and Lien on, all of the Equity Interests of such Designated Borrower; (vi) the Required Persons shall have received (i) a fully executed Company Guaranty made by the Company in favor of the Administrative Agent, substantially in the form of Exhibit G-1 and (ii) with respect to such Designated Borrower such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent, but in any event consistent with supporting resolutions, incumbency certificates, opinions of counsel and other documents or information delivered pursuant to Section 4.01 or required pursuant to Section 10.18, in each caseRequired Persons, as may be reasonably requested required by the Administrative Agent or the Required Lenders Persons in their sole discretion; (or, solely to the extent such documents and/or information, as applicable, are being requested in connection with the Act, the Beneficial Ownership Regulation or any other AML Law, any Lender), and Notes signed by such new Borrowers to the extent any Lenders so require. Promptly following receipt of all such requested resolutions, incumbency certificates, opinions of counsel and other documents or information, but in no event earlier than 15 Business Days following the Administrative Agent’s receipt of vii) where such Designated Borrower Request is incorporated under the laws of Ireland, within 21 days following the execution of the Security Documents referred to at (ii), (iii) and Assumption (v) above, such Designated Borrower shall cause each such Security Document, or the particulars thereof, to be filed with the Irish Companies Registration Office and the Irish Revenue Commissioners and in each case shall provide evidence of such filings reasonably satisfactory to the Required Persons; and (viii) the Required Persons shall have received evidence in a form and substance satisfactory to them that the requirements of Section 60 of the Companies Xxx 0000 (as amended) of Ireland and the analogous provisions of any other relevant jurisdiction in relation to financial assistance, have been complied with in full by such Designated Borrower. Notwithstanding anything in this Agreement and to the contrary but subject to Section 5.02(b) and Section 5.02(c), each Borrower Party shall be entitled at any time to change its legal form, jurisdiction of organization or jurisdiction of Tax residence, provided that it satisfies the Administrative Agent’s consent (such consent not to be unreasonably withheld or delayed) to requirements set forth in the Applicant Borrower’s designation proviso in the preceding sentence in the same manner as if it were a Designated Borrower, the Administrative Agent shall send a notice in substantially the form of Exhibit M (a “Designated Borrower Notice”) to the Company and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Designated Borrower for purposes hereof, whereupon each of the Lenders shall make Loans to such Designated Borrower, on the terms and conditions set forth herein, and each of the parties agrees that such Designated Borrower otherwise shall be a Borrower for all purposes of this Agreement.

Designated Borrowers. (a) Effective as of the date hereof, each of Quaker Chemical Corporation, a Delaware corporation, Epmar Corporation, Quaker Chemical B.V., and Quaker Chemical Europe B.V. shall be a “Designated Borrower” hereunder and may receive Loans for its account on the terms and conditions set forth in this Agreement. For the avoidance of doubt, each of Quaker Chemical B.V. and Quaker Chemical Europe B.V. shall be liable only for the Obligations under the Committed Loans either made to it by the Lenders or advanced to it by the Company from proceeds of Advances to the Company, in each case, remaining outstanding, and shall not be jointly and severally liable for the Obligations of the Borrowers for any Committed Loans. (b) The Company may at any time, upon not less than 15 fifteen (15) Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), request to designate any additional Subsidiary of the Company (an “Applicant Borrower”) as a Designated Borrower to receive Loans hereunder by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit L F (a “Designated Borrower Request and Assumption Agreement”); provided that the consent of the designation of a Subsidiary organized under the laws of a jurisdiction other than the United States, Canada, United Kingdom or any other member of the European Union shall require the consent of each Lender funding the applicable Supplemental Tranche. The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the credit facilities provided for herein the Administrative Agent and the Lenders shall have received (i) a fully executed Company Guaranty made by the Company in favor of the Administrative Agent, substantially in the form of Exhibit G-1 and (ii) such supporting resolutions, incumbency certificates, opinions of counsel counsel, financial information and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent, but in any event consistent with supporting resolutions, incumbency certificates, opinions of counsel and other documents or information delivered pursuant to Section 4.01 or required pursuant to Section 10.18, in each case, as may be reasonably requested required by the Administrative Agent or the Required Lenders (or, solely to the extent such documents and/or information, as applicable, are being requested in connection with the Act, the Beneficial Ownership Regulation or any other AML Law, any Lender)their sole discretion, and Notes signed by such new Borrowers to the extent any Lenders so require. Promptly If the Administrative Agent and the Required Lenders agree that an Applicant Borrower 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, but in no event earlier than 15 Business Days following the Administrative Agent’s receipt of such Designated Borrower Request and Assumption Agreement and subject to the Administrative Agent’s consent (such consent not to be unreasonably withheld or delayed) to the Applicant Borrower’s designation as a Designated Borrower, the Administrative Agent shall send a notice in substantially the form of Exhibit M G (a “Designated Borrower Notice”) to the Company and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Designated Borrower for purposes hereof, whereupon each of the Lenders shall make Loans agrees to permit such Designated BorrowerBorrower to receive Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Designated Borrower otherwise shall be a Borrower for all purposes of this Agreement; provided that no Committed Loan Notice or Letter of Credit Application may be submitted by or on behalf of such Designated Borrower until the date five Business Days after such effective date (or such shorter period as the Administrative Agent may agree to in its sole discretion). (c) Each of the Company and each Designated Borrower that is a Domestic Subsidiary shall be jointly and severally liable for the Obligations of all Borrowers hereunder. The Obligations of all Designated Borrowers that are Foreign Subsidiaries shall be several in nature. (d) Each Subsidiary of the Company that is or becomes a “Designated Borrower” pursuant to this Section 2.14 hereby irrevocably appoints the Company 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 Designated Borrower 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 the Company, whether or not any such other Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to the Company in accordance with the terms of this Agreement shall be deemed to have been delivered to each Designated Borrower.

Designated Borrowers. (a) Effective as of the date hereof Xxxxxxx-Xxxxxx Controls, Inc., a Delaware corporation, Metal Improvement Company, LLC, a Delaware limited liability company, Xxxxxxx-Xxxxxx Flow Control Corporation, a New York corporation, Xxxxxxx-Xxxxxx Flow Control Service Corporation, a Delaware corporation, Xxxxxxx-Xxxxxx Electro-Mechanical Corporation, a Delaware corporation, DY 4 Systems, Inc., an Ontario corporation, and Xxxxxxx-Xxxxxx Antriebstechnik GmbH, a Swiss company, shall each be a “Designated Borrower” hereunder and may receive Loans for its account on the terms and conditions set forth in this Agreement. (b) The Company may at any time, upon not less than 15 Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), designate any additional Material Subsidiary of the Company (an “Applicant Borrower”) as a Designated Borrower to receive Loans hereunder by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit L H (a “Designated Borrower Request and Assumption Agreement”); provided that the consent of the designation of a Subsidiary organized under the laws of a jurisdiction other than the United States, Canada, United Kingdom or any other member of the European Union shall require the consent of each Lender funding the applicable Supplemental Tranche. The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the credit facilities provided for herein the Administrative Agent and the Lenders shall have received (i) a fully executed Company Guaranty made by the Company in favor of the Administrative Agent, substantially in the form of Exhibit G-1 and (ii) such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent, but in any event consistent with supporting resolutions, incumbency certificates, opinions of counsel and other documents or information delivered pursuant to Section 4.01 or required pursuant to Section 10.18, in each case, as may be reasonably requested required by the Administrative Agent or the Required Lenders (or, solely to the extent such documents and/or information, as applicable, are being requested in connection with the Act, the Beneficial Ownership Regulation or any other AML Law, any Lender)their sole discretion, and Notes signed by such new Borrowers to the extent any Lenders so require. Promptly If the Administrative Agent and the Required Lenders agree that an Applicant Borrower 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, but in no event earlier than 15 Business Days following the Administrative Agent’s receipt of such Designated Borrower Request and Assumption Agreement and subject to the Administrative Agent’s consent (such consent not to be unreasonably withheld or delayed) to the Applicant Borrower’s designation as a Designated Borrower, the Administrative Agent shall send a notice in substantially the form of Exhibit M I (a “Designated Borrower Notice”) to the Company and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Designated Borrower for purposes hereof, whereupon each of the Lenders shall make Loans agrees to permit such Designated BorrowerBorrower to receive Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Designated Borrower otherwise shall be a Borrower for all purposes of this Agreement. (c) The Obligations of the Company and each Designated Borrower that is a Domestic Subsidiary shall be joint and several in nature. The Obligations of all Foreign Borrowers shall be several in nature and shall be limited to Loans made to, or Letters of Credit issued for, the direct benefit of such Foreign Borrower. (d) Each Subsidiary of the Company that is or becomes a “Designated Borrower” pursuant to this Section 2.14 hereby irrevocably appoints the Company 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 Designated Borrower 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 the Company, whether or not any such other Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to the Company in accordance with the terms of this Agreement shall be deemed to have been delivered to each Designated Borrower. (e) The Company may from time to time, upon not less than 15 Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), terminate a Designated Borrower’s status as such, provided that there are no outstanding Loans payable by such Designated Borrower, or other amounts payable by such Designated Borrower on account of any Loans made to it, as of the effective date of such termination. The Administrative Agent will promptly notify the Lenders of any such termination of a Designated Borrower’s status.

Designated Borrowers. (a) The It is acknowledged and agreed that (i) PAREXEL International Holding B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands, shall continue to be a “Designated Borrower” hereunder as of the Closing Date and may receive Loans for its account on the terms and conditions set forth in this Agreement and (ii) PAREXEL International (IRL) Limited, a single member private company limited by shares incorporated under the laws of Ireland, shall, effective as of the Closing Date, be a “Designated Borrower” hereunder and may receive Loans for its account on the terms and conditions set forth in this Agreement. (b) Subject to the provisions of this Section 2.16(b), the Company may at any time, upon not less than 15 10 Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), designate any one or more additional Subsidiary Subsidiaries of the Company (an “Applicant Borrower”) as a Designated Borrower to receive Loans or other applicable Credit Extensions hereunder by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit L G (a “Designated Borrower Request and Assumption Agreement”); provided that the consent of the designation of a Subsidiary organized under the laws of a jurisdiction other than the United States, Canada, United Kingdom or any other member of the European Union shall require the consent of each Lender funding the applicable Supplemental Tranche. The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the credit facilities provided for herein (A) the Administrative Agent and the Lenders shall have received (i) a fully executed Company Guaranty made by the Company in favor of the Administrative Agent, substantially in the form of Exhibit G-1 and (ii) such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent, but in any event consistent with supporting resolutions, incumbency certificates, opinions of counsel and other documents or information delivered pursuant to Section 4.01 or required pursuant to Section 10.18, in each case, as may be reasonably requested required by the Administrative Agent or the Required Lenders (or, solely to the extent such documents and/or information, as applicable, are being requested in connection with the Act, the Beneficial Ownership Regulation or any other AML Law, any Lender)their reasonable discretion, and Notes signed by such new Borrowers to the extent any Lenders so requirerequire and (B) the Lenders shall have received satisfactory documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act. Promptly Provided that each Lender is permitted under applicable Law to make Loans and other applicable Credit Extensions to such Applicant Borrower in accordance with the terms of this Agreement and the other Loan Documents on the effective date specified below, if the Administrative Agent and the Required Lenders agree that an Applicant Borrower shall be entitled to receive Loans or other applicable Credit Extensions hereunder, then promptly following receipt of all such requested resolutions, incumbency certificates, opinions of counsel and other documents or information, but in no event earlier than 15 Business Days following the Administrative Agent’s receipt of such Designated Borrower Request and Assumption Agreement and subject to the Administrative Agent’s consent (such consent not to be unreasonably withheld or delayed) to the Applicant Borrower’s designation as a Designated Borrower, the Administrative Agent shall send a notice in substantially the form of Exhibit M H (a “Designated Borrower Notice”) to the Company and all the Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Designated Borrower for purposes hereof, whereupon each of the Lenders shall make Loans agrees to permit such Designated BorrowerBorrower to receive Loans or other applicable Credit Extensions hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Designated Borrower otherwise shall be a Borrower for all purposes of this Agreement; provided that (i) no Committed Loan Notice or Letter of Credit Application may be submitted by or on behalf of such Designated Borrower until the date five Business Days after such effective date and (ii) for the avoidance of any doubt, no such Applicant Borrower shall be a Designated Borrower hereunder if any Lender is at such effective date prohibited under applicable Law to make Loans and other applicable Credit Extensions to such Applicant Borrower in accordance with the terms of this Agreement and the other Loan Documents (notwithstanding any agreement by the Administrative Agent and the Required Lenders that such Applicant Borrower shall be entitled to receive Loans hereunder); and provided further, that effective as of the date hereof, the Administrative Agent and the Required Lenders agree that each of the Subsidiaries listed on Schedule 5.12 may become a “Designated Borrower” pursuant hereto (subject to satisfaction of the other conditions set forth in this Section 2.16) without any requirement of further consent from the Required Lenders or the Administrative Agent so long as such Subsidiary is either a Domestic Subsidiary or a Subsidiary organized under the laws of the United Kingdom, Ireland, the Netherlands, or a jurisdiction in which each Lender is, at such effective date, permitted under applicable Law to make Loans and other applicable Credit Extensions to such Subsidiary in accordance with the terms of this Agreement and the other Loan Documents. (c) The Obligations of the Company and each Designated Borrower that is a Domestic Subsidiary shall be joint and several in nature. The Obligations of all Designated Borrowers that are Foreign Subsidiaries shall be several in nature. (d) Each Subsidiary of the Company that is or becomes a “Designated Borrower” pursuant to this Section 2.16 hereby irrevocably appoints the Company 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 Designated Borrower 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 the Company, whether or not any such other Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to the Company in accordance with the terms of this Agreement shall be deemed to have been delivered to each Designated Borrower. (e) The Company may from time to time, upon not less than 10 Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), terminate a Designated Borrower’s status as such, provided that there are no outstanding Loans payable by such Designated Borrower, or other amounts payable by such Designated Borrower on account of any Loans made to it, as of the effective date of such termination. The Administrative Agent will promptly notify the Lenders of any such termination of a Designated Borrower’s status and shall execute such instruments or agreements reasonably requested by the Company evidencing such release.

Designated Borrowers. (a) Effective as of the date hereof BlackRock Group Limited, a company incorporated and organized under the laws of England and Wales, and BlackRock Holdings Deutschland GmbH, a company organized under the laws of Germany, shall eachshall be a “Designated Borrower” hereunder and may receive Loans and have Letters of Credit issued for its account as a Designated Borrower on the terms and conditions set forth in this Agreement. (b) The Company may at any time, upon not less than 15 ten (10) Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion; provided that in no event shall such period be less than (i) three (3) Business Days if an Applicant Borrower is a Domestic Subsidiary or (ii) five (5) Business Days if an Applicant Borrower is a Foreign Subsidiary) notice from the Company to the Administrative Agent (with prompt notice from the Administrative Agent to the Lenders), designate any additional wholly-owned Subsidiary of the Company (an “Applicant Borrower”) as a Designated Borrower to receive Loans and have Letters of Credit issued hereunder by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit L I (a “Designated Borrower Request and Assumption Agreement”); provided that the consent of the designation of a Subsidiary organized under the laws of a jurisdiction other than the United States, Canada, United Kingdom or any other member of the European Union shall require the consent of each Lender funding the applicable Supplemental Tranche. The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the credit facilities provided for herein the Administrative Agent and the Lenders shall have received (i) a fully executed Company Guaranty made by the Company in favor of the Administrative Agent, substantially in the form of Exhibit G-1 and (ii) such supporting resolutions, incumbency certificates, opinions of counsel counsel, and other documents or informationinformation (including documents and information in connection with each Lender’s compliance withunder applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Act), in form, content and scope reasonably satisfactory to the Administrative Agent, but in any event consistent with supporting resolutions, incumbency certificates, opinions of counsel and other documents or information delivered pursuant to Section 4.01 or required pursuant to Section 10.18, in each case, as may be reasonably requested and promptly required by the Administrative Agent or the Required Lenders (or, solely to the extent such documents and/or information, as applicable, are being requested in connection with the Act, the Beneficial Ownership Regulation or any other AML Law, any Lender)their sole discretion, and Notes signed by such new Borrowers Borrower to the extent any Lenders so require. Promptly The Administrative Agent shall, promptly following receipt of all such requested resolutions, incumbency certificates, opinions of counsel and other documents or information, but in no event earlier than 15 Business Days following information to the reasonable satisfaction of the Administrative Agent’s receipt , as well as any consent of such Designated Borrower Request and Assumption Agreement and subject to the Administrative Agent’s consent (such consent not to be unreasonably withheld or delayed) to the Applicant Borrower’s designation as a Designated Borrower, the Administrative Agent shall required by the proviso to this sentence, send a notice in substantially the form of Exhibit M J (a “Designated Borrower Notice”) to the Company and the Lenders specifying the effective date upon which the such Applicant Borrower shall constitute a Designated Borrower for purposes hereof, whereupon each of the Lenders shall make Loans agrees to permit such Designated BorrowerBorrower to request and receive Loans and have Letters of Credit issued hereunder, on the terms and conditions set forth herein, and each of the parties hereto agrees that such Designated Borrower otherwise shall be a Borrower for all purposes of this Agreement; provided that (A) if an Applicant Borrower is a Foreign Subsidiary organized and resident under the laws of a Specified Jurisdiction (other than England and Wales and Germany), then such Applicant Borrower shall not become a Designated Borrower hereunder if any Lender informs the Administrative Agent that any Applicable Law would result in such Lender not being permitted to make Extensions of Credit to such Applicant Borrower and (B) if an Applicant Borrower is not a Domestic Subsidiary or a Foreign Subsidiary organized and resident under the laws of a Specified Jurisdiction, then such Applicant Borrower shall require the consent of the Administrative Agent to become a Designated Borrower hereunder, which such consent shall not be unreasonably withheld or delayed (it being agreed and understood that such consent shall be withheld if any Lender informs the Administrative Agent that any Applicable Law would result in such Lender not being permitted to make Extensions of Credit to such Applicant Borrower). (c) The Obligations of all Foreign Borrowers shall be several in nature. (d) Each Subsidiary of the Company that is or becomes a “Designated Borrower” pursuant to this Section 2.9 hereby irrevocably appoints the Company 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 Designated Borrower hereunder. Any Designated Borrower incorporated in Germany hereby releases the Company from any restrictions on representing several persons and self-dealing under any Applicable Law, and in particular from the restrictions of Section 181 of the German Civil Code (Bürgerliches Gesetzbuch). 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 the Company, whether or not any such other Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to the Company in accordance with the terms of this Agreement shall be deemed to have been delivered to each Designated Borrower. (e) The Company may from time to time, upon not less than three (3) Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), terminate a Designated Borrower’s status as such, provided that there are no outstanding Loans payable by, or Letters of Credit issued for the account of, such Designated Borrower, or other amounts due and payable by such Designated Borrower as of the effective date of such termination; provided further, that the Administrative Agent, the Issuing Lender and the Lenders shall cooperate with any Designated Borrower to amend or replace any Letter of Credit in order to name the Company as the applicant or account party with respect to any Letter of Credit issued for the account of such Designated Borrower. The Administrative Agent will promptly notify the Lenders of any such termination of a Designated Borrower’s status. If at any time a Designated Borrower is not a Material Subsidiary but would otherwise trigger an Event of Default under clause (i) or (j) of Section 11.1 if it were a Material Subsidiary, then such Designated Borrower shall automatically cease to be a Designated Borrower and all commitments thereto shall be terminated.

Designated Borrowers. (a) The Company may at any time, upon (a) not less than 15 60 Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion)) and (b) receipt of the Administrative Agent’s and each Lenders’ prior written consent, designate any additional Subsidiary of the Company (an “Applicant Borrower”) as a Designated Borrower to receive Loans hereunder by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit L C (a “Designated Borrower Request and Assumption Agreement”); provided that the consent of the designation of a Subsidiary organized under the laws of a jurisdiction other than the United States, Canada, United Kingdom or any other member of the European Union shall require the consent of each Lender funding the applicable Supplemental Tranche. The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the credit facilities provided for herein the Administrative Agent and the Lenders shall have received (i) a fully executed Company Guaranty made by the Company in favor of the Administrative Agent, substantially in the form of Exhibit G-1 and (ii) such supporting resolutions, incumbency certificates, Organization Documents (as well as a recent extract from the Dutch trade register (Handelsregister) in respect of a Dutch Designated Borrower), Security Documents, opinions of counsel and other documents or informationinformation (including, without limitation, information with respect to the Patriot Act, Sanctions and Anti-Corruption Laws, and in respect of any relevant Dutch Loan Party, a copy (if required) of a positive advice from its (central) works council (and, if such advice is not unconditional, confirmation from the Company that (i) the conditions set by the works council are and will be complied with and (ii) such compliance does and will not have a Material Adverse Effect)), in form, content and scope reasonably satisfactory to the Administrative Agent, but in any event consistent with supporting resolutions, incumbency certificates, opinions of counsel and other documents or information delivered pursuant to Section 4.01 or required pursuant to Section 10.18, in each case, as may be reasonably requested required by the Administrative Agent or the Required Lenders (or, solely to the extent such documents and/or information, as applicable, are being requested in connection with the Act, the Beneficial Ownership Regulation or any other AML Law, any Lender)its sole discretion, and Notes signed by such new Borrowers to the extent any Lenders so require. Promptly If the Administrative Agent and the Lenders agree that an Applicant Borrower shall be entitled to receive Loans hereunder, then promptly following receipt of all such requested resolutions, incumbency certificates, Security Documents, opinions of counsel and other documents or information, but in no event earlier than 15 Business Days following the Administrative Agent’s receipt of such Designated Borrower Request and Assumption Agreement and subject to the Administrative Agent’s consent (such consent not to be unreasonably withheld or delayed) to the Applicant Borrower’s designation as a Designated Borrower, the Administrative Agent shall send a notice in substantially the form of Exhibit M D (a “Designated Borrower Notice”) to the Company and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Designated Borrower for purposes hereof, whereupon each of the Lenders shall make Loans agrees to permit such Designated BorrowerBorrower to receive Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Designated Borrower otherwise shall be a Borrower for all purposes of this Agreement; provided that no borrowing request may be submitted by or on behalf of such Designated Borrower until the date five Business Days after such effective date. (b) The Obligations of the Company and each Designated Borrower that is a Domestic Subsidiary shall be joint and several in nature. The Obligations of the Dutch Borrower and the German Borrower and all Designated Borrowers that are Foreign Subsidiaries shall be several in nature. (c) Each Subsidiary of the Company that is or becomes a “Designated Borrower” pursuant to this Section 2.25 hereby irrevocably appoints the Company 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 Designated Borrower 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 the Company, whether or not any such other Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to the Company in accordance with the terms of this Agreement shall be deemed to have been delivered to each Designated Borrower. (d) The Company may from time to time, upon not less than 15 Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), terminate a Designated Borrower’s status as such, provided that there are no outstanding Loans payable by such Designated Borrower, or other amounts payable by such Designated Borrower on account of any Loans made to it, as of the effective date of such

Designated Borrowers. (a) Effective as of the date hereof, Jacobs France S.A.S., Xxxx Holdings Limited, Xxxxxx U.K. Holdings Limited, Xxxxxx Engineering U.K. Limited and JacobsGIBB Limited, each a Material Subsidiary of the Company, shall each be a “Designated Borrower” hereunder and may receive Tranche 1 Loans for its account on the terms and conditions set forth in this Agreement; and Jacobs Canada Inc., a Material Subsidiary of the Company, shall be a “Designated Borrower” hereunder and may receive Tranche 2 Loans and Canadian Swing Line Loans for its account on the terms and conditions set forth in this Agreement. The Company may at any time, upon not less than 15 Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), designate any additional Material Subsidiary of the Company (an “Applicant Borrower”) as a Designated Borrower to receive Tranche 1 Loans, or as a Designated Borrower to receive Tranche 2 Loans hereunder and, if specified, Canadian Swing Line Loans hereunder, by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Tranche 1 Lender or Tranche 2 Lender, as applicable) (i) a duly executed notice and agreement in substantially the form of Exhibit L H (a “Designated Borrower Request and Assumption Agreement”), and (ii) if such Subsidiary is a Foreign Designated Borrower, cause such Subsidiary to execute and deliver to the Administrative Agent an accession agreement in the form of Annex 1 to the Foreign Designated Borrower Guaranty, appropriately completed; provided that (A) the consent Foreign Designated Borrower Guaranty to be executed and delivered by any Foreign Designated Borrower may contain such modifications thereto as the Administrative Agent (in consultation with the Canadian Facility Agent in the case of Canadian legal issues) shall deem necessary or appropriate to take into account any legal restrictions of the designation jurisdiction in which such Foreign Designated Borrower is organized, and (B) no Foreign Designated Borrower will be required to execute and deliver the Foreign Designated Borrower Guaranty in the event the Administrative Agent determines in its reasonable discretion and after consultation with the Company (and with the Canadian Facility Agent in the case of a Subsidiary organized under Canadian legal issues) and the laws of a jurisdiction other than the United States, Canada, United Kingdom or any other member concurrence of the European Union shall require the consent Required Lenders that as a result of each Lender funding the applicable Supplemental Trancheany such legal restrictions such execution and delivery is not commercially feasible. The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the credit facilities provided for herein the Administrative Agent Agents and the Lenders shall have received (i) a fully executed Company Guaranty made by the Company in favor of the Administrative Agent, substantially in the form of Exhibit G-1 and (ii) such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent, but in any event consistent with supporting resolutions, incumbency certificates, opinions of counsel and other documents or information delivered pursuant to Section 4.01 or required pursuant to Section 10.18, in each case, as may be reasonably requested required by the Administrative Agent Agents or the Required Lenders (or, solely to the extent such documents and/or information, as applicable, are being requested in connection with the Act, the Beneficial Ownership Regulation or any other AML Law, any Lender)their sole discretion, and Notes signed by such new Borrowers to the extent any Lenders so require. Promptly If the Agents and the Required Tranche 1 Lenders agree, in the case of an Applicant Borrower designated to receive Tranche 1 Loans, or the Agents and the Required Tranche 2 Lenders agree, in the case of an Applicant Borrower designated to receive Tranche 2 Loans, that an Applicant Borrower 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, but in no event earlier than 15 Business Days following the Administrative Agent’s receipt of such Designated Borrower Request and Assumption Agreement and subject to the Administrative Agent’s consent (such consent not to be unreasonably withheld or delayed) to the Applicant Borrower’s designation as a Designated Borrower, the Administrative Agent shall send a notice in substantially the form of Exhibit M I (a “Designated Borrower Notice”) to the Company Company, the Canadian Facility Agent and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Designated Borrower for purposes hereof, whereupon each of the Lenders shall make Loans agrees to permit such Designated BorrowerBorrower to receive Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Designated Borrower otherwise shall be a Borrower for all purposes of this Agreement; provided that no Committed Loan Notice or Letter of Credit Application may be submitted by or on behalf of such Designated Borrower until the date five Business Days after such effective date; provided further, that effective as of the date hereof, the Required Tranche 1 Lenders approve each of the following Material Subsidiaries as a “Designated Borrower” to receive Tranche 1 Loans, subject to satisfaction of the other conditions set forth in this Section 2.14: Xxxxxx Nederland B.V., Xxxxxx Engineering Espana, S.L., Xxxxxx Engineering Inc., Xxxxxx Engineering Singapore Pte. Ltd., Xxxxxx Engineering Ireland Limited, Xxxxxx Xxxxxx S.A.S., and Xxxxxx Switzerland GmbH. (b) Without limiting any rights, powers and remedies of the Administrative Agent on behalf of the L/C Issuers and the Agents and the Lenders under the Guaranties, (i) each of the Company and each Domestic Designated Borrower agrees that it is jointly and severally liable to the Agents, the L/C Issuers and the Lenders for the payment of all Obligations of all other Borrowers, including Foreign Designated Borrowers, and that such liability is independent of the Obligations of the other Borrowers, (ii) each Foreign Designated Borrower agrees that it is jointly and severally liable to the Agents, the L/C Issuers and the Lenders for the payment of all Obligations of all other Foreign Designated Borrowers and that such liability is independent of the Obligations of the Company, the Domestic Designated Borrowers and the other Foreign Designated Borrowers, and (iii) each Agent, L/C Issuer and Lender agrees that no Foreign Designated Borrower is liable to the Agents, the L/C Issuers or the Lenders for the payment of any Obligations of the Company or any Domestic Designated Borrower. (c) Each Subsidiary of the Company that is or becomes a “Designated Borrower” pursuant to this Section 2.14 hereby irrevocably appoints the Company 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 Designated Borrower 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 the Company, whether or not any such other Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to the Company in accordance with the terms of this Agreement shall be deemed to have been delivered to each Designated Borrower. (d) The Company may from time to time, upon not less than 15 Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), terminate a Designated Borrower’s status as such, provided that there are no outstanding Loans payable by such Designated Borrower, or other amounts payable by such Designated Borrower on account of any Loans made to it, as of the effective date of such termination. The Administrative Agent will promptly notify the Canadian Facility Agent and the Lenders of any such termination of a Designated Borrower’s status.

Designated Borrowers. (a) Each of Tetra Tech Canada Holding Corporation, a corporation organized under the laws of Canada, Tetra Tech UK Holdings Limited (formerly known as Cxxxxx UK Limited), a private limited company incorporated in England and Wales under the Companies Act 1985, and Tetra Tech Cxxxxx Pty Ltd (formerly known as Cxxxxx Services Australia Pty Ltd), an Australian proprietary company limited by shares incorporated under the Australian Corporations Act 2001, shall be a “Designated Borrower” hereunder and may receive Revolving Credit Loans for its account on the terms and conditions set forth in this Agreement. (b) The Company may at any time, upon not less than 15 Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), designate any additional wholly-owned Subsidiary of the Company (an “Applicant Borrower”) as a Designated Borrower to receive Revolving Credit Loans hereunder by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit L F (a “Designated Borrower Request and Assumption Agreement”); provided that the consent of the designation of a Subsidiary organized under the laws of a jurisdiction other than the United States, Canada, United Kingdom or any other member of the European Union shall require the consent of each Lender funding the applicable Supplemental Tranche. The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the credit facilities provided for herein Revolving Credit Facility (i) the Administrative Agent and the Lenders each Revolving Credit Lender shall have received (iA) a fully executed Company Guaranty made by the Company in favor of all documentation and other information that the Administrative AgentAgent or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, substantially including the USA PATRIOT Act, and (B) with respect to any Applicant Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in the form of Exhibit G-1 and relation to such Applicant Borrower, (ii) the Administrative Agent and each Revolving Credit Lender shall have received such supporting resolutions, incumbency certificates, opinions of counsel and other documents (including guarantees and Security Instruments as may be required to provide the guarantees and collateral security required by Section 6.13) or information, in form, content and scope reasonably satisfactory to the Administrative Agent, but in any event consistent with supporting resolutions, incumbency certificates, opinions of counsel and other documents or information delivered pursuant to Section 4.01 or required pursuant to Section 10.18, in each case, as may be reasonably requested required by the Administrative Agent or the Required Revolving Credit Lenders (or, solely to the extent such documents and/or information, as applicable, are being requested in connection with the Act, the Beneficial Ownership Regulation or any other AML Law, any Lender)their sole discretion, and (iii) each Revolving Credit Lender shall have received Revolving Credit Notes signed by such new Borrowers to the extent any requested thereby. If the Administrative Agent and the Revolving Credit Lenders so require. Promptly agree that an Applicant Borrower shall be entitled to receive Revolving Credit Loans hereunder, then promptly following receipt of all such requested resolutions, incumbency certificates, opinions of counsel and other documents or information, but in no event earlier than 15 Business Days following the Administrative Agent’s receipt of such Designated Borrower Request and Assumption Agreement and subject to the Administrative Agent’s consent (such consent not to be unreasonably withheld or delayed) to the Applicant Borrower’s designation as a Designated Borrower, the Administrative Agent shall send a notice in substantially the form of Exhibit M G (a “Designated Borrower Notice”) to the Company and the Revolving Credit Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Designated Borrower for purposes hereof, whereupon each of the Revolving Credit Lenders shall make Loans agrees to permit such Designated BorrowerBorrower to receive Revolving Credit Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Designated Borrower otherwise shall be a Borrower for all purposes of this Agreement; provided that no Loan Notice or Letter of Credit Application may be submitted by or on behalf of such Designated Borrower until the date five Business Days after such effective date. (c) The Obligations of the Company and each Designated Borrower that is a Domestic Subsidiary shall be joint and several in nature. The Obligations of all Designated Borrowers that are Foreign Subsidiaries shall be several in nature. (d) Each Subsidiary of the Company that is or becomes a “Designated Borrower” pursuant to this Section 2.14 hereby irrevocably appoints the Company 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 Revolving Credit Loans made by the Lenders, to any such Designated Borrower 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 the Company, whether or not any such other Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to the Company in accordance with the terms of this Agreement shall be deemed to have been delivered to each Designated Borrower. (e) The Company may from time to time, upon not less than 15 Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), terminate a Designated Borrower’s status as such, provided that (x) there are no outstanding Loans payable by such Designated Borrower, or other amounts payable by such Designated Borrower on account of any Loans made to it, as of the effective date of such termination and (y) to the extent there are outstanding Letters of Credit for the account of such Designated Borrower for which the Company is not listed as a co-applicant, the Company shall assume the Obligations with respect to such Letters of Credit as of the effective date of such termination. The Administrative Agent will promptly notify the Revolving Credit Lenders of any such termination of a Designated Borrower’s status.

Designated Borrowers. (a) Effective as of the date hereof each of Discovery Communications Europe, Discovery Networks Asia-Pacific Pte. Ltd., a Singapore company limited by shares, Discovery Corporate Services Limited, a company organized under the laws of England and Wales, and Discovery Luxembourg Holdings 1 S.à x.x., a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B-177720, having its registered office at 0X, xxx Xxxxxx Xxxxxxx, L-2557 Luxembourg, Grand Duchy of Luxembourg and having a share capital of $168,090,234, shall be a “Designated Borrower” hereunder and may receive Loans for its account on the terms and subject to satisfaction of the conditions set forth in this Agreement. (b) The Company may at any time, upon not less than 14 Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), request the designation of any additional wholly-owned Subsidiary of the Company (an “Applicant Borrower”) as a Designated Borrower to receive Loans hereunder by (i) delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit H (a “Designated Borrower Request and Assumption Agreement”) and (ii) promptly following a request by the Administrative Agent or any Lender, providing all documentation and other information that the Administrative Agent or such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Act (such obligations, collectively, the “KYC Obligations”). The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the credit facilities provided for herein (a) the Administrative Agent and the Lenders shall have received such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent, as may be required by the Administrative Agent or the Lenders in their sole discretion (but which in no event shall be significantly more onerous, taken as a whole, to the Company or any of its Subsidiaries than the equivalent documents delivered by the Company or a Designated Borrower in Article IV hereof, except as necessary to comply with the equivalent conditions under the applicable law of the jurisdiction of such Applicant Borrower), and Notes signed by such new Borrowers to the extent any Lenders so require and (b) each Lender shall have complied with its KYC Obligations and be satisfied with the results thereof. In connection with any such approval consideration, the Administrative Agent and the Required Lenders may request of the Company an amendment to the Credit Agreement to the extent necessary or advisable in their determination to comply with, qualify under or avoid registration pursuant to jurisdictional laws and regulations applicable to such Applicant Borrower (as an example, for the avoidance of doubt, amending the Credit Agreement to impose greater borrowing minimums for a specific Designated Borrower). If the Administrative Agent and all the Appropriate Lenders under a Tranche approve the Company’s request and agree that an Applicant Borrower shall become a Designated Borrower and 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 send a notice in substantially the form of Exhibit I (a “Designated Borrower Notice”) to the Company and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Designated Borrower for purposes hereof and under which Tranche or Tranches the Applicant Borrower will be eligible to borrow, whereupon each of the Lenders agrees to permit such Designated Borrower to receive Loans hereunder under the Tranche or Tranches designated in the Designated Borrower Notice, on the terms and conditions set forth herein, and each of the parties agrees that such Designated Borrower otherwise shall be a Borrower for all purposes of this Agreement; provided that no Committed Loan Notice or Letter of Credit Application may be submitted by or on behalf of such Designated Borrower until the date five Business Days after such effective date; provided further that Base Rate Loans may not be made to any Designated Borrower that is a Foreign Subsidiary; provided further that effective as of the date hereof, (x) the Tranche 1 Lenders and Tranche 2 Lenders agree that DNI Global LLP, a company organized under the laws of England and Wales, may become a “Designated Borrower” permitted to borrow under Tranche 1 and Tranche 2, respectively, pursuant hereto (subject to the satisfaction of the other conditions set forth in this Section 2.14) without any requirement of further written consent from the Tranche 1 Lenders and the Tranche 2 Lenders, and (y) the Tranche 1 Lenders agree that Discovery Latin America S.L., a Spanish sociedad de responsabilidad limitada, may become a “Designated Borrower” permitted to borrow under Tranche 1 pursuant hereto (subject to the satisfaction of the other conditions set forth in this Section 2.14) without any requirement of further written consent from the Tranche 1 Lenders. For the avoidance of doubt, no Subsidiary organized under the Laws of Spain or Singapore will be permitted to borrow under Tranche 2. (c) The Obligations of all Designated Borrowers that are Foreign Subsidiaries (i) shall be several in nature, and each such Foreign Subsidiary shall be liable solely for the Obligations directly incurred by it as a Designated Borrower hereunder, and (ii) shall be guaranteed by the Company and the Facility Guarantor. (d) Each Subsidiary of the Company that is or becomes a “Designated Borrower” pursuant to this Section 2.14 hereby irrevocably appoints the Company 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 Designated Borrower 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 the Company, whether or not any such other Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to the Company in accordance with the terms of this Agreement shall be deemed to have been delivered to each Designated Borrower. (e) The Company may from time to time, upon not less than 15 Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), designate terminate a Designated Borrower’s status, provided that there are no outstanding Loans payable by such Designated Borrower, or other amounts payable by such Designated Borrower on account of any additional Subsidiary Loans made to it, as of the effective date of such termination. The Administrative Agent will promptly notify the Lenders of any such termination of a Designated Borrower’s status. (i) If the Company (an “Applicant Borrower”) shall designate a Subsidiary as a Designated Borrower hereunder that is a Foreign Subsidiary, any Lender may, with notice to receive Loans hereunder by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit L (a “Designated Borrower Request and Assumption Agreement”); provided that the consent of the designation of a Subsidiary organized under the laws of a jurisdiction other than the United States, Canada, United Kingdom or any other member of the European Union shall require the consent of each Lender funding the applicable Supplemental Tranche. The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the credit facilities provided for herein the Administrative Agent and the Lenders Company, fulfill its Commitment by causing an Affiliate of such Lender to act as the Lender in respect of such Designated Borrower. Additionally, (x) such Lender’s obligations under this Agreement shall have received remain unchanged, (iy) a fully executed Company Guaranty made by such Lender shall remain solely responsible to the Company in favor other parties hereto for the performance of those obligations, and (z) the Borrowers, the Administrative Agent, substantially the Lenders and the L/C Issuer shall continue to deal solely and directly with such Lender in the form of Exhibit G-1 connection with such Lender’s rights and obligations under this Agreement. (ii) such supporting resolutions, incumbency certificates, opinions of counsel and other documents As soon as practicable after receiving notice from the Company or information, in form, content and scope reasonably satisfactory to the Administrative Agent, but in any event consistent with supporting resolutions, incumbency certificates, opinions of counsel and other documents or information delivered pursuant to Section 4.01 or required pursuant to Section 10.18, in each case, as may be reasonably requested by the Administrative Agent or of the Required Lenders (or, solely Company’s intent to the extent such documents and/or information, as applicable, are being requested in connection with the Act, the Beneficial Ownership Regulation or any other AML Law, any Lender), and Notes signed by such new Borrowers to the extent any Lenders so require. Promptly following receipt of all such requested resolutions, incumbency certificates, opinions of counsel and other documents or information, but in no event earlier than 15 Business Days following the Administrative Agent’s receipt of such Designated Borrower Request and Assumption Agreement and subject to the Administrative Agent’s consent (such consent not to be unreasonably withheld or delayed) to the Applicant Borrower’s designation designate a Subsidiary as a Designated Borrower, and in any event no later than five Business Days after the Administrative Agent shall send delivery of such notice, for a notice Foreign Subsidiary, any Lender under the applicable Tranche or Tranches that may not legally lend to, establish credit for the account of and/or do any business whatsoever with such Designated Borrower directly or through an Affiliate of such Lender as provided in substantially the form of Exhibit M immediately preceding paragraph (a “Designated Borrower NoticeProtesting Lender”) to shall so notify the Company and the Lenders specifying Administrative Agent in writing. With respect to each Protesting Lender, the Company shall, effective on or before the date upon which the Applicant Borrower shall constitute a Designated Borrower for purposes hereof, whereupon each of the Lenders shall make Loans to such Designated Borrower, on the terms and conditions set forth herein, and each of the parties agrees that such Designated Borrower otherwise shall have the right to borrow hereunder, either (A) notify the Administrative 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, from (if such Protesting Lender’s Commitments are assigned) the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company or the relevant Designated Borrower (in the case an assignment, of all other amounts or, if such Commitments are terminated, of such outstanding principal and accrued interest, fees and other amounts), or (B) cancel its request to designate such Subsidiary as a Borrower for all purposes of this Agreement“Designated Borrower” hereunder.

Designated Borrowers. (a) The Company Parent Borrower may at any time, upon not less than 15 Business Daystwenty (20) days’ revocable notice from the Company Parent Borrower to the Administrative Agent (or such shorter period as may be agreed by Lender Parties and the Administrative Agent in its sole discretion)FRBNY, designate any additional SPC that is a Subsidiary of the Company (an “Applicant Borrower”) Holdings as a Designated Borrower to receive Loans hereunder by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each LenderLender Parties and the FRBNY) a duly executed notice and agreement in substantially the form of Exhibit L F (a “Designated Borrower Borrower/Intermediate Lessee Request and Assumption Agreement”); provided that that: (i) such Designated Borrower has been established pursuant to Organizational Documents and Operational Documents in form and substance satisfactory to the consent of Required Persons; (ii) such Designated Borrower shall have executed and delivered to the designation of Required Persons (A) a Subsidiary organized supplement to the Borrower Party Guarantee and the First Lien Guarantee, (B) a Grantor Supplement, (C) where such Designated Borrower is incorporated under the laws of a jurisdiction other than Ireland, an Irish Mortgage in respect of each Aircraft owned by such Designated Borrower and (D) such certificates, opinions and documents (including UCC Financing Statements, charge documents and registrations and recordings with the United StatesFAA (if applicable) and the International Registry) as the Required Persons may reasonably request to grant to the Security Trustees, Canada, United Kingdom or any other member for the benefit of the European Union Secured Parties (as defined in the Mortgage), a perfected security interest in, and Lien on, all of the Designated Borrower’s assets (it being understood and agreed that, with respect to each Aircraft Asset, only the Express Perfection Requirements shall require be required to be satisfied); (iii) if such Designated Borrower shall have established a Collection Account in its own name, the consent Security Trustee shall, subject to the Mortgage, have control of each such Collection Account pursuant to a Deposit Account Control Agreement; (iv) such Designated Borrower shall have instructed any applicable Lessee to make Collections payments in respect of any applicable Lease by wire transfer directly to a Collection Account; (v) Holdings shall have delivered to the Lender funding the applicable Supplemental Tranche. The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the credit facilities provided for herein the Administrative Agent and the Lenders Security Trustees a Collateral Supplement and, if applicable, an Additional Charge Over Shares sufficient to grant the Security Trustees, for the benefit of the Secured Parties (as defined in the Mortgage), a security interest in, and Lien on, all of the Equity Interests of such Designated Borrower; (vi) the Required Persons shall have received (i) a fully executed Company Guaranty made by the Company in favor of the Administrative Agent, substantially in the form of Exhibit G-1 and (ii) with respect to such Designated Borrower such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent, but in any event consistent with supporting resolutions, incumbency certificates, opinions of counsel and other documents or information delivered pursuant to Section 4.01 or required pursuant to Section 10.18, in each caseRequired Persons, as may be reasonably requested required by the Administrative Agent or the Required Lenders Persons in their sole discretion; (or, solely to the extent such documents and/or information, as applicable, are being requested in connection with the Act, the Beneficial Ownership Regulation or any other AML Law, any Lender), and Notes signed by such new Borrowers to the extent any Lenders so require. Promptly following receipt of all such requested resolutions, incumbency certificates, opinions of counsel and other documents or information, but in no event earlier than 15 Business Days following the Administrative Agent’s receipt of vii) where such Designated Borrower Request is incorporated under the laws of Ireland, within 21 days following the execution of the Security Documents referred to at (ii), (iii) and Assumption (v) above, such Designated Borrower shall cause each such Security Document, or the particulars thereof, to be filed with the Irish Companies Registration Office and the Irish Revenue Commissioners and in each case shall provide evidence of such filings reasonably satisfactory to the Required Persons; and (viii) the Required Persons shall have received evidence in a form and substance satisfactory to them that the requirements of Section 60 of the Companies Xxx 0000 (as amended) of Ireland and the analogous provisions of any other relevant jurisdiction in relation to financial assistance, have been complied with in full by such Designated Borrower. Notwithstanding anything in this Agreement and to the contrary but subject to Section 5.02(b) and Section 5.02(c), each Borrower Party shall be entitled at any time to change its legal form, jurisdiction of organization or jurisdiction of Tax residence, provided that it satisfies the Administrative Agent’s consent (such consent not to be unreasonably withheld or delayed) to requirements set forth in the Applicant Borrower’s designation proviso in the preceding sentence in the same manner as if it were a Designated Borrower, the Administrative Agent shall send a notice in substantially the form of Exhibit M (a “Designated Borrower Notice”) to the Company and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Designated Borrower for purposes hereof, whereupon each of the Lenders shall make Loans to such Designated Borrower, on the terms and conditions set forth herein, and each of the parties agrees that such Designated Borrower otherwise shall be a Borrower for all purposes of this Agreement.

Designated Borrowers. (a) Effective as of the Second Amendment Effective Date (i) URS International Holdings (UK) Limited, a company organized under the laws of England and Wales, (ii) URS Asia Pacific Pty Ltd, a corporation incorporated in Australia under ACN 102 335 928, (iii) URS Australia Pty Ltd, a corporation incorporated in Australia under ACN 000 691 690, (iv) URS Canadian Operations Ltd., a corporation incorporated under the laws of Canada, (v) URS Luxembourg LLP, a company organized under the laws of England and Wales, (vi) Flint Energy Services Ltd., a corporation incorporated under the laws of Alberta, Canada, (vii) URS Infrastructure & Environment UK Limited, a company organized under the laws of England and Wales and (viii) URS Corporation Group Limited, a company organized under the laws of England and Wales, shall each be a “Designated Borrower” hereunder and may receive Revolving Credit Loans for its account on the terms and conditions set forth in this Agreement. (b) The Company may at any time, upon not less than 15 Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), designate any additional Subsidiary of the Company (an “Applicant Borrower”) as a Designated Borrower to receive Revolving Credit Loans hereunder by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit L H (a “Designated Borrower Request and Assumption Agreement”); provided that the consent of the designation of a Subsidiary organized under the laws of a jurisdiction other than the United States, Canada, United Kingdom or any other member of the European Union shall require the consent of each Lender funding the applicable Supplemental Tranche. The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the credit facilities provided for herein herein, (i) the Administrative Agent and the Lenders shall have received approved such request to designate such Applicant Borrower as a Designated Borrower (isuch approval not to be unreasonably withheld or delayed) a fully executed Company Guaranty made by the Company in favor of the Administrative Agent, substantially in the form of Exhibit G-1 and (ii) if such Applicant Borrower is a Foreign Subsidiary, such Applicant Borrower shall have satisfied at least one of the following conditions: (A) it is designated as a Designated Borrower on or prior to the Second Amendment Effective Date pursuant to clause (a) above, (B) it is formed and does business in a jurisdiction that is an Approved Jurisdiction at such time or (C) it is approved by each Revolving Credit Lender (such approvals not to be unreasonably withheld or delayed). In addition, prior to an Applicant Borrower becoming entitled to utilize the credit facilities provided for herein, the Administrative Agent shall have received such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form, content and scope substantially similar to those provided on the Closing Date with respect to the Designated Borrowers or otherwise reasonably satisfactory to the Administrative Agent, but in any event consistent with supporting resolutions, incumbency certificates, opinions of counsel and other documents or information delivered pursuant to Section 4.01 or required pursuant to Section 10.18, in each case, as may be reasonably requested by the Administrative Agent or the Required Lenders (or, solely to the extent such documents and/or information, as applicable, are being requested in connection with the Act, the Beneficial Ownership Regulation or any other AML Law, any Lender)its reasonable discretion, and Notes signed by such new Borrowers to the extent any Revolving Credit Lender so requires. If the Administrative Agent and, if applicable, the Revolving Credit Lenders so require. Promptly agree that an Applicant Borrower shall be entitled to receive Revolving Credit Loans hereunder, then promptly following receipt of all such requested resolutions, incumbency certificates, opinions of counsel and other documents or information, but in no event earlier than 15 Business Days following the Administrative Agent’s receipt of such Designated Borrower Request and Assumption Agreement and subject to the Administrative Agent’s consent subsection (such consent not to be unreasonably withheld or delayedc) to the Applicant Borrower’s designation as a Designated Borrowerbelow, the Administrative Agent shall send a notice in substantially the form of Exhibit M I (a “Designated Borrower Notice”) to the Company and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Designated Borrower for purposes hereof, whereupon each of the Revolving Credit Lenders shall make Loans agrees to permit such Designated BorrowerBorrower to receive Revolving Credit Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Designated Borrower otherwise shall be a Borrower for all purposes of this Agreement. (c) Notwithstanding anything in this Agreement to the contrary, with respect to any Applicant Borrower formed in a jurisdiction outside the United States in which no Designated Borrower has previously been approved, (i) the Company and each Revolving Credit Lender hereby irrevocably authorizes the Administrative Agent to engage local counsel in such jurisdiction (such counsel to be selected in consultation with the Company), and (ii) each Lender hereby irrevocably authorizes the Administrative Agent to enter into amendments or modifications to this Agreement or any of the other Loan Documents, or to enter into additional Loan Documents, in each case as the Administrative Agent reasonably deems necessary or appropriate in order to add such Applicant Borrowers as Designated Borrowers, such documents to be entered into by the Administrative Agent and the relevant Loan Parties without any other Lender being a party thereto so long as the provisions thereof are not, in the reasonable judgment of the Administrative Agent, adverse to any material interests of the Lenders. (d) The Obligations of all Domestic Borrowers shall be joint and several in nature. The Obligations of all Foreign Borrowers shall be joint and several in nature among them (subject, in each case, to any limits, if any, that would require limitations on the liability of any Foreign Borrower pursuant to applicable local Laws), but in no event shall any Foreign Subsidiary have any obligation with respect to Obligations of any Domestic Borrower or any Subsidiary Guarantor. (e) Each Subsidiary of the Company that is or becomes a “Designated Borrower” pursuant to this Section 2.14 hereby irrevocably appoints the Company 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 Revolving Credit Loans made by the Revolving Credit Lenders to any such Designated Borrower 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 the Company, whether or not any such other Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to the Company in accordance with the terms of this Agreement shall be deemed to have been delivered to each Designated Borrower. (f) The Company may from time to time, upon not less than 15 Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), terminate a Designated Borrower’s status as such, provided that there are no outstanding Revolving Credit Loans payable by such Designated Borrower (other than as a result of such Designated Borrower having joint and several liability, if any, with any other Designated Borrower) or other amounts payable by such Designated Borrower on account of any Revolving Credit Loans made to it, as of the effective date of such termination. The Administrative Agent will promptly notify the Lenders of any such termination of a Designated Borrower’s status. (g) Notwithstanding anything to the contrary in this Section 2.14, no Foreign Subsidiary shall be permitted to be joined as a Designated Borrower hereunder to the extent that either the Administrative Agent or the Company reasonably determines that joining such Foreign Subsidiary as a Designated Borrower would violate any Law applicable to such Foreign Subsidiary, the Administrative Agent or the Lenders (including, without limitation, any applicable Laws regarding financial assistance).

Designated Borrowers. (a) Effective as of the date hereof (i) URS International Holdings (UK) Limited, a company organized under the laws of England and Wales, (ii) URS Global Luxembourg Sarl, a private limited liability company (société à responsabilité limitée) incorporated under the laws of Luxembourg, having its registered office at 0, Xxx Xxxxxxxxx Xxxxxxxxx, L-2522 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Register of Commerce and Companies under number B148173 with a share capital of USD 198.020.000, (iii) URS Asia Pacific Pty Ltd, a corporation incorporated in Australia under ACN 102 335 928 and URS Australia Pty Ltd, a corporation incorporated in Australia under ACN 000 691 690, and (iv) URS Canadian Operations Ltd., a corporation incorporated under the laws of Canada shall each be a “Designated Borrower” hereunder and may receive Revolving Credit Loans for its account on the terms and conditions set forth in this Agreement. (b) The Company may at any time, upon not less than 15 Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), designate any additional Subsidiary of the Company (an “Applicant Borrower”) as a Designated Borrower to receive Revolving Credit Loans hereunder by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit L H (a “Designated Borrower Request and Assumption Agreement”); provided that the consent of the designation of a Subsidiary organized under the laws of a jurisdiction other than the United States, Canada, United Kingdom or any other member of the European Union shall require the consent of each Lender funding the applicable Supplemental Tranche. The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the credit facilities provided for herein herein, (i) the Administrative Agent and the Lenders shall have received approved such request to designate such Applicant Borrower as a Designated Borrower (isuch approval not to be unreasonably withheld or delayed) a fully executed Company Guaranty made by the Company in favor of the Administrative Agent, substantially in the form of Exhibit G-1 and (ii) if such Applicant Borrower is a Foreign Subsidiary, such Applicant Borrower shall have satisfied at least one of the following conditions: (A) it is designated as a Designated Borrower on the Closing Date pursuant to clause (a) above, (B) it is formed and does business in a jurisdiction that is an Approved Jurisdiction at such time or (C) it is approved by each Revolving Credit Lender (such approvals not to be unreasonably withheld or delayed). In addition, prior to an Applicant Borrower becoming entitled to utilize the credit facilities provided for herein, the Administrative Agent shall have received such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form, content and scope substantially similar to those provided on the Closing Date with respect to the Designated Borrowers or otherwise reasonably satisfactory to the Administrative Agent, but in any event consistent with supporting resolutions, incumbency certificates, opinions of counsel and other documents or information delivered pursuant to Section 4.01 or required pursuant to Section 10.18, in each case, as may be reasonably requested by the Administrative Agent or the Required Lenders (or, solely to the extent such documents and/or information, as applicable, are being requested in connection with the Act, the Beneficial Ownership Regulation or any other AML Law, any Lender)its reasonable discretion, and Notes signed by such new Borrowers to the extent any Revolving Credit Lender so requires. If the Administrative Agent and, if applicable, the Revolving Credit Lenders so require. Promptly agree that an Applicant Borrower shall be entitled to receive Revolving Credit Loans hereunder, then promptly following receipt of all such requested resolutions, incumbency certificates, opinions of counsel and other documents or information, but in no event earlier than 15 Business Days following the Administrative Agent’s receipt of such Designated Borrower Request and Assumption Agreement and subject to the Administrative Agent’s consent subsection (such consent not to be unreasonably withheld or delayedc) to the Applicant Borrower’s designation as a Designated Borrowerbelow, the Administrative Agent shall send a notice in substantially the form of Exhibit M I (a “Designated Borrower Notice”) to the Company and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Designated Borrower for purposes hereof, whereupon each of the Revolving Credit Lenders shall make Loans agrees to permit such Designated BorrowerBorrower to receive Revolving Credit Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Designated Borrower otherwise shall be a Borrower for all purposes of this Agreement. (c) Notwithstanding anything in this Agreement to the contrary, with respect to any Applicant Borrower formed in a jurisdiction outside the United States in which no Designated Borrower has previously been approved, (i) the Company and each Revolving Credit Lender hereby irrevocably authorizes the Administrative Agent to engage local counsel in such jurisdiction (such counsel to be selected in consultation with the Company), and (ii) each Lender hereby irrevocably authorizes the Administrative Agent to enter into amendments or modifications to this Agreement or any of the other Loan Documents, or to enter into additional Loan Documents, in each case as the Administrative Agent reasonably deems necessary or appropriate in order to add such Applicant Borrowers as Designated Borrowers, such documents to be entered into by the Administrative Agent and the relevant Loan Parties without any other Lender being a party thereto so long as the provisions thereof are not, in the reasonable judgment of the Administrative Agent, adverse to any material interests of the Lenders. (d) The Obligations of all Domestic Borrowers shall be joint and several in nature. The Obligations of all Foreign Borrowers shall be joint and several in nature among them (subject, in each case, to any limits, if any, that would require limitations on the liability of any Foreign Borrower pursuant to applicable local Laws), but in no event shall any Foreign Subsidiary have any obligation with respect to Obligations of any Domestic Borrower or any Subsidiary Guarantor. (e) Each Subsidiary of the Company that is or becomes a “Designated Borrower” pursuant to this Section 2.14 hereby irrevocably appoints the Company 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 Revolving Credit Loans made by the Revolving Credit Lenders to any such Designated Borrower 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 the Company, whether or not any such other Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to the Company in accordance with the terms of this Agreement shall be deemed to have been delivered to each Designated Borrower. (f) The Company may from time to time, upon not less than 15 Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), terminate a Designated Borrower’s status as such, provided that there are no outstanding Revolving Credit Loans payable by such Designated Borrower (other than as a result of such Designated Borrower having joint and several liability, if any, with any other Designated Borrower) or other amounts payable by such Designated Borrower on account of any Revolving Credit Loans made to it, as of the effective date of such termination. The Administrative Agent will promptly notify the Lenders of any such termination of a Designated Borrower’s status. (g) Notwithstanding anything to the contrary in this Section 2.14, no Foreign Subsidiary shall be permitted to be joined as a Designated Borrower hereunder to the extent that either the Administrative Agent or the Company reasonably determines that joining such Foreign Subsidiary as a Designated Borrower would violate any Law applicable to such Foreign Subsidiary, the Administrative Agent or the Lenders (including, without limitation, any applicable Laws regarding financial assistance).

Designated Borrowers. (a) Effective as of the date hereof, (i) Xxxxxxx-Xxxxxx Controls, Inc., a Delaware corporation, (ii) Metal Improvement Company, LLC, a Delaware limited liability company, (iii) Xxxxxxx-Xxxxxx Flow Control Corporation, a New York corporation, (iv) Xxxxxxx-Xxxxxx Flow Control Service LLC, a Delaware limited liability company, (v) Xxxxxxx-Xxxxxx Electro-Mechanical Corporation, a Delaware corporation, and (vi) Xxxxxxx-Xxxxxx Surface Technologies LLC, a Delaware limited liability company, shall each be a “Designated Borrower” hereunder and may receive Loans for its account on the terms and conditions set forth in this Agreement. (b) The Company may at any time, upon not less than 15 fifteen (15) Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), designate any additional Material Subsidiary of the Company (an “Applicant Borrower”) as a Designated Borrower to receive Loans hereunder by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit L H (a “Designated Borrower Request and Assumption Agreement”); provided that the consent of the designation of a Subsidiary organized under the laws of a jurisdiction other than the United States, Canada, United Kingdom or any other member of the European Union shall require the consent of each Lender funding the applicable Supplemental Tranche. The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the credit facilities provided for herein the Administrative Agent and the Lenders shall have received (i) a fully executed Company Guaranty made by the Company in favor of the Administrative Agent, substantially in the form of Exhibit G-1 and (ii) such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent, but in any event consistent with supporting resolutions, incumbency certificates, opinions of counsel and other documents or information delivered pursuant to Section 4.01 or required pursuant to Section 10.18, in each case, as may be reasonably requested required by the Administrative Agent or the Required Lenders (or, solely to the extent such documents and/or information, as applicable, are being requested in connection with the Act, the Beneficial Ownership Regulation or any other AML Law, any Lender)their sole discretion, and Notes signed by such new Borrowers to the extent any Lenders so require. Promptly If the Administrative Agent and the Required Lenders agree that an Applicant Borrower 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, but in no event earlier than 15 Business Days following the Administrative Agent’s receipt of such Designated Borrower Request and Assumption Agreement and subject to the Administrative Agent’s consent (such consent not to be unreasonably withheld or delayed) to the Applicant Borrower’s designation as a Designated Borrower, the Administrative Agent shall send a notice in substantially the form of Exhibit M I (a “Designated Borrower Notice”) to the Company and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Designated Borrower for purposes hereof, whereupon each of the Lenders shall make Loans agrees to permit such Designated BorrowerBorrower to receive Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Designated Borrower otherwise shall be a Borrower for all purposes of this Agreement. (c) The Obligations of the Company and each Designated Borrower that is a Domestic Subsidiary shall be joint and several in nature. (d) Each Subsidiary of the Company that is or becomes a “Designated Borrower” pursuant to this Section 2.14 hereby irrevocably appoints the Company 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 Designated Borrower 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 the Company, whether or not any such other Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to the Company in accordance with the terms of this Agreement shall be deemed to have been delivered to each Designated Borrower. (e) The Company may from time to time, upon not less than fifteen (15) Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), terminate a Designated Borrower’s status as such, provided that there are no outstanding Loans payable by such Designated Borrower, or other amounts payable by such Designated Borrower on account of any Loans made to it, as of the effective date of such termination. The Administrative Agent will promptly notify the Lenders of any such termination of a Designated Borrower’s status. (f) Notwithstanding anything to the contrary contained in this Section 2.14, no Subsidiary of the Company shall become a “Designated Borrower” unless and until each Lender has determined, after its review of all materials and information it has reasonably requested, that such Lender can extend credit to such Designated Borrower under all Laws applicable to such Lender, including, without limitation, so called “know your customer” Laws.

Designated Borrowers. (a) Effective as of the date hereof each of Xxxxxx Engineering Singapore Pte Ltd, Xxxxxx UK Holdings Limited, Xxxxxx Engineering U.K. Limited, Xxxxxx Industrial Services U.K. Limited, JEG Acquisition Company Limited, Jacobs Canada Inc., Jacobs Australia Pty Limited, Xxxxxx E&C Australia Pty Ltd and Jacobs Nederland shall be a “Designated Borrower” hereunder and may receive Loans for its account on the terms and conditions set forth in this Agreement. (b) The Company may at any time, upon not less than 15 Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), designate any additional Material Subsidiary of the Company (an “Applicant Borrower”) as a Designated Borrower to receive Loans hereunder by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit L J (a “Designated Borrower Request and Assumption Agreement”); provided that the consent of the designation of a Subsidiary organized under the laws of a jurisdiction other than the United States, Canada, United Kingdom or any other member of the European Union shall require the consent of each Lender funding the applicable Supplemental Tranche. The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the credit facilities provided for herein the Administrative Agent and the Lenders shall have received (i) a fully executed Company Guaranty made by the Company in favor of the Administrative Agent, substantially in the form of Exhibit G-1 and (ii) such supporting resolutions, incumbency certificatescertificates (to the extent such concept exists under applicable Law), opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent, but in any event consistent with supporting resolutions, incumbency certificates, opinions of counsel and other documents or information delivered pursuant to Section 4.01 or required pursuant to Section 10.18, in each case, as may be reasonably requested required by the Administrative Agent or the Required Lenders (or, solely to the extent such documents and/or information, as applicable, are being requested in connection with the Act, the Beneficial Ownership Regulation or any other AML Law, any Lender)their sole discretion, and Notes signed by such new Borrowers to the extent any Lenders so require, subject to Section 2.11(a). Promptly If the Administrative Agent and the Required Lenders agree that an Applicant Borrower shall be entitled to receive Loans hereunder, then promptly following receipt of all such requested resolutions, incumbency certificatescertificates (to the extent such concept exists under applicable Law), opinions of counsel and other documents or information, but in no event earlier than 15 Business Days following the Administrative Agent’s receipt of such Designated Borrower Request and Assumption Agreement and subject to the Administrative Agent’s consent (such consent not to be unreasonably withheld or delayed) to the Applicant Borrower’s designation as a Designated Borrower, the Administrative Agent shall send a notice in substantially the form of Exhibit M K (a “Designated Borrower Notice”) to the Company and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Designated Borrower for purposes hereof, whereupon each of the Lenders shall make Loans agrees to permit such Designated BorrowerBorrower to receive Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Designated Borrower otherwise shall be a Borrower for all purposes of this Agreement; provided that no Committed Loan Notice or Letter of Credit Application may be submitted by or on behalf of such Designated Borrower until the date five Business Days after such effective date; and provided further, that effective as of the date hereof, the Required Lenders agree that each of the following Subsidiaries may become a “Designated Borrower” pursuant hereto (subject to satisfaction of the other conditions set forth in this Section 2.14) without any requirement of further written consent from the Required Lenders: Xxxxxx Engineering España, S.L. and Jacobs France S.A.S, provided that Jacobs France S.A.S. shall not be a “Designated Borrower” for purposes of Tranche 3 and may not receive Tranche 3 Loans hereunder. Notwithstanding the foregoing, no such approval of an additional Designated Borrower as to any Tranche shall be effective (i) if any Lender in such Tranche cannot legally lend to, establish credit for the account of and/or do any business whatsoever with such Designated Borrower, or (ii) if the Lenders in such Tranche have not complied with all necessary “know your customer” or other similar identification verifications or information checks under all applicable Laws. (c) Without limiting any rights, powers and remedies of the Administrative Agent on behalf of the L/C Issuers and the Administrative Agent and the Lenders under the Company Guaranty, (i) each of the Company and each Designated Borrower that is a Domestic Subsidiary agrees that it is jointly and severally liable to the Administrative Agent, the L/C Issuers and the Lenders for the payment of all Obligations of all other Borrowers, including Designated Borrowers that are Foreign Subsidiaries, and that such liability is independent of the Obligations of the other Borrowers, and (ii) the Administrative Agent, each L/C Issuer and each Lender agrees that no Foreign Subsidiary is liable to the Administrative Agent, the L/C Issuers or the Lenders for the payment of any Obligations of the Company or any Designated Borrower that is a Domestic Subsidiary. Notwithstanding the preceding sentence or any other provision to the contrary in this Agreement, an Excluded Subsidiary shall not be liable for any obligations of the Company, a Domestic Subsidiary, or a Foreign Subsidiary that is a Disregarded Entity and is owned by a Domestic Subsidiary (provided, however, that any such Excluded Subsidiary shall be liable for its own Obligations). Each Designated Borrower agrees that its joint and several liability as set forth above shall not be impaired or affected by any modification, supplement, extension or amendment of any contract or agreement to which the parties thereto may hereafter agree, nor by any delay, extension of time, renewal, compromise or other indulgence granted by the Administrative Agent, the L/C Issuers or the Lenders with respect to any of the Obligations, nor by any other agreements or arrangements whatever with any other Designated Borrower or any other Person, each Designated Borrower hereby waiving all notice of any such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each Designated Borrower hereunder is direct and unconditional as to all of the Obligations hereunder for which it is jointly and severally liable, and may be enforced without requiring the Administrative Agent, the L/C Issuers or the Lenders first to resort to any other right, remedy or security; and no Designated Borrower shall have any right of subrogation, reimbursement or indemnity whatsoever, nor any right of recourse to any security for any of the Obligations, unless and until all of such Obligations have been paid in full. (d) Each Subsidiary of the Company that is or becomes a “Designated Borrower” pursuant to this Section 2.14 hereby irrevocably appoints the Company 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 Designated Borrower 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 the Company, whether or not any such other Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to the Company in accordance with the terms of this Agreement shall be deemed to have been delivered to each Designated Borrower. (e) The Company may from time to time, upon not less than 15 Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), terminate a Designated Borrower’s status as such, provided that there are no outstanding Loans payable by such Designated Borrower, or other amounts payable by such Designated Borrower on account of any Loans made to it, as of the effective date of such termination. The Administrative Agent will promptly notify the Lenders of any such termination of a Designated Borrower’s status.

Designated Borrowers. (a) Effective as of the date hereof, each of Quaker Chemical Corporation, a Delaware corporation, Epmar Corporation, Quaker Chemical B.V., and Quaker Chemical Europe B.V. shall be a “Designated Borrower” hereunder and may receive Loans for its account on the terms and conditions set forth in this Agreement. For the avoidance of doubt, each of Quaker Chemical B.V. and Quaker Chemical Europe B.V. shall be liable only for the Obligations under the Committed Loans either made to it by the Lenders or advanced to it by the Company from proceeds of Advances to the Company, in each case, remaining outstanding, and shall not be jointly and severally liable for the Obligations of the Borrowers for any Committed Loans. (b) The Company may at any time, upon not less than 15 Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), designate any additional Subsidiary of the Company (an “Applicant Borrower”) as a Designated Borrower to receive Loans hereunder by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit L H (a “Designated Borrower Request and Assumption Agreement”); provided that the consent of the designation of a Subsidiary organized under the laws of a jurisdiction other than the United States, Canada, United Kingdom or any other member of the European Union shall require the consent of each Lender funding the applicable Supplemental Tranche. The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the credit facilities provided for herein the Administrative Agent and the Lenders shall have received (i) a fully executed Company Guaranty made by the Company in favor of the Administrative Agent, substantially in the form of Exhibit G-1 and (ii) such supporting resolutions, incumbency certificates, opinions of counsel counsel, financial information and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent, but in any event consistent with supporting resolutions, incumbency certificates, opinions of counsel and other documents or information delivered pursuant to Section 4.01 or required pursuant to Section 10.18, in each case, as may be reasonably requested required by the Administrative Agent or the Required Lenders (or, solely to the extent such documents and/or information, as applicable, are being requested in connection with the Act, the Beneficial Ownership Regulation or any other AML Law, any Lender)their sole discretion, and Notes signed by such new Borrowers to the extent any Lenders so require. Promptly If the Administrative Agent and the Lenders agree that an Applicant Borrower 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, but in no event earlier than 15 Business Days following the Administrative Agent’s receipt of such Designated Borrower Request and Assumption Agreement and subject to the Administrative Agent’s consent (such consent not to be unreasonably withheld or delayed) to the Applicant Borrower’s designation as a Designated Borrower, the Administrative Agent shall send a notice in substantially the form of Exhibit M I (a “Designated Borrower Notice”) to the Company and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Designated Borrower for purposes hereof, whereupon each of the Lenders shall make Loans agrees to permit such Designated BorrowerBorrower to receive Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Designated Borrower otherwise shall be a Borrower for all purposes of this Agreement; provided that no Committed Loan Notice or Letter of Credit Application may be submitted by or on behalf of such Designated Borrower until the date five Business Days after such effective date. (c) The Obligations of the Company and each Designated Borrower that is a Domestic Subsidiary shall be joint and several in nature. The Obligations of all Designated Borrowers that are Foreign Subsidiaries shall be several in nature in the same manner as are Quaker Chemical B.V. and Quaker Chemical Europe B.V. as provided in clause (a) above. (d) Each Subsidiary of the Company that is or becomes a “Designated Borrower” pursuant to this Section 2.14 hereby irrevocably appoints the Company 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 Designated Borrower 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 the Company, whether or not any such other Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to the Company in accordance with the terms of this Agreement shall be deemed to have been delivered to each Designated Borrower.

Designated Borrowers. (a) The Company Effective as of the Fifth Amendment Effective Date, each of WFS Europe and WFS Singapore shall be a “Designated Borrower” hereunder and may continue to receive Loans for its respective account on the terms and conditions set forth in this Agreement. (b) WFS may at any time, upon not less than 15 Business Days’ notice from time request the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), designate designation of any additional Restricted Subsidiary of the Company WFS (an “Applicant Borrower”) as a Designated Borrower to receive Loans under a particular Facility or Facilities hereunder by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each LenderAppropriate Lender under such Facility or Facilities) a duly executed notice and agreement in substantially the form of Exhibit L K (a “Designated Borrower Request and Assumption Agreement”); provided that the consent of the designation of a Subsidiary organized under the laws of a jurisdiction other than the United States, Canada, United Kingdom or any other member of the European Union shall require the consent of each Lender funding the applicable Supplemental Tranche. The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize any Facility hereunder, the credit facilities provided for herein following conditions precedent shall have been met (collectively, the “Designated Borrower Conditions”): (i) the Administrative Agent and the Appropriate Lenders shall have received (i) a fully executed Company Guaranty made by the Company in favor of the Administrative Agent, substantially in the form of Exhibit G-1 and (ii) such supporting resolutions, incumbency certificates, opinions of counsel and other documents or informationinformation (including but not limited to information necessary for compliance with applicable “know your customer”, the Beneficial Ownership Regulation and anti-money-laundering rules and regulations), in form, content and scope reasonably satisfactory to the Administrative Agent, but in any event consistent with supporting resolutions, incumbency certificates, opinions of counsel and other documents or information delivered pursuant to Section 4.01 or required pursuant to Section 10.18, in each case, as may be reasonably requested required by the Administrative Agent or the Required Appropriate Lenders (orin their sole discretion, solely to the extent such documents and/or information, as applicable, are being requested in connection with the Act, the Beneficial Ownership Regulation or any other AML Law, any Lender)which shall be exercised promptly, and Notes signed by such new Borrowers to the extent any Lenders Appropriate Lender so require. Promptly following requests within 10 Business Days of its receipt of all such requested resolutions, incumbency certificates, opinions of counsel and other documents or information, but in no event earlier than 15 Business Days following the Administrative Agent’s receipt of such applicable Designated Borrower Request and Assumption Agreement and subject to from the Administrative Agent’s consent , (such consent ii) no Appropriate Lender shall have notified the Administrative Agent within 15 Business Days of its receipt of the applicable Designated Borrower Request and Assumption Agreement from the Administrative Agent that it is not permitted by Law or any other organizational policy to be unreasonably withheld or delayed) make Loans to the Applicant Borrower’s designation as Borrower and (iii) for any Applicant Borrower with a jurisdiction of domicile that is a jurisdiction different from each other Designated Borrower, the satisfaction of such other rules and procedures, and the effectiveness of such amendments to this Agreement, as the Administrative Agent, in its discretion, which shall be exercised promptly, deems reasonably necessary for the addition of such Applicant Borrower, which amendments may be effected without the consent of any other Lender, pursuant to, and in a manner consistent with, this Agreement. Promptly following satisfaction of each of the Designated Borrower Conditions, the Administrative Agent shall send a notice in substantially the form of Exhibit M L (a “Designated Borrower Notice”) to the Company WFS and the Appropriate Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Designated Borrower for purposes of a particular Facility or Facilities hereof, whereupon each of the Appropriate Lenders shall make Loans agrees to permit such Designated BorrowerBorrower to receive Loans under such designated Facility or Facilities, on the terms and conditions set forth herein, and each of the parties agrees that such Designated Borrower otherwise shall be a Borrower for all purposes of this Agreement; provided that no Committed Loan Notice, Letter of Credit Application or Banker’s Acceptance Request may be submitted by or on behalf of such Designated Borrower until the date five Business Days after such effective date. (c) WFS may from time to time, upon not less than 15 Business Days’ notice from WFS to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), terminate a Designated Borrower’s status as such, provided that there are no outstanding Loans payable by such Designated Borrower, or other amounts payable by such Designated Borrower on account of any Loans made to it, as of the effective date of such termination. The Administrative Agent will promptly notify the Appropriate Lenders of any such termination of a Designated Borrower’s status. Any entity whose status as a Designated Borrower is terminated shall execute a Guaranty Joinder Agreement to be effective simultaneously with such termination.

Designated Borrowers. (a) Effective as of the Amendment No. 2 Effective Date, each of Tetra Tech Canada Holding Corporation, a corporation organized under the laws of Canada, Tetra Tech UK Holdings Limited (formerly known as Xxxxxx UK Limited), a private limited company incorporated in England and Wales under the Companies Xxx 0000, and Tetra Tech Xxxxxx Pty Ltd (formerly known as Xxxxxx Services Australia Pty Ltd), an Australian proprietary company limited by (b) The Company may at any time, upon not less than 15 Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), designate any additional wholly-owned Subsidiary of the Company (an “Applicant Borrower”) as a Designated Borrower to receive Revolving Credit Loans hereunder by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit L F (a “Designated Borrower Request and Assumption Agreement”); provided that the consent of the designation of a Subsidiary organized under the laws of a jurisdiction other than the United States, Canada, United Kingdom or any other member of the European Union shall require the consent of each Lender funding the applicable Supplemental Tranche. The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the credit facilities provided for herein Revolving Credit Facility (i) the Administrative Agent and the Lenders each Revolving Credit Lender shall have received (iA) a fully executed Company Guaranty made by the Company in favor of all documentation and other information that the Administrative AgentAgent or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, substantially including the USA PATRIOT Act, and (B) with respect to any Applicant Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in the form of Exhibit G-1 and relation to such Applicant Borrower, (ii) the Administrative Agent and each Revolving Credit Lender shall have received such supporting resolutions, incumbency certificates, opinions of counsel and other documents (including guarantees and Security Instruments as may be required to provide the guarantees and collateral security required by Section 6.13) or information, in form, content and scope reasonably satisfactory to the Administrative Agent, but in any event consistent with supporting resolutions, incumbency certificates, opinions of counsel and other documents or information delivered pursuant to Section 4.01 or required pursuant to Section 10.18, in each case, as may be reasonably requested required by the Administrative Agent or the Required Revolving Credit Lenders (or, solely to the extent such documents and/or information, as applicable, are being requested in connection with the Act, the Beneficial Ownership Regulation or any other AML Law, any Lender)their sole discretion, and (iii) each Revolving Credit Lender shall have received Revolving Credit Notes signed by such new Borrowers to the extent any requested thereby. If the Administrative Agent and the Revolving Credit Lenders so require. Promptly agree that an Applicant Borrower shall be entitled to receive Revolving Credit Loans hereunder, then promptly following receipt of all such requested resolutions, incumbency certificates, opinions of counsel and other documents or information, but in no event earlier than 15 Business Days following the Administrative Agent’s receipt of such Designated Borrower Request and Assumption Agreement and subject to the Administrative Agent’s consent (such consent not to be unreasonably withheld or delayed) to the Applicant Borrower’s designation as a Designated Borrower, the Administrative Agent shall send a notice in substantially the form of Exhibit M G (a “Designated Borrower Notice”) to the Company and the Revolving Credit Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Designated Borrower for purposes hereof, whereupon each of the Revolving Credit Lenders shall make Loans agrees to permit such Designated BorrowerBorrower to receive Revolving Credit Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Designated Borrower otherwise shall be a Borrower for all purposes of this Agreement; provided that no Loan Notice or Letter of Credit Application may be submitted by or on behalf of such Designated Borrower until the date five Business Days after such effective date. (c) The Obligations of the Company and each Designated Borrower that is a Domestic Subsidiary shall be joint and several in nature. The Obligations of all Designated Borrowers that are Foreign Subsidiaries shall be several in nature. (d) Each Subsidiary of the Company that is or becomes a “Designated Borrower” pursuant to this Section 2.14 hereby irrevocably appoints the Company 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 Revolving Credit Loans made by the Lenders, to any such Designated Borrower 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 the Company, whether or not any such other Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to the Company in accordance with the terms of this Agreement shall be deemed to have been delivered to each Designated Borrower. (e) The Company may from time to time, upon not less than 15 Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), terminate a Designated Borrower’s status as such, provided that (x) there are no outstanding Loans payable by such Designated Borrower, or other amounts payable by such Designated Borrower on account of any Loans made to it, as of the effective date of such termination and

Designated Borrowers. (a) The Company may at any time, upon (a) not less than 15 60 Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion)) and (b) receipt of the Administrative Agent’s and each Lenders’ prior written consent, designate any additional Subsidiary of the Company (an “Applicant Borrower”) as a Designated Borrower to receive Loans hereunder by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit L C (a “Designated Borrower Request and Assumption Agreement”); provided that the consent of the designation of a Subsidiary organized under the laws of a jurisdiction other than the United States, Canada, United Kingdom or any other member of the European Union shall require the consent of each Lender funding the applicable Supplemental Tranche. The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the credit facilities provided for herein the Administrative Agent and the Lenders shall have received (i) a fully executed Company Guaranty made by the Company in favor of the Administrative Agent, substantially in the form of Exhibit G-1 and (ii) such supporting resolutions, incumbency certificates, Organization Documents (as well as a recent extract from the Dutch trade register (Handelsregister) in respect of a Dutch Designated Borrower), Security Documents, opinions of counsel and other documents or informationinformation (including, without limitation, information with respect to the Patriot Act, Sanctions and Anti-Corruption Laws, and in respect of any relevant Dutch Loan Party, a copy (if required) of a positive advice from its (central) works council (and, if such advice is not unconditional, confirmation from the Company that (i) the conditions set by the works council are and will be complied with and (ii) such compliance does and will not have a Material Adverse Effect)), in form, content and scope reasonably satisfactory to the Administrative Agent, but in any event consistent with supporting resolutions, incumbency certificates, opinions of counsel and other documents or information delivered pursuant to Section 4.01 or required pursuant to Section 10.18, in each case, as may be reasonably requested required by the Administrative Agent or the Required Lenders (or, solely to the extent such documents and/or information, as applicable, are being requested in connection with the Act, the Beneficial Ownership Regulation or any other AML Law, any Lender)its sole discretion, and Notes signed by such new Borrowers to the extent any Lenders so require. Promptly If the Administrative Agent and the Lenders agree that an Applicant Borrower shall be entitled to receive Loans hereunder, then promptly following receipt of all such requested resolutions, incumbency certificates, Security Documents, opinions of counsel and other documents or information, but in no event earlier than 15 Business Days following the Administrative Agent’s receipt of such Designated Borrower Request and Assumption Agreement and subject to the Administrative Agent’s consent (such consent not to be unreasonably withheld or delayed) to the Applicant Borrower’s designation as a Designated Borrower, the Administrative Agent shall send a notice in substantially the form of Exhibit M D (a “Designated Borrower Notice”) to the Company and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Designated Borrower for purposes hereof, whereupon each of the Lenders shall make Loans agrees to permit such Designated BorrowerBorrower to receive Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Designated Borrower otherwise shall be a Borrower for all purposes of this Agreement; provided that no borrowing request may be submitted by or on behalf of such Designated Borrower until the date five Business Days after such effective date. (b) The Obligations of the Company and each Designated Borrower that is a Domestic Subsidiary shall be joint and several in nature. The Obligations of the Dutch Borrower and the German Borrower and all Designated Borrowers that are Foreign Subsidiaries shall be several in nature. (c) Each Subsidiary of the Company that is or becomes a “Designated Borrower” pursuant to this Section 2.25 hereby irrevocably appoints the Company 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 Designated Borrower 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 the Company, whether or not any such other Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to the Company in accordance with the terms of this Agreement shall be deemed to have been delivered to each Designated Borrower. (d) The Company may from time to time, upon not less than 15 Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), terminate a Designated Borrower’s status as such, provided that there are no outstanding Loans payable by such Designated Borrower, or other amounts payable by such Designated Borrower on account of any Loans made to it, as of the effective date of such termination. The Administrative Agent will promptly notify the Lenders of any such termination of a Designated Borrower’s status. (e) Notwithstanding the above, any Lender that may not legally lend to, establish credit for the account of and/or do any business whatsoever with such Designated Borrower shall notify the Company and the Administrative Agent in writing that such Lender will not provide any Loans to such Designated Borrower.

Designated Borrowers. (a) Effective as of the Amendment No. 2 Effective Date, each of Tetra Tech Canada Holding Corporation, a corporation organized under the laws of Canada, Tetra Tech UK Holdings Limited (formerly known as Cxxxxx UK Limited), a private limited company incorporated in England and Wales under the Companies Axx 0000, and Tetra Tech Cxxxxx Pty Ltd (formerly known as Cxxxxx Services Australia Pty Ltd), an Australian proprietary company limited by shares incorporated under the Axxxxxxxxx Xxxxxxxxxxxx Xxx 0000, shall be a “Designated Borrower” hereunder and may receive Revolving Credit Loans for its account on the terms and conditions set forth in this Agreement. (b) The Company may at any time, upon not less than 15 Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), designate any additional wholly-owned Subsidiary of the Company (an “Applicant Borrower”) as a Designated Borrower to receive Revolving Credit Loans hereunder by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit L F (a “Designated Borrower Request and Assumption Agreement”); provided that the consent of the designation of a Subsidiary organized under the laws of a jurisdiction other than the United States, Canada, United Kingdom or any other member of the European Union shall require the consent of each Lender funding the applicable Supplemental Tranche. The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the credit facilities provided for herein Revolving Credit Facility (i) the Administrative Agent and the Lenders each Revolving Credit Lender shall have received (iA) a fully executed Company Guaranty made by the Company in favor of all documentation and other information that the Administrative AgentAgent or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, substantially including the USA PATRIOT Act, and (B) with respect to any Applicant Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in the form of Exhibit G-1 and relation to such Applicant Borrower, (ii) the Administrative Agent and each Revolving Credit Lender shall have received such supporting resolutions, incumbency certificates, opinions of counsel and other documents (including guarantees and Security Instruments as may be required to provide the guarantees and collateral security required by Section 6.13) or information, in form, content and scope reasonably satisfactory to the Administrative Agent, but in any event consistent with supporting resolutions, incumbency certificates, opinions of counsel and other documents or information delivered pursuant to Section 4.01 or required pursuant to Section 10.18, in each case, as may be reasonably requested required by the Administrative Agent or the Required Revolving Credit Lenders (or, solely to the extent such documents and/or information, as applicable, are being requested in connection with the Act, the Beneficial Ownership Regulation or any other AML Law, any Lender)their sole discretion, and (iii) each Revolving Credit Lender shall have received Revolving Credit Notes signed by such new Borrowers to the extent any requested thereby. If the Administrative Agent and the Revolving Credit Lenders so require. Promptly agree that an Applicant Borrower shall be entitled to receive Revolving Credit Loans hereunder, then promptly following receipt of all such requested resolutions, incumbency certificates, opinions of counsel and other documents or information, but in no event earlier than 15 Business Days following the Administrative Agent’s receipt of such Designated Borrower Request and Assumption Agreement and subject to the Administrative Agent’s consent (such consent not to be unreasonably withheld or delayed) to the Applicant Borrower’s designation as a Designated Borrower, the Administrative Agent shall send a notice in substantially the form of Exhibit M G (a “Designated Borrower Notice”) to the Company and the Revolving Credit Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Designated Borrower for purposes hereof, whereupon each of the Revolving Credit Lenders shall make Loans agrees to permit such Designated BorrowerBorrower to receive Revolving Credit Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Designated Borrower otherwise shall be a Borrower for all purposes of this Agreement; provided that no Loan Notice or Letter of Credit Application may be submitted by or on behalf of such Designated Borrower until the date five Business Days after such effective date. (c) The Obligations of the Company and each Designated Borrower that is a Domestic Subsidiary shall be joint and several in nature. The Obligations of all Designated Borrowers that are Foreign Subsidiaries shall be several in nature. (d) Each Subsidiary of the Company that is or becomes a “Designated Borrower” pursuant to this Section 2.14 hereby irrevocably appoints the Company 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 Revolving Credit Loans made by the Lenders, to any such Designated Borrower 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 the Company, whether or not any such other Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to the Company in accordance with the terms of this Agreement shall be deemed to have been delivered to each Designated Borrower. (e) The Company may from time to time, upon not less than 15 Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), terminate a Designated Borrower’s status as such, provided that (x) there are no outstanding Loans payable by such Designated Borrower, or other amounts payable by such Designated Borrower on account of any Loans made to it, as of the effective date of such termination and (y) to the extent there are outstanding Letters of Credit for the account of such Designated Borrower for which the Company is not listed as a co-applicant, the Company shall assume the Obligations with respect to such Letters of Credit as of the effective date of such termination. The Administrative Agent will promptly notify the Revolving Credit Lenders of any such termination of a Designated Borrower’s status.

Designated Borrowers. (a) Effective as of the date hereof, each of the Company, Discovery Communications Europe Limited, a limited liability company organized under the laws of England and Wales with registered number 05039068, Discovery Corporate Services Limited, a limited liability company organized under the laws of England and Wales with registered number 08597513 and Discovery Communications Benelux B.V., a company organized under the laws of the Netherlands, shall be a “Designated Borrower” hereunder and may receive Loans for its account on the terms and subject to satisfaction of the conditions set forth in this Agreement. (c) The Obligations of all Designated Borrowers that are Foreign Subsidiaries (i) shall be several in nature, and each such Foreign Subsidiary shall be liable solely for the Obligations directly incurred by it as a Designated Borrower hereunder, and (ii) shall be guaranteed by the Company and the Facility Guarantor. (d) Each Subsidiary of the Company that is or becomes a “Designated Borrower” pursuant to this Section 2.14 hereby irrevocably appoints the Company 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, (i) 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 Designated Borrower 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 the Company, whether or not any such (e) The Company may at any from time to time, upon not less than 15 Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), designate terminate a Designated Borrower’s status, provided that there are no outstanding Loans payable by such Designated Borrower, or other amounts payable by such Designated Borrower on account of any additional Subsidiary Loans made to it, as of the effective date of such termination. The Administrative Agent will promptly notify the Lenders of any such termination of a Designated Borrower’s status. (i) If the Company (an “Applicant Borrower”) shall designate a Subsidiary as a Designated Borrower hereunder that is a Foreign Subsidiary, any Lender may, with notice to receive Loans hereunder by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit L (a “Designated Borrower Request and Assumption Agreement”); provided that the consent of the designation of a Subsidiary organized under the laws of a jurisdiction other than the United States, Canada, United Kingdom or any other member of the European Union shall require the consent of each Lender funding the applicable Supplemental Tranche. The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the credit facilities provided for herein the Administrative Agent and the Lenders Company, fulfill its Commitment by causing an Affiliate of such Lender to act as the Lender in respect of such Designated Borrower. Additionally, (x) such Lender’s obligations under this Agreement shall have received remain unchanged, (iy) a fully executed Company Guaranty made by such Lender shall remain solely responsible to the Company in favor other parties hereto for the performance of those obligations, and (z) the Borrowers, the Administrative Agent, substantially the Lenders and the L/C Issuers shall continue to deal solely and directly with such Lender in the form of Exhibit G-1 connection with such Xxxxxx’s rights and obligations under this Agreement. (ii) such supporting resolutions, incumbency certificates, opinions of counsel and other documents As soon as practicable after receiving notice from the Company or information, in form, content and scope reasonably satisfactory to the Administrative Agent, but in any event consistent with supporting resolutions, incumbency certificates, opinions of counsel and other documents or information delivered pursuant to Section 4.01 or required pursuant to Section 10.18, in each case, as may be reasonably requested by the Administrative Agent or of the Required Lenders (or, solely Company’s intent to the extent such documents and/or information, as applicable, are being requested in connection with the Act, the Beneficial Ownership Regulation or any other AML Law, any Lender), and Notes signed by such new Borrowers to the extent any Lenders so require. Promptly following receipt of all such requested resolutions, incumbency certificates, opinions of counsel and other documents or information, but in no event earlier than 15 Business Days following the Administrative Agent’s receipt of such Designated Borrower Request and Assumption Agreement and subject to the Administrative Agent’s consent (such consent not to be unreasonably withheld or delayed) to the Applicant Borrower’s designation designate a Subsidiary as a Designated Borrower, and in any event no later than five Business Days after the Administrative Agent shall send delivery of such notice, for a notice Foreign Subsidiary, any Lender that may not legally lend to, establish credit for the account of and/or do any business whatsoever with such Designated Borrower directly or through an Affiliate of such Lender as provided in substantially the form of Exhibit M immediately preceding paragraph (a “Designated Borrower NoticeProtesting Lender”) to shall so notify the Company and the Lenders specifying Administrative Agent in writing. With respect to each Protesting Lender, the Company shall, effective on or before the date upon which the Applicant Borrower shall constitute a Designated Borrower for purposes hereof, whereupon each of the Lenders shall make Loans to such Designated Borrower, on the terms and conditions set forth herein, and each of the parties agrees that such Designated Borrower otherwise shall have the right to borrow hereunder, either (A) notify the Administrative 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, from (if such Protesting Lender’s Commitments are assigned) the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company or the relevant Designated Borrower (in the case an assignment, of all other amounts or, if such Commitments are terminated, of such outstanding principal and accrued interest, fees and other amounts), or (B) cancel its request to designate such Subsidiary as a Borrower for all purposes of this Agreement“Designated Borrower” hereunder.

Designated Borrowers. (a) The Company may at any time, upon not less than 15 ten (10) Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), request to designate any additional Material Subsidiary or Eligible Foreign Subsidiary of the Company (an “Applicant Borrower”) as a Designated Borrower to receive Loans hereunder by (x) on the Closing Date, countersigning this Agreement or (y) after the Closing Date, delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit L O (a “Designated Borrower Request and Assumption Agreement”); provided provided, that, for the avoidance of doubt, it is understood and agreed that the consent Foreign Subsidiaries signatory hereto on the Closing Date and identified thereon as “Designated Borrowers” have each been designated as a Designated Borrower on and as of the designation of a Subsidiary organized under the laws of a jurisdiction other than the United States, Canada, United Kingdom or any other member of the European Union shall require the consent of each Lender funding the applicable Supplemental TrancheClosing Date. The parties hereto acknowledge and agree that prior to any Applicant Borrower (other than with respect to the Designated Borrowers signatory hereto on the Closing Date, which shall instead be governed by Section 4.01) becoming entitled to utilize the credit facilities provided for herein (i) the Administrative Agent and the Lenders shall have received (i) a fully executed Company Guaranty made by the Company that are to provide Commitments and/or Loans in favor of the Administrative Agent, substantially in the form of Exhibit G-1 an Applicant Borrower must each agree to such Applicant Borrower becoming a Designated Borrower and (ii) the Administrative Agent and such Lenders shall have received such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent, but in any event consistent with supporting resolutions, incumbency certificates, opinions of counsel and other documents or information delivered pursuant to Section 4.01 or required pursuant to Section 10.18, in each case, as may be reasonably requested required by the Administrative Agent or the Required Lenders (or, solely to the extent such documents and/or information, as applicable, are being requested in connection with the Act, the Beneficial Ownership Regulation or any other AML Law, any Lender)Agent, and Notes signed by such new Borrowers to the extent any Lenders Lender so require. Promptly following receipt of all such requested resolutionsrequires (the requirements in clauses (i) and (ii) hereof, incumbency certificates, opinions of counsel and other documents or information, but in no event earlier than 15 Business Days following the Administrative Agent’s receipt of such “Designated Borrower Request and Assumption Agreement and subject to Requirements”). If the Administrative Agent’s consent (such consent not to be unreasonably withheld or delayed) to the Applicant Borrower’s designation as a Designated BorrowerBorrower Requirements are met, the Administrative Agent shall send a notice in substantially the form of Exhibit M P (a “Designated Borrower Notice”) to the Company and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Designated Borrower for purposes hereof, whereupon each of the Lenders shall make Loans agrees to permit such Designated BorrowerBorrower to receive Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Designated Borrower otherwise shall be a Borrower for all purposes of this Agreement; provided that no Loan Notice or Letter of Credit Application may be submitted by or on behalf of such Designated Borrower until the date five (5) Business Days after such effective date.

Designated Borrowers. (a) Effective as of the date hereof Xxxxxxx Xxxxxxx and Valmont Singapore shall each be a “Designated Borrower” hereunder and may receive Loans for its account on the terms and conditions set forth in this Agreement following receipt of all supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, each in form, content and scope reasonably satisfactory to the Administrative Agent, as may be required by the Administrative Agent or the Required Lenders in reasonable discretion, and receipt of Notes signed by any Designated Borrower to the extent any Lenders so require. (b) The Company may at any time, upon not less than 15 Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole reasonable discretion), designate any additional Subsidiary of the Company (an “Applicant Borrower”) as a Designated Borrower to receive Loans hereunder by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit L F (a “Designated Borrower Request and Assumption Agreement”); provided that the consent of the designation of a Subsidiary organized under the laws of a jurisdiction other than the United States, Canada, United Kingdom or any other member of the European Union shall require the consent of each Lender funding the applicable Supplemental Tranche. The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the credit facilities provided for herein the Administrative Agent and the Lenders shall have received (i) in the case of any Applicant Borrower that is a fully Foreign Subsidiary, an executed Company Guaranty made by the Company in favor of the Administrative AgentGuaranty, substantially in the form of Exhibit G-1 and (ii) in the case of all Applicant Borrowers, such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, each in form, content and scope reasonably satisfactory to the Administrative Agent, but in any event consistent with supporting resolutions, incumbency certificates, opinions of counsel and other documents or information delivered pursuant to Section 4.01 or required pursuant to Section 10.18, in each case, as may be reasonably requested required by the Administrative Agent or the Required Lenders (or, solely to the extent such documents and/or information, as applicable, are being requested in connection with the Act, the Beneficial Ownership Regulation or any other AML Law, any Lender)reasonable discretion, and Notes signed by such new Borrowers to the extent any Lenders so require. Promptly following receipt of all such requested resolutions, incumbency certificates, opinions of counsel and other documents or information, but in no event earlier than 15 Business Days following the Administrative Agent’s receipt of such Designated Borrower Request and Assumption Agreement and subject to the Administrative Agent’s consent (such consent not to be unreasonably withheld or delayed) to the Applicant Borrower’s designation as a Designated Borrower, the Administrative Agent shall send a notice in substantially the form of Exhibit M (a “Designated Borrower Notice”) to the Company and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Designated Borrower for purposes hereof, whereupon each of the Lenders shall make Loans to such Designated Borrower, on the terms and conditions set forth herein, and each of the parties agrees that such Designated Borrower otherwise shall be a Borrower for all purposes of this Agreement.so