Common use of Designation of Additional Borrowers Clause in Contracts

Designation of Additional Borrowers. Other funds for which the Advisor acts as the investment advisor or manager, may, in the absence of a Potential Event of Default or Event of Default, and with the prior written consent of the Lender, become parties to this Agreement in addition to those Borrowers then parties hereto, and be deemed Borrowers for all purposes of this Agreement (each, an “Additional Borrower”), by executing an instrument substantially in the form of Exhibit D hereto (“Designation of Borrower”) with such changes therein as may be approved by the Lender (each, a “Joinder Agreement”), which shall be accompanied by the documents and instruments required to be delivered by the Borrowers pursuant to Section 6.1, including, without limitation, an opinion of foreign counsel for a Foreign Borrower in form and substance reasonably acceptable to the Lender, together with an acceptance fee of $10,000 for each Additional Borrower; provided that, the acceptance fee shall be $5,000 for the first Additional Borrower approved by the Lender. Each Joinder Agreement shall become effective upon the execution and delivery of such Joinder Agreement by such proposed new Borrower and the Lender and the delivery to the Lender of the documents and instruments required by the preceding sentence. Not later than 30 days after receiving all of the information with respect to the Additional Borrower as may be reasonably requested by the Lender, the Lender shall notify the Advisor whether or not the Lender will be providing its consent to add such Additional Borrower as a party hereto; provided, that if the Lender does not provide such notice by such date, the Lender shall be deemed to have declined its consent to the Additional Borrower becoming a party hereto.

Designation of Additional Borrowers. Other funds (a) The Borrower may from time to time designate one or more Additional Borrowers organized in a Qualified Jurisdiction for which the Advisor acts as the investment advisor or manager, may, in the absence of a Potential Event of Default or Event of Default, and with the prior written consent of the Lender, become parties to this Agreement in addition to those Borrowers then parties hereto, and be deemed Borrowers for all purposes of this Agreement by delivering to the Administrative Agent: (each, i) written notice (including via email) of election to become an Additional Borrower (an “Additional Borrower”), by executing an instrument substantially in the form of Exhibit D hereto (“Designation of BorrowerElection to Participate”) duly executed on behalf of such Restricted Subsidiary and the Borrower at least five Business Days prior to the proposed effectiveness of such election, (ii) all documentation and other information with respect to such changes therein Subsidiary as reasonably requested by the Administrative Agent or any Lender under the Credit Facility made to such Additional Borrower through the Administrative Agent required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, no later than three Business Days prior to the date of such notice (or such later date as may be approved agreed by the Lender Administrative Agent); (each, iii) a Beneficial Ownership Certification for any Additional Borrower that qualifies as a “Joinder Agreement”legal entity customer” under the Beneficial Ownership Regulation; (iv) solely to the extent such Additional Borrower is not already a Credit Party, (A) all documents, updated schedules, instruments, certificates and agreements, and all other actions and information, then required by or in respect of such Additional Borrower by Section 9.11 or by the Security Documents (without giving effect to any grace periods for delivery of such items, the updating of such information or the taking of such actions), which shall be accompanied (B) a customary legal opinion if reasonably requested by the Administrative Agent and (C) a customary secretary’s certificate attaching such equivalent documents and instruments required to be as were delivered by the Borrowers Borrower on the Closing Date; (v) documentation reasonably satisfactory to the Administrative Agent pursuant to Section 6.1which (i) each then-existing Guarantor unconditionally guarantees the Borrowings of the Additional Borrower on terms substantially consistent with the Guarantors’ Guarantee of the Borrower’s obligations hereunder and (ii) solely to the extent such Additional Borrower is not already a Guarantor, includingeach Additional Borrower unconditionally guarantees the Borrowings of each then-existing Borrower on terms substantially consistent with the Guarantors’ Guarantee of the Borrower’s obligations hereunder; (vi) a certificate of an Authorized Officer of the Borrower stating that, without limitationas of the date the Additional Borrower joins this Agreement as such, no Event of Default has occurred and is continuing; (vii) promissory notes in respect of such Additional Borrower in favor of any Lender requesting such promissory notes, in form and substance consistent with the Notes set forth in Exhibit I-1 and Exhibit I-2 (modified to reflect such Additional Borrower); and (viii) a customary joinder agreement whereby the Additional Borrower becomes party hereto as an opinion of foreign counsel for Additional Borrower and appoints the Borrower as a Foreign “Borrower Agent” hereunder and under the other Credit Documents, in form and substance reasonably acceptable satisfactory to the LenderAdministrative Agent. (b) After such deliveries, together with the appointment of the Additional Borrower shall be effective upon the effectiveness of an acceptance fee amendment to this Agreement and any applicable Credit Document necessary (in the reasonable judgment of $10,000 for each the Administrative Agent and the Borrower) to give effect to the appointment of such Additional Borrower, including amendments to disambiguate certain uses of the word “Borrower” and related terms hereunder and the designation of the Borrower for notices and other administrative purposes hereunder; provided that, the acceptance fee shall be $5,000 for the first avoidance of doubt, the Administrative Agent shall not have any right to consent to the designation of any Additional Borrower approved by and shall not be required to approve the Lenderaddition of such Additional Borrower to the extent the requirements of Section 2.17(a) have been met. Each Joinder Agreement shall become effective upon In addition, any Additional Borrower of Incremental Loans may be designated as such concurrently with the execution and delivery of the Incremental Amendment evidencing such Joinder Agreement Incremental Loans, so long as the documentation required under Sections 2.17(a)(ii) – (v) and (viii) above will either be evidenced by such proposed new Borrower and provisions set forth in the Lender and the delivery to the Lender of the documents and instruments required by the preceding sentence. Not later than 30 days after receiving all of the information with respect to the Additional Borrower as may be reasonably requested by the Lender, the Lender shall notify the Advisor whether Incremental Amendment or not the Lender will be providing its consent to add such Additional Borrower as a party hereto; provided, that if the Lender does not provide such notice by such date, the Lender shall be deemed to have declined its consent to the Additional Borrower becoming a party heretodelivered in connection therewith.

Designation of Additional Borrowers. Other funds for which The Borrower Representative may designate, by written notification thereof to the Advisor acts as Administrative Agent, any Restricted Subsidiary formed or acquired after the investment advisor or manager, may, in the absence of a Potential Event of Default or Event of Default, and with the prior written consent of the Lender, become parties to this Agreement in addition to those Borrowers then parties hereto, and be deemed Borrowers for all purposes date of this Agreement or any existing Loan Guarantor (each, an “Additional Borrower”), other than any Subsidiary organized under the laws of England and Wales unless and until the UK Borrowing Base Activation Period shall have commenced in accordance with the definition thereof) as a Borrower hereunder and such Subsidiary shall become a Borrower hereunder upon: (a) execution and delivery by executing an instrument substantially in such Restricted Subsidiary of each of the form of Exhibit D hereto (“Designation of Borrower”) with such changes therein as may be approved by the Lender (each, a “Joinder Agreement”)following, which shall be accompanied by the documents and instruments required to be delivered by the Borrowers pursuant to Section 6.1, including, without limitation, an opinion of foreign counsel for a Foreign Borrower in form and substance reasonably acceptable satisfactory to the LenderAdministrative Agent: (A) if the applicable Restricted Subsidiary is a Loan Guarantor immediately prior to such designation, together a Borrower Assumption Agreement in substantially the form of Exhibit D-2 (it being understood and agreed that changes thereto may be necessary in connection with an acceptance fee the designation of $10,000 for each Additional a UK Borrower); provided thator (B) if the applicable Restricted Subsidiary is not a Loan Guarantor immediately prior to such designation, a Joinder Agreement pursuant to which the acceptance fee Restricted Subsidiary agrees to become both a Borrower and a Loan Guarantor; (ii) a certificate of such Subsidiary, executed by such Subsidiary’s Secretary or Assistant Secretary or other comparable officer, which shall be $5,000 for certify the first Additional resolutions of its board of directors, board of managers, members or other governing body authorizing the execution, delivery and performance of the Borrower approved Assumption Agreement or Joinder Agreement referred to in clause (a)(i) above and the performance of its obligations under the Loan Documents as a Borrower; (iii) legal opinions and other documents consistent with those delivered by the Lender. Each Joinder Agreement shall become effective upon existing Borrowers on the execution and delivery of such Joinder Agreement Effective Date, to the extent requested by such proposed new Borrower the Administrative Agent; (b) the Administrative Agent and the Lender Lenders receipt of all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the delivery to beneficial ownership regulations (31 CFR §1010.230), for such Subsidiary; and (c) the Administrative Agent shall have received confirmation from each Regulated Lender of the documents and instruments required by the preceding sentence. Not later than 30 days after receiving all of the information Entity that it has completed its compliance procedures with respect to all applicable “know your customer” and anti-money laundering rules and regulations, including the Additional Borrower as may USA PATRIOT Act and the beneficial ownership regulations (31 CFR §1010.230), for such Subsidiary (such confirmation not to be reasonably requested unreasonably withheld, conditioned or delayed, and shall be delivered promptly upon such completion by the Lender, the applicable Regulated Lender shall notify the Advisor whether or not the Lender will be providing its consent to add such Additional Borrower as a party hereto; provided, that if the Lender does not provide such notice by such date, the Lender shall be deemed to have declined its consent to the Additional Borrower becoming a party heretoEntity).

Designation of Additional Borrowers. Other funds for which The Borrowers’ Agent may request that one or more additional Domestic Subsidiaries be designated as Borrowers, provided that, the Advisor acts addition of any other Domestic Subsidiary as the investment advisor or manager, may, in the absence of a Potential Event of Default or Event of Default, and with Borrower shall require the prior written consent of each Lender and the Lender, become parties Administrative Agent (each such Domestic Subsidiary consented to this Agreement in addition to those Borrowers then parties hereto, by the Lenders and be deemed Borrowers for all purposes of this Agreement (eachthe Administrative Agent as a Borrower hereunder, an “Additional Borrower”); provided further that, the addition of any other Domestic Subsidiary as a Borrower is subject to the Borrowers’ satisfaction of Section 3.2(aa) and (bb) with respect to such Domestic Subsidiary (with the reference in such clause to the Restatement Effective Date being in reference to the effective date of such Domestic Subsidiary becoming an Additional Borrower and the reference in such clause to each Borrower and each Guarantor being a reference to such Domestic Subsidiary). In the event any such additional Domestic Subsidiary is requested to be an Additional Borrower and is approved as such by executing the Administrative Agent and the Lenders, the Borrowers’ Agent shall cause such Subsidiary to execute and deliver to the Administrative Agent an instrument substantially Additional Borrower Supplement in the form of Exhibit D hereto G‑1 or such other form reasonably acceptable to the Administrative Agent and the Borrowers (herein, an “Designation of BorrowerAdditional Borrower Supplement”) with pursuant to which such changes therein as may Domestic Subsidiary elects to become an Additional Borrower entitled to the benefits of, and be approved bound by the Lender (eachobligations of, a “Joinder Agreement”)Borrower with respect to the Canadian Revolving Credit and the U.S. Revolving Credit, which Additional Borrower Supplement shall be accompanied by (each of the documents and instruments required following to be delivered by the Borrowers pursuant to Section 6.1duly completed and executed, including, without limitation, an opinion of foreign counsel for a Foreign Borrower and in form and substance reasonably acceptable to the Administrative Agent): (i) written supplements to the Collateral Documents pursuant to which such Additional Borrower becomes a party thereto granting the Administrative Agent a Lien on its Property called for hereby, (ii) to the extent requested by any Lender, together new Notes in compliance with an acceptance fee the provisions of $10,000 for each Additional Borrower; provided thatSection 2.11(d), (iii) resolutions of the acceptance fee shall be $5,000 for the first Board of Directors (or similar governing body) of such Additional Borrower approved by authorizing the Lender. Each Joinder Agreement shall become effective upon execution, delivery, and performance of its obligations under the execution Loan Documents to which it is becoming a party to, (iv) good standing certificates (or their equivalent) from the jurisdiction in which Additional Borrower is organized and delivery each jurisdiction in which it is qualified to do business as a foreign organization, and (v) an opinion of such Joinder Agreement by such proposed new Borrower and the Lender and the delivery to the Lender of the documents and instruments required by the preceding sentence. Not later than 30 days after receiving all of the information with respect counsel to the Additional Borrower as may be reasonably requested by covering the Lenderdue organization, existence, and good standing of such Additional Borrower, the Lender shall notify the Advisor whether or not the Lender will be providing its consent to add power and authority of such Additional Borrower as a party hereto; provided, that if to enter into and perform its obligations under the Lender does not provide such notice by such dateLoan Documents, the Lender shall be deemed to have declined absence of any conflicts with its consent to organizational documents, material agreements, and applicable law, the enforceability of the relevant Loan Documents upon such Additional Borrower becoming a party heretoBorrower, and such other matters substantially the same as required in connection with the opinions being delivered on the Restatement Effective Date as the Administrative Agent may reasonably require.

Designation of Additional Borrowers. Other funds The Parent may at any time, upon not less than fifteen (15) Business Days’ notice from the Parent to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), designate any Domestic Subsidiary as a Domestic Borrower or any Foreign Subsidiary as a Foreign Borrower, provided that: (i) in the case of any Foreign Subsidiary: (A) such Foreign Subsidiary is reasonably acceptable to the Administrative Agent; (B) each Lender determines in its reasonable discretion that (1) such Lender is able to extend credit to such Foreign Subsidiary without violating any applicable Law, any request or directive (whether or not having the force of law) from any Governmental Authority, any order, judgment or decree of any Governmental Authority or arbitrator or any policies of such Lender and (2) extending credit to such Foreign Subsidiary will not impose upon such Lender any restriction, reserve or capital requirement or any loss, cost or expense (for which the Advisor acts as Lender is not otherwise compensated hereunder); and (C) if such Foreign Subsidiary has any outstanding Foreign Subsidiary Debt, (including any Guarantee with respect to any Foreign Subsidiary Debt) and has granted a Lien in any of its property to secure such Foreign Subsidiary Debt or Guarantee (or in either case any effective but unused commitments for Foreign Subsidiary Debt), then each lender holding such Foreign Subsidiary Debt (or commitments) (other than any lender holding Indebtedness under the investment advisor or manager, may, in the absence of a Potential Event of Default or Event of Default, and Bright India Loan Documents) shall have entered into an intercreditor agreement with the prior written consent of Administrative Agent subordinating such lender’s Liens to the Lender, become parties to this Agreement Liens arising under the Loan Documents on terms and conditions set forth in addition to those Borrowers then parties hereto, and be deemed Borrowers for all purposes of this Agreement Exhibit 2.15(c)-3 (each, an “Additional Borrower”), by executing an instrument substantially in the form of Exhibit D hereto (“Designation of Borrower”) with such changes therein thereto as the Administrative Agent may be approved agree); (ii) in the case of any Subsidiary, such Subsidiary shall have delivered to the Administrative Agent (A) a Designated Borrower Agreement duly executed by such Subsidiary and the Lender Parent, (eachB) documents of the type described in Section 5.01(e) and (f) for such Subsidiary, a “Joinder Agreement”), which shall be accompanied by the documents and instruments required to be delivered by the Borrowers pursuant to Section 6.1, including, without limitation, (C) an opinion of foreign counsel to such Subsidiary in form and substance reasonably satisfactory to the Administrative Agent, (D) such other documents, agreements and instruments as the Administrative Agent may reasonably request in order for a Foreign Borrower such Subsidiary to comply with Section 7.14, all in form and substance reasonably acceptable to the LenderAdministrative Agent, together with an acceptance fee and (E) such other documents, agreements and instruments as the Administrative Agent may reasonably request, all in form and substance reasonably acceptable to the Administrative Agent. Upon satisfaction of $10,000 each of the foregoing requirements, the Administrative Agent shall send a notice to the Parent and the Lenders specifying the effective date upon which such Subsidiary shall constitute a Borrower for purposes hereof, whereupon each Additional Borrowerof the Loan Parties and the Lenders agrees that such Subsidiary shall be a Borrower for all purposes of this Agreement; provided that, the acceptance fee shall that no Loan Notice or Letter of Credit Application may be $5,000 for the first Additional Borrower approved by the Lender. Each Joinder Agreement shall become effective upon the execution and delivery of such Joinder Agreement submitted by such proposed new Borrower and Subsidiary until the Lender and the delivery to the Lender of the documents and instruments required by the preceding sentence. Not later than 30 days date five Business Days after receiving all of the information with respect to the Additional Borrower as may be reasonably requested by the Lender, the Lender shall notify the Advisor whether or not the Lender will be providing its consent to add such Additional Borrower as a party hereto; provided, that if the Lender does not provide such notice by such effective date, the Lender shall be deemed to have declined its consent to the Additional Borrower becoming a party hereto.

Designation of Additional Borrowers. Other funds for which At any time and from time to time, on at least ten (10) Business Days prior written notice, the Advisor acts as the investment advisor or manager, Initial Borrower may, in the absence of a Potential Event of Default or Event of Default, and with the prior written consent of the LenderAdministrative Agent (not to be unreasonably withheld), designate one or more Subsidiary Guarantors that are United States Persons to become parties co-borrowers under the Revolving Credit Facility, in each case subject to this Agreement in addition to those Borrowers then parties hereto, and be deemed Borrowers for all purposes of this Agreement the following: (each, a) each newly-designated borrower (an “Additional Borrower”), by executing an instrument substantially ) shall execute a joinder hereto in form and substance reasonably satisfactory to the form of Exhibit D hereto Administrative Agent pursuant to which such Additional Borrower (“Designation of Borrower”i) with such changes therein as may be approved by the Lender (each, a “Joinder Agreement”), which shall be accompanied by the documents and instruments required agree to be delivered by a co-borrower hereunder on a joint and several basis and (ii) shall designate the Borrowers Initial Borrower to act on its behalf for providing all notices and accepting all notices hereunder; (b) each co-borrower shall execute and deliver a new Note or an amended and restated Note, as applicable, in form and substance reasonably satisfactory to the Administrative Agent, payable to each Lender who requests such Note pursuant to Section 6.12.16; (c) each Additional Borrower shall deliver to the Administrative Agent such authorizing resolutions, incumbency certificates, good standing certificates and opinions of counsel as the Administrative Agent may reasonably request; and (d) the Loan Parties shall take such action as the Administrative Agent may reasonably request to effect the purposes of this Section 2.18 including, without limitation, an opinion of foreign counsel for a Foreign Borrower in form and substance reasonably acceptable executing such amendments to the Lender, together with an acceptance fee of $10,000 for each Additional Borrower; provided that, the acceptance fee shall be $5,000 for the first Additional Borrower approved by the Lender. Each Joinder this Agreement shall become effective upon the execution and delivery of such Joinder Agreement by such proposed new Borrower and the Lender and other Loan Documents as the delivery to the Lender of the documents and instruments required by the preceding sentence. Not later than 30 days after receiving all of the information with respect to the Additional Borrower as may be Administrative Agent shall reasonably requested by the Lender, the Lender shall notify the Advisor whether or not the Lender will be providing its consent to add such Additional Borrower as a party hereto; provided, that if the Lender does not provide such notice by such date, the Lender shall be deemed to have declined its consent to the Additional Borrower becoming a party heretorequest.

Designation of Additional Borrowers. Other funds for which The Borrowers’ Agent may request that one or more additional Domestic Subsidiaries be designated as Borrowers, provided that, the Advisor acts addition of any other Domestic Subsidiary as the investment advisor or manager, may, in the absence of a Potential Event of Default or Event of Default, and with Borrower shall require the prior written consent of each Lender and the Lender, become parties Administrative Agent (each such Domestic Subsidiary consented to this Agreement in addition to those Borrowers then parties hereto, by the Lenders and be deemed Borrowers for all purposes of this Agreement (eachthe Administrative Agent as a Borrower hereunder, an “Additional Borrower”); provided further that, the addition of any other Domestic Subsidiary as a Borrower is subject to the Borrowers’ satisfaction of clause (kk) of Section 3.1 with respect to such Domestic Subsidiary (with the reference in such clause to the Restatement Effective Date being in reference to the effective date of such Domestic Subsidiary becoming an Additional Borrower and the reference in such clause to each Borrower and each Guarantor being a reference to such Domestic Subsidiary). In the event any such additional Domestic Subsidiary is requested to be a Additional Borrower and is approved as such by executing the Administrative Agent and the Lenders, the Borrowers’ Agent shall cause such Subsidiary to execute and deliver to the Administrative Agent an instrument substantially Additional Borrower Supplement in the form of Exhibit D hereto G‑1 or such other form reasonably acceptable to the Administrative Agent and the Borrowers (herein, an “Designation of BorrowerAdditional Borrower Supplement”) with pursuant to which such changes therein as may Domestic Subsidiary elects to become a Additional Borrower entitled to the benefits of, and be approved bound by the Lender (eachobligations of, a “Joinder Agreement”)Borrower with respect to the Canadian Revolving Credit and the U.S. Revolving Credit, which Additional Borrower Supplement shall be accompanied by (each of the documents and instruments required following to be delivered by the Borrowers pursuant to Section 6.1duly completed and executed, including, without limitation, an opinion of foreign counsel for a Foreign Borrower and in form and substance reasonably acceptable to the Administrative Agent): (i) written supplements to the Collateral Documents pursuant to which such Additional Borrower becomes a party thereto granting the Administrative Agent a Lien on its Property called for hereby, (ii) to the extent requested by any Lender, together new Notes in compliance with an acceptance fee the provisions of $10,000 for each Additional Borrower; provided thatSection 2.11(d), (iii) resolutions of the acceptance fee shall be $5,000 for the first Board of Directors (or similar governing body) of such Additional Borrower approved by authorizing the Lender. Each Joinder Agreement shall become effective upon execution, delivery, and performance of its obligations under the execution Loan Documents to which it is becoming a party to, (iv) good standing certificates (or their equivalent) from the jurisdiction in which Additional Borrower is organized and delivery each jurisdiction in which it is qualified to do business as a foreign organization, and (v) an opinion of such Joinder Agreement by such proposed new Borrower and the Lender and the delivery to the Lender of the documents and instruments required by the preceding sentence. Not later than 30 days after receiving all of the information with respect counsel to the Additional Borrower as may be reasonably requested by covering the Lenderdue organization, existence, and good standing of such Additional Borrower, the Lender shall notify the Advisor whether or not the Lender will be providing its consent to add power and authority of such Additional Borrower as a party hereto; provided, that if to enter into and perform its obligations under the Lender does not provide such notice by such dateLoan Documents, the Lender shall be deemed to have declined absence of any conflicts with its consent to organizational documents, material agreements, and applicable law, the enforceability of the relevant Loan Documents upon such Additional Borrower becoming a party heretoBorrower, and such other matters substantially the same as required in connection with the opinions being delivered on the Restatement Effective Date as the Administrative Agent may reasonably require.

Designation of Additional Borrowers. Other funds for (a) The Company may from time to time request that any one or more Wholly-owned Subsidiaries of the Company be designated as a "Foreign Borrower" hereunder (each such additional Foreign Borrower, an "ADDITIONAL BORROWER") by providing written notice to the Administrative Agent specifying (i) the identity of such Foreign Subsidiary, (ii) the jurisdiction of its incorporation, (iii) the Optional Currency (if any) in which Loans to such Foreign Subsidiary shall be denominated and (iv) whether such Foreign Subsidiary is to be a Local Loan Borrower and, if so, the Advisor acts Revolving Credit Lender (or affiliate thereof) which is to serve as the investment advisor or manager, mayLocal Lender with respect thereto (which Local Lender shall have agreed, in its sole discretion, to serve in such capacity). The Administrative Agent shall promptly notify each Revolving Credit Lender of such request. Within five Business Days following the absence receipt of a Potential Event of Default or Event of Defaultsuch notice, each Revolving Credit Lender shall notify the Administrative Agent in writing whether such designation is acceptable to such Revolving Credit Lender (in its sole discretion) and with the prior written consent Administrative Agent promptly shall notify the Company thereof. (b) In the event that such designation is acceptable to the Revolving Credit Lenders holding the majority of the LenderAggregate Revolving Credit Commitment, become parties the Company shall cause the requested Additional Borrower to this Agreement in addition deliver to those Borrowers then parties hereto, and be deemed Borrowers for all purposes of this Agreement the Administrative Agent (each, i) an “Additional Borrower”), by executing an instrument substantially in the form of Exhibit D hereto (“Designation of Borrower”) with such changes therein as may be approved by the Lender (each, a “Borrower Joinder Agreement”), which shall be accompanied by (ii) a Local Lender Joinder Agreement, (iii) a first-priority, perfected security interest in all of the documents issued and instruments required to be delivered by the Borrowers outstanding capital stock of each direct Subsidiary of such requested Additional Borrower pursuant to Section 6.1, including, without limitation, an opinion of foreign counsel for a Foreign Borrower pledge agreement which is in form and substance reasonably acceptable satisfactory to the Lender, together with an acceptance fee Administrative Agent (PROVIDED that such security interest shall secure the obligations only of $10,000 for each Additional Borrower; provided that, the acceptance fee shall be $5,000 for the first such requested Additional Borrower approved and not of the Company or any other Borrower) and (iv) such other documents, instruments, agreements and legal opinions as the Administrative Agent reasonably may request (including, in any event, an opinion of local counsel in the relevant jurisdiction as to the applicable matters covered by the Lender. Each Joinder Agreement shall become effective upon opinions delivered on the execution and delivery of such Joinder Agreement by such proposed new Borrower and the Lender and the delivery to the Lender of the documents and instruments required by the preceding sentence. Not later than 30 days after receiving all of the information Closing Date with respect to the Foreign Borrowers). (c) From and after the date upon which the Administrative Agent has received the documents (all of which shall be in form and substance reasonably satisfactory to the Administrative Agent) described in subsection 7.19(b), the requested Additional Borrower shall be a Foreign Borrower for all purposes hereunder and (if applicable) the Revolving Credit Lender designated to serve as may be reasonably requested by Local Lender in the Lender, the Lender shall notify the Advisor whether or not the Lender will be providing its consent relevant jurisdiction with respect to add such Additional Borrower as a party hereto; provided, that if the Lender does not provide such notice by such date, the Lender shall be deemed to have declined its consent to the Additional Borrower becoming a party heretoLocal Lender for all purposes hereunder.

Designation of Additional Borrowers. Other funds for which The Borrowers’ Agent may request that one or more additional Domestic Subsidiaries be designated as Borrowers, provided that, the Advisor acts addition of any other Domestic Subsidiary as the investment advisor or manager, may, in the absence of a Potential Event of Default or Event of Default, and with Borrower shall require the prior written consent of each Lender and the Lender, become parties Administrative Agent (each such Domestic Subsidiary consented to this Agreement in addition to those Borrowers then parties hereto, by the Lenders and be deemed Borrowers for all purposes of this Agreement (eachthe Administrative Agent as a Borrower hereunder, an “Additional Borrower”); provided further that, the addition of any other Domestic Subsidiary as a Borrower is subject to the Borrowers’ satisfaction of Section 3.2(aa) and (bb) with respect to such Domestic Subsidiary (with the reference in such clause to the Restatement Effective Date being in reference to the effective date of such Domestic Subsidiary becoming an Additional Borrower and the reference in such clause to each Borrower and each Guarantor being a reference to such Domestic Subsidiary). In the event any such additional Domestic Subsidiary is requested to be an Additional Borrower and is approved as such by executing the Administrative Agent and the Lenders, the Borrowers’ Agent shall cause such Subsidiary to execute and deliver to the Administrative Agent an instrument substantially Additional Borrower Supplement in the form of Exhibit D hereto G-1 or such other form reasonably acceptable to the Administrative Agent and the Borrowers (herein, an “Designation of BorrowerAdditional Borrower Supplement”) with pursuant to which such changes therein as may Domestic Subsidiary elects to become an Additional Borrower entitled to the benefits of, and be approved bound by the Lender (eachobligations of, a “Joinder Agreement”)Borrower with respect to the Canadian Revolving Credit and the U.S. Revolving Credit, which Additional Borrower Supplement shall be accompanied by (each of the documents and instruments required following to be delivered by the Borrowers pursuant to Section 6.1duly completed and executed, including, without limitation, an opinion of foreign counsel for a Foreign Borrower and in form and substance reasonably acceptable to the Administrative Agent): (i) written supplements to the Collateral Documents pursuant to which such Additional Borrower becomes a party thereto granting the Administrative Agent a Lien on its Property called for hereby, (ii) to the extent requested by any Lender, together new Notes in compliance with an acceptance fee the provisions of $10,000 for each Additional Borrower; provided thatSection 2.11(d), (iii) resolutions of the acceptance fee shall be $5,000 for the first Board of Directors (or similar governing body) of such Additional Borrower approved by authorizing the Lender. Each Joinder Agreement shall become effective upon execution, delivery, and performance of its obligations under the execution Loan Documents to which it is becoming a party to, (iv) good standing certificates (or their equivalent) from the jurisdiction in which Additional Borrower is organized and delivery each jurisdiction in which it is qualified to do business as a foreign organization, and (v) an opinion of such Joinder Agreement by such proposed new Borrower and the Lender and the delivery to the Lender of the documents and instruments required by the preceding sentence. Not later than 30 days after receiving all of the information with respect counsel to the Additional Borrower as may be reasonably requested by covering the Lenderdue organization, existence, and good standing of such Additional Borrower, the Lender shall notify the Advisor whether or not the Lender will be providing its consent to add power and authority of such Additional Borrower as a party hereto; provided, that if to enter into and perform its obligations under the Lender does not provide such notice by such dateLoan Documents, the Lender shall be deemed to have declined absence of any conflicts with its consent to organizational documents, material agreements, and applicable law, the enforceability of the relevant Loan Documents upon such Additional Borrower becoming a party heretoBorrower, and such other matters substantially the same as required in connection with the opinions being delivered on the Restatement Effective Date as the Administrative Agent may reasonably require.

Designation of Additional Borrowers. Other funds for which The Borrower Representative may designate, by written notification thereof to the Advisor acts as Administrative Agent, any Restricted Subsidiary formed or acquired after the investment advisor or manager, may, in the absence of a Potential Event of Default or Event of Default, and with the prior written consent of the Lender, become parties to this Agreement in addition to those Borrowers then parties hereto, and be deemed Borrowers for all purposes date of this Agreement or any existing Loan Guarantor as a Borrower hereunder and such Subsidiary shall become a Borrower hereunder upon: (each, an “Additional Borrower”), a) execution and delivery by executing an instrument substantially in such Restricted Subsidiary of each of the form of Exhibit D hereto (“Designation of Borrower”) with such changes therein as may be approved by the Lender (each, a “Joinder Agreement”)following, which shall be accompanied by the documents and instruments required to be delivered by the Borrowers pursuant to Section 6.1, including, without limitation, an opinion of foreign counsel for a Foreign Borrower in form and substance reasonably acceptable satisfactory to the LenderAdministrative Agent: (A) if the applicable Restricted Subsidiary is a Loan Guarantor immediately prior to such designation, together a Borrower Assumption Agreement in substantially the form of Exhibit D-2 (it being understood and agreed that changes thereto may be necessary in connection with an acceptance fee the designation of $10,000 for each Additional a UK Borrower); provided thator (B) if the applicable Restricted Subsidiary is not a Loan Guarantor immediately prior to such designation, a Joinder Agreement pursuant to which the acceptance fee Restricted Subsidiary agrees to become both a Borrower and a Loan Guarantor; (ii) a certificate of such Subsidiary, executed by such Subsidiary’s Secretary or Assistant Secretary or other comparable officer, which shall be $5,000 for certify the first Additional resolutions of its board of directors, board of managers, members or other governing body authorizing the execution, delivery and performance of the Borrower approved Assumption Agreement or Joinder Agreement referred to in clause (a)(i) above and the performance of its obligations under the Loan Documents as a Borrower; (iii) legal opinions and other documents consistent with those delivered by the Lender. Each Joinder Agreement shall become effective upon existing Borrowers on the execution and delivery of such Joinder Agreement Effective Date, to the extent requested by such proposed new Borrower the Administrative Agent; (b) the Administrative Agent and the Lender Lenders receipt of all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the delivery to beneficial ownership regulations (31 CFR §1010.230), for such Subsidiary; and (c) the Administrative Agent shall have received confirmation from each Regulated Lender of the documents and instruments required by the preceding sentence. Not later than 30 days after receiving all of the information Entity that it has completed its compliance procedures with respect to all applicable “know your customer” and anti-money laundering rules and regulations, including the Additional Borrower as may USA PATRIOT Act and the beneficial ownership regulations (31 CFR §1010.230), for such Subsidiary (such confirmation not to be reasonably requested unreasonably withheld, conditioned or delayed, and shall be delivered promptly upon such completion by the Lender, the applicable Regulated Lender shall notify the Advisor whether or not the Lender will be providing its consent to add such Additional Borrower as a party hereto; provided, that if the Lender does not provide such notice by such date, the Lender shall be deemed to have declined its consent to the Additional Borrower becoming a party heretoEntity).

Designation of Additional Borrowers. Other funds (a) The Borrower may from time to time designate one or more Additional Borrowers organized in a jurisdiction within the U.S. for which the Advisor acts as the investment advisor or manager, may, in the absence of a Potential Event of Default or Event of Default, and with the prior written consent of the Lender, become parties to this Agreement in addition to those Borrowers then parties hereto, and be deemed Borrowers for all purposes of this Agreement by delivering to the Administrative Agent: (each, i) written notice (including via email) of election to become an Additional Borrower (an “Additional Borrower”), by executing an instrument substantially in the form of Exhibit D hereto (“Designation of BorrowerElection to Participate”) duly executed on behalf of such Restricted Subsidiary and the Borrower two (2) Business Days prior to the proposed effectiveness of such election; (ii) all documentation and other information with respect to such changes therein Subsidiary (including any requisite Beneficial Ownership Certification) reasonably requested in writing by the Administrative Agent or any Lender and required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA Patriot Act and the Beneficial Ownership Regulation, no later than two (2) Business Days prior to the date of such effectiveness (or such later date as may be approved agreed by the Lender Administrative Agent); (eachiii) (A) solely to the extent such Additional Borrower is not already a Loan Party, all documents, updated schedules, instruments, certificates and agreements, and all other actions and information, then required by or in respect of such Additional Borrower by Section 5.09 or by the Security Agreement (without giving effect to any grace periods for delivery of such items, the updating of such information or the taking of such actions), (B) if reasonably requested by the Administrative Agent or any Lender, a “Joinder Agreement”legal opinion of counsel to the Additional Borrower relating to such Additional Borrower, in form and substance consistent with that delivered in respect of the initial Borrower on the Effective Date (provided that any such legal opinion may be modified in form or substance in a manner satisfactory to the Administrative Agent and the Required Lenders in their reasonable discretion), which shall be accompanied by the and (C) a customary secretary’s certificate attaching such documents and instruments required to be as were delivered by the Borrowers original Borrower on the Effective Date; (iv) documentation reasonably satisfactory to the Administrative Agent and the Required Lenders pursuant to Section 6.1which (i) each then-existing Borrower unconditionally Guarantees the Borrowings of the Additional Borrower on terms substantially consistent with the Loan Guarantors’ Guarantee of the initial Borrower’s obligations hereunder, including(ii) solely to the extent such Additional Borrower is not already a Loan Guarantor, without limitationeach |US-DOCS\131811068.10|| Additional Borrower unconditionally Guarantees the Borrowings of each then-existing Borrower on terms substantially consistent with the Guarantors’ Guarantee of the initial Borrower’s obligations hereunder and (iii) each Borrower will be jointly and severally liable for all Secured Obligations; (v) a customary joinder agreement whereby the Additional Borrower becomes party hereto as a Borrower and appoints Cvent, Inc. (or any successor thereto permitted pursuant to the terms of this Agreement) as a “Borrower Agent” hereunder and under the other Loan Documents, in form and substance reasonably satisfactory to the Administrative Agent; and (vi) promissory notes in respect of such Additional Borrower in favor of any Lender requesting such promissory notes, in a form reasonably acceptable to the Administrative Agent (modified to reflect such Additional Borrower). (b) After such deliveries, the appointment of the Additional Borrower shall be effective upon the effectiveness of an opinion amendment to this Agreement and any applicable Loan Document necessary (in the reasonable judgment of foreign counsel for a Foreign the Administrative Agent and the Required Lenders) to give effect to the appointment of such Additional Borrower (in form and substance reasonably acceptable to the LenderAdministrative Agent and the Required Lenders), together with an acceptance fee including amendments to disambiguate certain uses of $10,000 for each Additional the word “Borrower” and related terms hereunder; provided that, the acceptance fee shall be $5,000 for the first avoidance of doubt, the Administrative Agent and the Required Lenders shall not have any right to consent to the designation of any Additional Borrower approved by and shall not be required to approve the Lender. Each Joinder Agreement shall become effective upon the execution and delivery addition of such Joinder Agreement by such proposed new Borrower and the Lender and the delivery to the Lender of the documents and instruments required by the preceding sentence. Not later than 30 days after receiving all of the information with respect to the Additional Borrower as may be reasonably requested by the Lender, the Lender shall notify the Advisor whether or not the Lender will be providing its consent to add such Additional Borrower as a party hereto; provided, that if the Lender does not provide such notice by such date, the Lender shall be deemed to have declined its consent to the Additional Borrower becoming a party heretoextent the requirements of Section 2.26(a) have been met.

Designation of Additional Borrowers. Other funds for which The Borrower Representative may designate, by written notification thereof to the Advisor acts as Administrative Agent, any Restricted Subsidiary formed or acquired after the investment advisor or manager, may, in the absence of a Potential Event of Default or Event of Default, and with the prior written consent of the Lender, become parties to this Agreement in addition to those Borrowers then parties hereto, and be deemed Borrowers for all purposes date of this Agreement or any existing Loan Guarantor as a Borrower hereunder and such Subsidiary shall become a Borrower hereunder upon: (eacha) execution and delivery by such Restriction Subsidiary of each of the following, an “Additional Borrower”)which shall be in form and substance reasonably satisfactory to the Administrative Agent: (A) if the applicable Restricted Subsidiary is a Loan Guarantor immediately prior to such designation, by executing an instrument substantially a Borrower Assumption Agreement in the form of Exhibit D hereto D-2; or (“Designation of Borrower”B) with if the applicable Restricted Subsidiary is not a Loan Guarantor immediately prior to such changes therein as may be approved by the Lender (eachdesignation, a “Joinder Agreement”)Agreement pursuant to which the Restricted Subsidiary agrees to become both a Borrower and a Loan Guarantor; (ii) a certificate of such Subsidiary, executed by such Subsidiary’s Secretary or Assistant Secretary, which shall be accompanied by certify the resolutions of its board of directors, board of managers, members or other governing body authorizing the execution, delivery and performance of the Joinder Agreement referred to in clause (a)(i) above and the performance of its obligations under the Loan Documents as a Borrower; (iii) legal opinions and other documents and instruments required to be consistent with those delivered by the existing Borrowers pursuant to Section 6.1on the Effective Date, including, without limitation, an opinion of foreign counsel for a Foreign Borrower in form and substance reasonably acceptable to the Lender, together with an acceptance fee of $10,000 for each Additional Borrower; provided that, the acceptance fee shall be $5,000 for the first Additional Borrower approved extent requested by the Lender. Each Joinder Agreement shall become effective upon Administrative Agent; (b) the execution and delivery of such Joinder Agreement by such proposed new Borrower Administrative Agent and the Lender Lenders receipt of all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the delivery to beneficial ownership regulations (31 CFR §1010.230), for such Subsidiary; and (c) the Administrative Agent shall have received confirmation from each Regulated Lender of the documents and instruments required by the preceding sentence. Not later than 30 days after receiving all of the information Entity that it has completed its compliance procedures with respect to all applicable “know your customer” and anti-money laundering rules and regulations, including the Additional Borrower as may USA PATRIOT Act and the beneficial ownership regulations (31 CFR §1010.230), for such Subsidiary (such confirmation not to be reasonably requested unreasonably withheld, conditioned or delayed, and shall be delivered promptly upon such completion by the Lender, the applicable Regulated Lender shall notify the Advisor whether or not the Lender will be providing its consent to add such Additional Borrower as a party hereto; provided, that if the Lender does not provide such notice by such date, the Lender shall be deemed to have declined its consent to the Additional Borrower becoming a party heretoEntity).