Common use of Designation of Borrowers Clause in Contracts

Designation of Borrowers. (a) The Borrower may from time to time designate one or more Additional Borrowers for purposes of this Agreement by delivering to the Administrative Agent: (i) all documentation and other information with respect to such Subsidiary required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act no later than five (5) Business Days prior to the date of such notice (or such later date as may be agreed by the Administrative Agent); (ii) (A) solely to the extent such Additional Borrower is not already a Credit Party or such information or documents were not previously provided, 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 5.10 or by the Security Agreement, including, without limitation, a perfected first priority pledge of the Equity Interests of such Additional Borrower (without giving effect to any grace periods for delivery of such items, the updating of such information or the taking of such actions), (B) a 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 Closing Date, and (C) a customary secretary’s certificate attaching such documents as were delivered by the original Borrower on the Closing Date; (iii) documentation reasonably satisfactory to the Administrative Agent pursuant to which (i) each then-existing Borrower and Guarantor unconditionally Guarantees the Borrowings of the Additional Borrower on terms substantially consistent with the Guarantors’ Guarantee of the initial Borrower’s obligations hereunder and (ii) each Additional Borrower unconditionally Guarantees (or reconfirms its existing Guarantee) the Borrowings of each then-existing Borrower on terms substantially consistent with the Guarantors’ Guarantee of the initial Borrower’s obligations hereunder; (iv) a customary joinder agreement whereby the Additional Borrower becomes party hereto as a Borrower and appoints iCIMS as a “Borrower Agent” hereunder and under the other Loan Documents, in form and substance reasonably satisfactory to the Administrative Agent. (b) After such deliveries, the appointment of the Additional Borrower shall be effective upon the effectiveness of an amendment to this Agreement and any applicable Loan Document necessary (in the reasonable judgment of the Administrative Agent) to give effect to the appointment of such Additional Borrower (in form and substance reasonably acceptable to the Administrative Agent), including amendments to disambiguate certain uses of the word “Borrower” and related terms hereunder.

Designation of Borrowers. (a) The Borrower may from time to time designate one or more Additional Borrowers for purposes of this Agreement by delivering to the Administrative Agent: (i) all documentation and other information with respect to such Subsidiary required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act no later than five (5) Business Days prior to the date of such notice (or such later date as may be agreed by the Administrative Agent); (ii) (A) solely to the extent such Additional Borrower is not already a Credit Party or such information or documents were not previously provided, 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 5.10 or by the Security Agreement, including, without limitation, a perfected first priority pledge of the Equity Interests of such Additional Borrower 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) a 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 Closing Date, and (C) a customary secretary’s certificate attaching such documents as were delivered by the original Borrower on the Closing Date; (iii) documentation reasonably satisfactory to the Administrative Agent pursuant to which (i) each then-existing Borrower and Guarantor Guarantors unconditionally Guarantees the Borrowings of the Additional Borrower on terms substantially consistent with the Guarantors’ Guarantee of the initial Borrower’s obligations hereunder and (ii) each Additional Borrower unconditionally Guarantees (or reconfirms its existing Guarantee) the Borrowings of each then-existing Borrower on terms substantially consistent with the Guarantors’ Guarantee of the initial Borrower’s obligations hereunder; (iv) a customary joinder agreement whereby the Additional Borrower becomes party hereto as a Borrower and appoints iCIMS JAMF as a “Borrower Agent” hereunder and under the other Loan Documents, in form and substance reasonably satisfactory to the Administrative Agent. (b) After such deliveries, the appointment of the Additional Borrower shall be effective upon the effectiveness of an amendment to this Agreement and any applicable Loan Document necessary (in the reasonable judgment of the Administrative Agent) to give effect to the appointment of such Additional Borrower (in form and substance reasonably acceptable to the Administrative Agent), including amendments to disambiguate certain uses of the word “Borrower” and related terms hereunder.

Designation of Borrowers. On or after the Closing Date, the Borrower Representative may, at any time and from time to time, designate any Subsidiary that is both a wholly owned Subsidiary and a Restricted Subsidiary as a “Borrower” by delivery to the Administrative Agent of a Borrower Joinder executed by such Subsidiary, each other Guarantor and the Borrower Representative; provided that: (a) The any such Restricted Subsidiary is organized in a Qualified Borrower may from time to time designate one or more Additional Borrowers Jurisdiction; (b) the representations and warranties set forth herein and in each other Credit Document shall be true and correct in all material respects on and as of the date of the Borrower Joinder for purposes such proposed Restricted Subsidiary becoming an additional Borrower with the same effect as though made on and as of this Agreement by delivering each of such dates (except to the Administrative Agent:extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date); (ic) no Default or Event of Default shall exist on and as of the date of the Borrower Joinder for such proposed Restricted Subsidiary becoming an additional Borrower; (d) the Administrative Agent and the Lenders shall have received all documentation and other information that the Administrative Agent or a Lender has requested in writing of the Borrower Representative with respect to any new Borrower at least ten days prior to the requested date of such Subsidiary joinder that they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationsAML Laws, including without limitation the Patriot Act no later than five (5) Business Days PATRIOT ACT, in each case, at least three days prior to the date of such notice joinder (or such later date shorter period as may be agreed by the Administrative AgentAgent shall otherwise agree); (iie) (A) solely such Restricted Subsidiary shall have delivered to the extent Administrative Agent a duly authorized, executed and delivered counterpart signature page to a Borrower Joinder; (f) if such Additional Borrower Restricted Subsidiary is not already a Credit Party on the date it becomes or is to become an additional Borrower pursuant to this Section 2.28, such information Restricted Subsidiary shall have delivered to the Collateral Agent duly authorized, executed and delivered copies of any Collateral Documents required to be entered into by such Restricted Subsidiary pursuant to Section 5.11 as applied to such Restricted Subsidiary becoming a Borrower hereunder and, regardless of whether such Restricted Subsidiary is a Credit Party on the date it becomes or documents were not previously providedis to become an additional Borrower hereunder, all documents, updated schedules, instruments, certificates and agreements, and all other actions and information, then required by or in Section 5.11 shall have been satisfied with respect of to such Additional Borrower by Section 5.10 or by the Security Agreement, including, without limitation, a perfected first priority pledge of the Equity Interests of such Additional Borrower Restricted Subsidiary (without giving effect to any grace periods for delivery of such items, the updating of such information or the taking of such actionsset forth therein), (B) a 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 Closing Date, and (C) a customary secretary’s certificate attaching such documents as were delivered by the original Borrower on the Closing Date; (iiig) documentation reasonably satisfactory to the Administrative Agent pursuant shall have received, to which (i) each then-existing Borrower and Guarantor unconditionally Guarantees the Borrowings extent requested thereby, customary opinions of the Additional Borrower on terms substantially consistent with the Guarantors’ Guarantee of the initial Borrower’s obligations hereunder and (ii) each Additional Borrower unconditionally Guarantees (or reconfirms its existing Guarantee) the Borrowings of each then-existing Borrower on terms substantially consistent with the Guarantors’ Guarantee of the initial Borrower’s obligations hereunder; (iv) a customary joinder agreement whereby the Additional Borrower becomes party hereto as a Borrower and appoints iCIMS as a “Borrower Agent” hereunder and under the other Loan Documents, in form and substance counsel reasonably satisfactory to the Administrative Agent.; and (bh) After the Administrative Agent shall have received: (i) recent corporate authorizations and Organizational Documents of, and specimen signatures for, such deliveriesRestricted Subsidiary, and (to the appointment extent available) a certificate of good standing for such Restricted Subsidiary as of a recent date from the Secretary of State or similar Governmental Authority of the Additional jurisdiction of its organization; and (ii) a certificate of an authorized signatory of such Restricted Subsidiary certifying the copies of the foregoing documents provided by it. Upon receipt thereof the Administrative Agent shall promptly transmit such Borrower Joinder and the related documents delivered pursuant to this Section 2.29 to each of the Lenders, and such Restricted Subsidiary shall be effective upon the effectiveness of an amendment to deemed a Borrower for all purposes under this Agreement and any applicable Loan Document necessary (in the reasonable judgment of the Administrative Agent) to give effect to the appointment of such Additional Borrower (in form and substance reasonably acceptable to the Administrative Agent), including amendments to disambiguate certain uses of the word “Borrower” and related terms hereunderother Credit Documents.

Designation of Borrowers. On or after the Closing Date, the Borrower Representative may, at any time and from time to time, designate any Subsidiary that is both a wholly owned Subsidiary and a Restricted Subsidiary as a “Borrower” by delivery to the Administrative Agent of a Borrower Joinder executed by such Subsidiary, each other Guarantor and the Borrower Representative; provided that: (a) The any such Restricted Subsidiary is organized in a Qualified Borrower may from time to time designate one or more Additional Borrowers Jurisdiction; (b) the representations and warranties set forth herein and in each other Credit Document shall be true and correct in all material respects on and as of the date of the Borrower Joinder for purposes such proposed Restricted Subsidiary becoming an additional Borrower with the same effect as though made on and as of this Agreement by delivering each of such dates (except to the Administrative Agent:extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date); (ic) no Default or Event of Default shall exist on and as of the date of the Borrower Joinder for such proposed Restricted Subsidiary becoming an additional Borrower; (d) the Administrative Agent and the Lenders shall have received all documentation and other information that the Administrative Agent or a Lender has requested in writing of the Borrower Representative with respect to any new Borrower at least ten days prior to the requested date of such Subsidiary joinder that they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationsAML Laws, including without limitation the Patriot Act no later than five (5) Business Days PATRIOT ACT, in each case, at least three days prior to the date of such notice joinder (or such later date shorter period as may be agreed by the Administrative AgentAgent shall otherwise agree); (iie) (A) solely such Restricted Subsidiary shall have delivered to the extent Administrative Agent a duly authorized, executed and delivered counterpart signature page to a Borrower Joinder; (f) if such Additional Borrower Restricted Subsidiary is not already a Credit Party on the date it becomes or is to become an additional Borrower pursuant to this Section 2.29, such information Restricted Subsidiary shall have delivered to the Collateral Agent duly authorized, executed and delivered copies of any Collateral Documents required to be entered into by such Restricted Subsidiary pursuant to Section 5.11 as applied to such Restricted Subsidiary becoming a Borrower hereunder and, regardless of whether such Restricted Subsidiary is a Credit Party on the date it becomes or documents were not previously providedis to become an additional Borrower hereunder, all documents, updated schedules, instruments, certificates and agreements, and all other actions and information, then required by or in Section 5.11 shall have been satisfied with respect of to such Additional Borrower by Section 5.10 or by the Security Agreement, including, without limitation, a perfected first priority pledge of the Equity Interests of such Additional Borrower Restricted Subsidiary (without giving effect to any grace periods for delivery of such items, the updating of such information or the taking of such actionsset forth therein), (B) a 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 Closing Date, and (C) a customary secretary’s certificate attaching such documents as were delivered by the original Borrower on the Closing Date; (iiig) documentation reasonably satisfactory to the Administrative Agent pursuant shall have received, to which (i) each then-existing Borrower and Guarantor unconditionally Guarantees the Borrowings extent requested thereby, customary opinions of the Additional Borrower on terms substantially consistent with the Guarantors’ Guarantee of the initial Borrower’s obligations hereunder and (ii) each Additional Borrower unconditionally Guarantees (or reconfirms its existing Guarantee) the Borrowings of each then-existing Borrower on terms substantially consistent with the Guarantors’ Guarantee of the initial Borrower’s obligations hereunder; (iv) a customary joinder agreement whereby the Additional Borrower becomes party hereto as a Borrower and appoints iCIMS as a “Borrower Agent” hereunder and under the other Loan Documents, in form and substance counsel reasonably satisfactory to the Administrative Agent.; and (bh) After the Administrative Agent shall have received: (i) recent corporate authorizations and Organizational Documents of, and specimen signatures for, such deliveriesRestricted Subsidiary, and (to the appointment extent available) a certificate of good standing for such Restricted Subsidiary as of a recent date from the Secretary of State or similar Governmental Authority of the Additional jurisdiction of its organization; and (ii) a certificate of an authorized signatory of such Restricted Subsidiary certifying the copies of the foregoing documents provided by it. Upon receipt thereof the Administrative Agent shall promptly transmit such Borrower Joinder and the related documents delivered pursuant to this Section 2.29 to each of the Lenders, and such Restricted Subsidiary shall be effective upon the effectiveness of an amendment to deemed a Borrower for all purposes under this Agreement and any applicable Loan Document necessary (in the reasonable judgment of the Administrative Agent) to give effect to the appointment of such Additional Borrower (in form and substance reasonably acceptable to the Administrative Agent), including amendments to disambiguate certain uses of the word “Borrower” and related terms hereunderother Credit Documents.

Designation of Borrowers. (a) The Borrower Company may at any time, upon not less than 15 Business Days’ notice from time to time designate one or more Additional Borrowers for purposes of this Agreement by delivering the Company to the Administrative Agent: (i) all documentation and other information with respect to such Subsidiary required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act no later than five (5) Business Days prior to the date of such notice Agent (or such later date shorter period as may be agreed by the Administrative AgentAgent in its sole discretion); , designate any consolidated Subsidiary of the Company that is organized in a Designated Borrower Jurisdiction and that is engaged in a line of business that is substantially similar to those lines of businesses conducted by the Company and its Subsidiaries on the date hereof (iian “Applicant Borrower”) (A) solely as a Designated Borrower to receive Loans hereunder by delivering to the extent Administrative Agent (which shall promptly deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit E-1 (a “Designated Borrower Request and Assumption Agreement”). 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 such Additional Borrower is not already a Credit Party or such information or documents were not previously provided, all documents, updated schedules, instruments, certificates and agreements, and all other actions and “know your customer” information, then 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 Required Lenders (or in respect the case of such Additional Borrower by Section 5.10 or by the Security Agreement“know your customer” information, each Lender) in their sole discretion, including, without limitation, a perfected first priority pledge with respect to an Applicant Borrower that is organized under the laws of the Equity Interests of such Additional Borrower (without giving effect to any grace periods for delivery of such itemsGermany, the updating of such information or the taking of such actions), (B) a 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 Closing Date, and (C) a customary secretary’s certificate attaching such documents as were delivered by the original Borrower on the Closing Date; (iii) documentation reasonably evidence satisfactory to the Administrative Agent pursuant to which that such Applicant Borrower (i) each then-existing Borrower and Guarantor unconditionally Guarantees is an entity incorporated under the Borrowings laws of the Additional Borrower on terms substantially consistent with the Guarantors’ Guarantee Federal Republic of the initial Borrower’s obligations hereunder Germany as a limited liability company (Gesellschaft mit beschränkter Haftung) and (ii) satisfies asset, revenue, and minimum employee tests required under the laws of Germany to permit a U.S. Lender to lend to such Applicant Borrower and Notes signed by such new Borrowers to the extent any Lenders so require. 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, the Administrative Agent shall send a notice in substantially the form of Exhibit E-2 (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 (the “Designated Borrower Effective Date”), whereupon each Additional Borrower unconditionally Guarantees (or reconfirms its existing Guarantee) the Borrowings of each then-existing Borrower on terms substantially consistent with the Guarantors’ Guarantee of the initial Lenders agrees to permit such Designated Borrower 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, Swing Line Notice or Letter of Credit Application may be submitted by or on behalf of such Designated Borrower until the date five Business Days after the Designated Borrower Effective Date applicable to such Designated Borrower. (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. The Company shall execute a Guaranty in respect of any Designated Borrower prior to or on the Designated Borrower Effective Date applicable to such Designated Borrower. Any Designated Borrower that is a Domestic Subsidiary shall execute a Guaranty in respect of the Company’s and any other Designated Borrower’s obligations hereunder; (iv) Obligations hereunder prior to or on the Designated Borrower Effective Date applicable to such Designated Borrower. In the case the Company designates a customary joinder Designated Borrower, the Company and each Designated Borrower that is a Domestic Subsidiary shall execute and deliver to the Administrative Agent a reaffirmation agreement whereby the Additional Borrower becomes party hereto as a Borrower and appoints iCIMS as a “Borrower Agent” hereunder and under the other Loan Documents, in form and substance reasonably satisfactory to the Administrative AgentAgent in respect of such Person’s Guaranty prior to or on the Designated Borrower Effective Date applicable to such Designated Borrower so designated by the Company. (bc) After such deliveries, the appointment Each Subsidiary of the Additional Borrower shall be effective upon Company that becomes a “Designated Borrower” pursuant to this Section 2.16 hereby irrevocably appoints the effectiveness of an amendment Company as its agent for all purposes relevant to this Agreement and any applicable Loan Document necessary (in the reasonable judgment each of the Administrative Agentother 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 give effect 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 appointment Company in accordance with the terms of such Additional Borrower this Agreement shall be deemed to have been delivered to each Designated Borrower. (in form and substance reasonably acceptable d) The Company may from time to time, upon not less than 15 Business Days’ notice from the Company to the Administrative AgentAgent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), including amendments 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 disambiguate certain uses it, as of the word 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 foregoing, with respect to any Designated Borrower not organized under the laws of the United States or any State thereof (a “Designated Foreign Borrower” ”), no Lender shall be required to make Loans to such Designated Foreign Borrower and related no L/C Issuer shall be required to issue or amend any Letter of Credit for such Designated Foreign Borrower in the event that the making of such Loans or issuance or amendment of such Letter of Credit would reasonably be expected to (a) breach or violate any internal policy of such Lender or L/C Issuer or any law or regulation to which such Lender or L/C Issuer is subject, or would be upon the making of such Loan or issuance or amendment of such Letter of Credit or (b) result in materially adverse tax consequences to such Lender (any such Lender, a “Protesting Lender”); provided that (i) any Protesting Lender, which is relying solely on such internal policies as the basis for not making Loans or issuing or amending Letters of Credit may do so only if such internal policies are being applied by such Protesting Lender to all similarly situated borrowers seeking loans, letters of credit or other extensions of credit from or with respect to such jurisdiction; and (ii) each Protesting Lender shall use reasonable efforts to designate (or identify) a different lending office for funding or booking its Loans to such Designated Foreign Borrower or issuing or amending Letters of Credit for the account of such Designated Foreign Borrower or to assign (or identify for purposes of assignment of) its rights and obligations hereunder to make its Loans to, or issue or amend Letters of Credit for the account of, such Designated Foreign Borrower to another of its offices, branches or affiliates, if, in the good faith judgment of such Protesting Lender, such designation or assignment would permit it to make Loans to such Designated Foreign Borrower or issue or amend Letters of Credit for the account of such Designated Foreign Borrower and would not otherwise be materially disadvantageous to such Protesting Lender, as applicable (and the Company and the relevant Designated Foreign Borrower shall agree to pay all reasonable out-of-pocket costs and expenses incurred by such Lender or L/C Issuer in connection with any such designation or assignment). As soon as practicable (but in any event not more than five Business Days) after receipt of notice from the Company or the Administrative Agent of the Company’s intent to designate a Designated Foreign Borrower, any Protesting Lender shall notify the Company and the Administrative Agent in writing of its inability to lend to such Designated Foreign Borrower. The Company shall, effective on or before the date that such Designated Foreign Borrower shall have the right to borrow hereunder, either (A) with respect to each Protesting Lender, replace such Protesting Lender with Lenders willing (in their sole discretion) to increase their existing Commitments, or other financial institutions willing (in their sole discretion) to become Lenders and extend new commitments, on terms hereunderconsistent with Section 11.15, or (B) cancel its request to designate such Designated Foreign Borrower as a “Designated Borrower”.

Designation of Borrowers. REPRESENTATIVE AS BORROWERS’ AGENT. (a) The Each Borrower may from time hereby irrevocably designates and appoints the Borrowers’ Representative as that Borrower’s agent to time designate one or more Additional obtain loans and advances under the Credit Facilities, the proceeds of which shall be available to each Borrower for those uses set forth in this Agreement. As the disclosed principal for its agent, each Borrower shall be obligated to the Agents and each Lender on account of loans and advances so made as if made directly by the Lenders to that Borrower, notwithstanding the manner by which such loans and advances are recorded on the books and records of the Borrowers’ Representative and of any Borrower. In addition, each Loan Party other than the Borrowers for purposes of hereby irrevocably designates and appoints the Borrowers’ Representative as that Loan Party’s agent to represent such Loan Party in all respects under this Agreement by delivering to the Administrative Agent: (i) all documentation and other information with respect to such Subsidiary required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act no later than five (5) Business Days prior to the date of such notice (or such later date as may be agreed by the Administrative Agent); (ii) (A) solely to the extent such Additional Borrower is not already a Credit Party or such information or documents were not previously provided, 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 5.10 or by the Security Agreement, including, without limitation, a perfected first priority pledge of the Equity Interests of such Additional Borrower (without giving effect to any grace periods for delivery of such items, the updating of such information or the taking of such actions), (B) a 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 Closing Date, and (C) a customary secretary’s certificate attaching such documents as were delivered by the original Borrower on the Closing Date; (iii) documentation reasonably satisfactory to the Administrative Agent pursuant to which (i) each then-existing Borrower and Guarantor unconditionally Guarantees the Borrowings of the Additional Borrower on terms substantially consistent with the Guarantors’ Guarantee of the initial Borrower’s obligations hereunder and (ii) each Additional Borrower unconditionally Guarantees (or reconfirms its existing Guarantee) the Borrowings of each then-existing Borrower on terms substantially consistent with the Guarantors’ Guarantee of the initial Borrower’s obligations hereunder; (iv) a customary joinder agreement whereby the Additional Borrower becomes party hereto as a Borrower and appoints iCIMS as a “Borrower Agent” hereunder and under the other Loan Documents, in form and substance reasonably satisfactory to the Administrative Agent. (b) After such deliveries, Each Borrower recognizes that credit available to it under the appointment Credit Facilities is in excess of and on better terms than it otherwise could obtain on and for its own account and that one of the Additional reasons therefor is its joining in the credit facility contemplated herein with all other Borrowers. Consequently, each Borrower hereby assumes and agrees to discharge all Liabilities of each of the other Borrowers as if the Borrower which is so assuming and agreeing was each of the other Borrowers. (c) The Borrowers’ Representative shall act as a conduit for each Borrower (including itself, as a “Borrower”) on whose behalf the Borrowers’ Representative has requested a Loan. (d) The proceeds of each loan and advance provided under the Credit Facilities which is requested by the Borrowers’ Representative shall be effective upon deposited into the effectiveness of an amendment to this Agreement and any applicable Loan Document necessary (in Operating Account or as otherwise indicated by the reasonable judgment Borrowers’ Representative. The Borrowers’ Representative shall cause the transfer of the Administrative Agent) to give effect proceeds thereof to the appointment (those) Borrower(s) on whose behalf such loan and advance was obtained. Neither the Agent nor any Lender shall have any obligation to see to the application of such Additional Borrower (in form and substance reasonably acceptable to the Administrative Agent), including amendments to disambiguate certain uses of the word “Borrower” and related terms hereunderproceeds.

Designation of Borrowers. (a) The Borrower may from time to time designate one or more additional borrowers (each, an “Additional Borrowers Borrower”) for purposes of this Credit Agreement by delivering to the Administrative Agent: : (i) written notice (including via email) of its election to become an Additional Borrower duly executed on behalf of such Restricted Subsidiary and the applicable Borrower not less than fifteen (15) days prior to the proposed effectiveness of such election (or such later date as may be agreed by the Administrative Agent); (ii) all documentation and other information with respect to such Restricted Subsidiary as may be reasonably requested by the Administrative Agent or, in the case of any Additional Borrower under any Credit Facility, any Revolving Lender at least five (5) Business Days prior to the date of such effectiveness (or such later date as may be agreed by the Borrower) that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot USA PATRIOT Act and the Beneficial Ownership Regulation, no later than five two (52) Business Days prior to the date of such notice effectiveness (or such later date as may be agreed by the Administrative Agent); ; (iiiii) (A) solely to the extent such Additional Borrower is not already a Credit Party or such information or documents were not previously providedLoan Party, all documents, updated schedules, instruments, certificates and agreementsagreements (including applicable Loan Documents), and all other actions and information, then required by or in respect of such Additional Borrower by Section 5.10 6.12 or by the Security AgreementLoan Documents or any intercreditor agreement (in each case, including, without limitation, a perfected first priority pledge of the Equity Interests of such Additional Borrower (without giving effect to any grace periods for delivery of such items, the updating of such information or the taking of such actions), including a pledge of 100% of the Equity Interests in such Additional Borrower, (B) a 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 Closing Date, and (C) a customary secretary’s certificate attaching such documents as were delivered by the original Borrower on the Closing Date; ; (iiiiv) documentation a certificate of a Responsible Officer of the Borrower stating that, as of the date the Additional Borrower joins this Credit Agreement as such, no Default or Event of Default has occurred and is continuing; (v) 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 C-1 (modified to reflect such Additional Borrower); and (vi) a customary joinder agreement in form and substance reasonably satisfactory to the Administrative Agent pursuant to which (i) each then-existing Borrower and Guarantor unconditionally Guarantees the Borrowings of the Additional Borrower on terms substantially consistent with the Guarantors’ Guarantee of the initial Borrower’s obligations hereunder and (ii) each Additional Borrower unconditionally Guarantees (or reconfirms its existing Guarantee) the Borrowings of each then-existing Borrower on terms substantially consistent with the Guarantors’ Guarantee of the initial Borrower’s obligations hereunder; (iv) a customary joinder agreement whereby the Additional Borrower becomes party hereto as a Borrower and appoints iCIMS the Borrower as a “Borrower Agent” hereunder and under the other Loan Documents, . The Obligations of the Borrower and each Additional Borrower shall be joint and several in form and substance reasonably satisfactory to the Administrative Agentnature. (b) After such deliveries, the appointment of the Additional Borrower shall be effective upon the effectiveness of an amendment to this Credit Agreement and any applicable Loan Document necessary (in the reasonable judgment of the Administrative Agent) to give effect to the appointment of such Additional Borrower (in form and substance reasonably acceptable to the Administrative Agent), including amendments to disambiguate certain uses of the word “Borrower” and related terms hereunder).

Designation of Borrowers. (a) The Borrower may from time to time designate one or more Additional Borrowers organized in a jurisdiction within the U.S. for purposes of this Agreement by delivering to the Administrative Agent: (i) written notice (including via email) of election to become an Additional Borrower (an “Election to Participate”) duly executed on behalf of such Restricted Subsidiary and the Borrower two Business Days prior to the proposed effectiveness of such election, (ii) all documentation and other information with respect to such Subsidiary required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act Act, no later than five (5) two Business Days prior to the date of such notice (or such later date as may be agreed by the Administrative Agent); (ii) (A) solely to the extent such Additional Borrower is not already a Credit Party or such information or documents were not previously provided, 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 5.10 or by the Security Agreement, including, without limitation, a perfected first priority pledge of the Equity Interests of such Additional Borrower 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) a 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 Closing DateDate (provided that such legal opinion may be modified in form or substance in a manner satisfactory to the Administrative Agent in its sole discretion), and (C) a customary secretary’s certificate attaching such documents as were delivered by the original Borrower on the Closing Date; (iiiiv) documentation reasonably satisfactory to the Administrative Agent pursuant to which (i) each then-existing Borrower and Guarantor unconditionally Guarantees the Borrowings of the Additional Borrower on terms substantially consistent with the Guarantors’ Guarantee of the initial Borrower’s obligations hereunder and (ii) each Additional Borrower unconditionally Guarantees (or reconfirms its existing Guarantee) the Borrowings of each then-existing Borrower on terms substantially consistent with the Guarantors’ Guarantee of the initial Borrower’s obligations hereunder; (ivv) a certificate of a Responsible Officer of the Borrower stating that, as of the date the Additional Borrower joins this Agreement as such, no Default or Event of Default has occurred and is continuing; (vi) 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 X-0, Xxxxxxx X-0 and Exhibit H-3 (modified to reflect such Additional Borrower); and (vii) a customary joinder agreement whereby the Additional Borrower becomes party hereto as a Borrower and appoints iCIMS the Borrower as a “Borrower Agent” hereunder and under the other Loan Documents, in form and substance reasonably satisfactory to the Administrative Agent. (b) After such deliveries, the appointment of the Additional Borrower shall be effective upon the effectiveness of an amendment to this Agreement and any applicable Loan Document necessary (in the reasonable judgment of the Administrative Agent) to give effect to the appointment of such Additional Borrower (in form and substance reasonably acceptable to the Administrative Agent), including amendments to disambiguate certain uses of the word “Borrower” and related terms hereunder; provided, that, for the avoidance of doubt, the Administrative Agent shall not have any right to consent to the designation of any Additional Borrower and shall not be required to approve the addition of such Additional Borrower to the extent the requirements of Section 2.24(a) have been met.

Designation of Borrowers. (ai) The Borrower Agent may from time to time designate one or more Additional Borrowers organized or existing under the laws of the United States, any state thereof or the District of Columbia, for purposes of this Agreement by delivering to the Administrative Agent: (ia) written notice (including via email) of election to become an Additional Borrower (an “Election to Participate”) duly executed on behalf of such Domestic Subsidiary and the Borrower Agent (1) in the case of each of Dxxx & Buster’s of California, Inc., a California corporation, Dxxx & Buster’s of New York, Inc., a New York corporation, Dxxx & Buster’s of Illinois, Inc., an Illinois corporation, Tango Acquisition, Inc., a Delaware corporation, Main Event Entertainment, Inc., a Florida corporation and Dxxx & Buster’s I, LP, a Texas limited partnership (collectively, the “Specified Additional Borrower Entities”), at least five (5) Business Days prior to the proposed effectiveness of such election and (2) in the case of any other Domestic Subsidiary, at least ten (10) Business Days prior to the proposed effectiveness of such election; provided that, promptly upon receipt by the Administrative Agent of an Election to Participate, the Administrative Agent shall post such Election to Participate to the Lenders; provided further that, in the case of each of the Specified Additional Borrower Entities, such notices shall be deemed to have been given on the Second Amendment Effective Date; (b) solely to the extent such Additional Borrower is not already a Loan Party and to the extent required to satisfy the Collateral and Guarantee Requirement, a supplement to the Collateral Agreement, whereby such Additional Borrower shall confirm its Guarantee of the Obligations and grant or pledge thereunder, counterparts to the other Collateral Documents (if applicable) and any further documents, financing statements, agreements and instruments that the Administrative Agent may reasonably request to cause such Additional Borrower to satisfy the Collateral and Guarantee Requirement; (c) to the extent reasonably requested by the Administrative Agent, (A) a certificate of a Responsible Officer certifying that such merger or consolidation or other transaction and such supplement to this Agreement or any Loan Document (as applicable) are permitted under this Agreement, (B) a customary opinion of counsel to such Additional Borrower and (C) documentation substantially consistent with the documentation delivered on the Closing Date pursuant to Section 4.02(b) of this Agreement; (d) a customary joinder agreement in form and substance reasonably satisfactory to the Administrative Agent whereby the Additional Borrower shall become party hereto as a Borrower and appoint Dxxx & Buster’s, Inc. as a “Borrower Agent” hereunder and under the other Loan Documents; (e) all documentation and other information with in respect to such Subsidiary of the Additional Borrower (including, if the Additional Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in respect of the Additional Borrower) required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, regulations (including without limitation the Patriot USA PATRIOT Act no later than five (5and Beneficial Ownership Regulations) Business Days prior to the date of such notice (or such later date as may be agreed that has been reasonably requested in writing by the Administrative Agent);Agent or any Lender; and (iif) (A) solely to at the extent such Additional Borrower is not already a Credit Party or such information or documents were not previously provided, all documents, updated schedules, instruments, certificates time of and agreements, and all other actions and information, then required by or in respect of such Additional Borrower by Section 5.10 or by the Security Agreement, including, without limitation, a perfected first priority pledge of the Equity Interests of such Additional Borrower (without immediately after giving effect to any grace periods for delivery the designation of such items, the updating of such information or the taking of such actions), (B) a legal opinion of counsel to the Additional Borrower relating to such Additional Borrower, in form no Event of Default or Default shall have occurred and substance consistent with that delivered in respect of the initial Borrower on the Closing Date, and (Cbe continuing. ii) a customary secretary’s certificate attaching such documents as were delivered After receipt by the original Borrower on the Closing Date; (iii) documentation reasonably satisfactory to the Administrative Agent pursuant to which (i) each then-existing Borrower and Guarantor unconditionally Guarantees the Borrowings of the Additional Borrower on terms substantially consistent with the Guarantors’ Guarantee of the initial Borrower’s obligations hereunder and (ii) each Additional Borrower unconditionally Guarantees (or reconfirms its existing Guarantee) the Borrowings of each then-existing Borrower on terms substantially consistent with the Guarantors’ Guarantee of the initial Borrower’s obligations hereunder; (iv) a customary joinder agreement whereby the Additional Borrower becomes party hereto as a Borrower and appoints iCIMS as a “Borrower Agent” hereunder and under the other Loan Documents, in form and substance reasonably satisfactory to the Administrative Agent. (b) After such deliveries, the appointment of the Additional Borrower shall be become effective upon the effectiveness of an amendment to this Agreement and any other applicable Loan Document necessary (in the reasonable judgment of the Administrative Agent) to give effect to the appointment of such Additional Borrower (in form and substance reasonably acceptable each of which shall be posted to the Lenders by the Administrative AgentAgent promptly after the date of effectiveness thereof), including amendments to disambiguate certain uses of the word “Borrower” and related terms hereunder and to provide for provisions allowing the resignation of a Borrower (which shall require, among other things, the appointment of a successor Bxxxxxxx if there is no other Additional Borrower at such time and the delivery of written notice to each Lender promptly following any such resignation), to allow for the resignation of such Additional Borrowers and to designate Dxxx & Buster’s, Inc. (or any other Additional Borrower designated by the Borrower Agent from time to time) for notices as “Borrower Agent” and other administrative purposes hereunder, in each case, in form and substance reasonably satisfactory to the Administrative Agent. For the avoidance of doubt and notwithstanding anything to the contrary herein, in no event shall Dxxx & Buster’s, Inc. be permitted to resign as a Borrower.

Designation of Borrowers. (a) The Borrower may from time to time designate one or more Additional Borrowers organized in a jurisdiction within the U.S. for purposes of this Agreement by delivering to the Administrative Agent: (i) written notice (including via email) of election to become an Additional Borrower (an “Election to Participate”) duly executed on behalf of such Restricted Subsidiary and the Borrower two Business Days prior to the proposed effectiveness of such election, (ii) all documentation and other information with respect to such Subsidiary (including any requisite Beneficial Ownership Certification) required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act and the Beneficial Ownership Regulation, no later than five (5) two Business Days prior to the date of such notice effectiveness (or such later date as may be agreed by the Administrative Agent); (iiiii) (A) solely to the extent such Additional Borrower is not already a Credit Party or such information or documents were not previously providedParty, 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 5.10 or by the Security Agreement, including, without limitation, a perfected first priority pledge of the Equity Interests of such Additional Borrower 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, a 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 Closing DateDate (provided that (x) if such Additional Borrower is organized in a jurisdiction where legal opinions are not customarily required by a borrower’s legal counsel, no such legal opinion shall be required, and (y) any such legal opinion may be modified in form or substance in a manner satisfactory to the Administrative Agent in its reasonable discretion), and (C) a customary secretary’s certificate attaching such documents as were delivered by the original Borrower on the Closing Date; (iiiiv) documentation reasonably satisfactory to the Administrative Agent pursuant to which (i) each then-existing Borrower and Guarantor unconditionally Guarantees the Borrowings of the Additional Borrower on terms substantially consistent with the Guarantors’ Guarantee of the initial Borrower’s obligations hereunder and (ii) solely to the extent such Additional Borrower is not already a Guarantor, each Additional Borrower unconditionally Guarantees (or reconfirms its existing Guarantee) the Borrowings of each then-existing Borrower on terms substantially consistent with the Guarantors’ Guarantee of the initial Borrower’s obligations hereunder; (ivv) a certificate of a Responsible Officer of the Borrower stating that, as of the date the Additional Borrower joins this Agreement as such, no Default or Event of Default has occurred and is continuing; (vi) 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 H (modified to reflect such Additional Borrower); and (vii) a customary joinder agreement whereby the Additional Borrower becomes party hereto as a Borrower and appoints iCIMS the Borrower as a “Borrower Agent” hereunder and under the other Loan Documents, in form and substance reasonably satisfactory to the Administrative Agent. (b) After such deliveries, the appointment of the Additional Borrower shall be effective upon the effectiveness of an amendment to this Agreement and any applicable Loan Document necessary (in the reasonable judgment of the Administrative Agent) to give effect to the appointment of such Additional Borrower (in form and substance reasonably acceptable to the Administrative Agent), including amendments to disambiguate certain uses of the word “Borrower” and related terms hereunder; provided, that, for the avoidance of doubt, the Administrative Agent shall not have any right to consent to the designation of any Additional Borrower and shall not be required to approve the addition of such Additional Borrower to the extent the requirements of Section 2.24(a) have been met.

Designation of Borrowers. (a) The Borrower Agent may from time to time designate one or more Additional Borrowers organized in the United States, any state thereof, the District of Columbia, Luxembourg or Jersey, in each case for purposes of this Agreement Agreement, by delivering to the Administrative Agent: (i) written notice (including via email) of election to become an Additional Borrower duly executed on behalf of such Restricted Subsidiary and the Borrowers two Business Days prior to the proposed effectiveness of such election, (ii) all documentation and other information with respect to such Subsidiary (including any requisite Beneficial Ownership Certification) reasonably requested in writing by the Administrative Agent and required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act and the Beneficial Ownership Regulation, no later than five (5) two Business Days prior to the date of such notice effectiveness (or such later date as may be agreed by the Administrative Agent); (iiiii) (A) solely to the extent such Additional Borrower is not already a Credit Party or such information or documents were not previously providedParty, 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 5.10 or by the Security Agreement, including, without limitation, a perfected first priority pledge of the Equity Interests of such Additional Borrower 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, a 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 Initial Borrower on the Closing DateDate (provided that (x) if such Additional Borrower is organized in a jurisdiction where legal opinions are not customarily provided by a borrower’s legal counsel, no such legal opinion shall be required or such opinion shall be provided by counsel to the Required Lenders (if customary to do so), and (y) any such legal opinion may be modified in form or substance in a manner satisfactory to the Administrative Agent in its reasonable discretion), and (C) a customary secretary’s certificate attaching such documents as were delivered by the original Initial Borrower on the Closing Date; (iiiiv) documentation [reserved]; (v) promissory notes in respect of such Additional Borrower in favor of any Lender requesting such promissory notes, in form and substance consistent with the Note set forth in Exhibit H (modified to reflect such Additional Borrower); and (vi) a customary joinder agreement in form and substance reasonably satisfactory to the Administrative Agent pursuant to which (i) each then-existing Borrower and Guarantor unconditionally Guarantees the Borrowings of the Additional Borrower on terms substantially consistent with the Guarantors’ Guarantee of the initial Borrower’s obligations hereunder and (ii) each Additional Borrower unconditionally Guarantees (or reconfirms its existing Guarantee) the Borrowings of each then-existing Borrower on terms substantially consistent with the Guarantors’ Guarantee of the initial Borrower’s obligations hereunder; (iv) a customary joinder agreement whereby the Additional Borrower becomes party hereto as a Borrower and appoints iCIMS the Initial Borrower (or such other Subsidiary of Holdings as a shall be the Borrower Agent at such time) as “Borrower Agent” hereunder and under the other Loan Documents, in form and substance reasonably satisfactory to the Administrative Agent. (b) After such deliveries, the appointment of the Additional Borrower shall be effective upon the effectiveness of an amendment to this Agreement and any applicable Loan Document necessary (in the reasonable judgment of the Administrative Agent) to give effect to the appointment of such Additional Borrower (in form and substance reasonably acceptable to the Administrative Agent), including amendments to disambiguate certain uses of the word “Borrower” and related terms hereunder); provided, that, for the avoidance of doubt, the Administrative Agent shall not have any right to consent to the designation of any Additional Borrower and shall not be required to approve the addition of such Additional Borrower to the extent the requirements of Section 2.24(a) have been met.

Designation of Borrowers. (a) The Borrower may from time to time designate one or more Additional Borrowers organized in a jurisdiction within the U.S. for purposes of this Agreement by delivering to the Administrative Agent: (i) written notice (including via email) of election to become an Additional Borrower (an “Election to Participate”) duly executed on behalf of such Restricted Subsidiary and the Borrower two Business Days prior to the proposed effectiveness of such election, (ii) all documentation and other information with respect to such Subsidiary (including any requisite Beneficial Ownership Certification) required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act and the Beneficial Ownership Regulation, no later than five (5) two Business Days prior to the date of such notice effectiveness (or such later date as may be agreed by the Administrative Agent); (iiiii) (A) solely to the extent such Additional Borrower is not already a Credit Party or such information or documents were not previously providedParty, 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 5.10 or by the Security Agreement, including, without limitation, a perfected first priority pledge of the Equity Interests of such Additional Borrower 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, a 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 Closing DateDate (provided that (x) if such Additional Borrower is organized in a jurisdiction where legal opinions are not customarily required by a borrower’s legal counsel, no such legal opinion shall be required, and (y) any such legal opinion may be modified in form or substance in a manner satisfactory to the Administrative Agent in its reasonable discretion), and (C) a customary secretary’s certificate attaching such documents as were delivered by the original Borrower on the Closing Date; (iiiiv) documentation reasonably satisfactory to the Administrative Agent pursuant to which (i) each then-existing Borrower and Guarantor unconditionally Guarantees the Borrowings of the Additional Borrower on terms substantially consistent with the Guarantors’ Guarantee of the initial Borrower’s obligations hereunder and (ii) solely to the extent such Additional Borrower is not already a Guarantor, each Additional Borrower unconditionally Guarantees (or reconfirms its existing Guarantee) the Borrowings of each then-existing Borrower on terms substantially consistent with the Guarantors’ Guarantee of the initial Borrower’s obligations hereunder; (ivv) a certificate of a Responsible Officer of the Borrower stating that, as of the date the Additional Borrower joins this Agreement as such, no Default or Event of Default has occurred and is continuing; (vi) 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 H-1 and Exhibit H-2 (modified to reflect such Additional Borrower); and (vii) a customary joinder agreement whereby the Additional Borrower becomes party hereto as a Borrower and appoints iCIMS the Borrower as a “Borrower Agent” hereunder and under the other Loan Documents, in form and substance reasonably satisfactory to the Administrative Agent. (b) After such deliveries, the appointment of the Additional Borrower shall be effective upon the effectiveness of an amendment to this Agreement and any applicable Loan Document necessary (in the reasonable judgment of the Administrative Agent) to give effect to the appointment of such Additional Borrower (in form and substance reasonably acceptable to the Administrative Agent), including amendments to disambiguate certain uses of the word “Borrower” and related terms hereunder; provided, that, for the avoidance of doubt, the Administrative Agent shall not have any right to consent to the designation of any Additional Borrower and shall not be required to approve the addition of such Additional Borrower to the extent the requirements of Section 2.24(a) have been met.

Designation of Borrowers. (a) The Borrower may from time to time designate one or more Additional Borrowers organized in a jurisdiction within the U.S. for purposes of this Agreement by delivering to the Administrative Agent: (i) written notice (including via email) of election to become an Additional Borrower (an “Election to Participate”) duly executed on behalf of such Restricted Subsidiary and the Borrower two Business Days prior to the proposed effectiveness of such election, (ii) all documentation and other information with respect to such Subsidiary required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act Act, no later than five (5) two Business Days prior to the date of such notice (or such later date as may be agreed by the Administrative Agent); (iiiii) (A) solely to the extent such Additional Borrower is not already a Credit Party or such information or documents were not previously provided, 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 5.10 or by the Security Agreement, including, without limitation, a perfected first priority pledge of the Equity Interests of such Additional Borrower 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) a 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 Closing DateDate (provided that such legal opinion may be modified in form or substance in a manner satisfactory to the Administrative Agent in its sole discretion), and (C) a customary secretary’s certificate attaching such documents as were delivered by the original Borrower on the Closing Date; (iiiiv) documentation reasonably satisfactory to the Administrative Agent pursuant to which (i) each then-existing Borrower and Guarantor unconditionally Guarantees the Borrowings of the Additional Borrower on terms substantially consistent with the Guarantors’ Guarantee of the initial Borrower’s obligations hereunder and (ii) each Additional Borrower unconditionally Guarantees (or reconfirms its existing Guarantee) the Borrowings of each then-existing Borrower on terms substantially consistent with the Guarantors’ Guarantee of the initial Borrower’s obligations hereunder; (ivv) a certificate of a Responsible Officer of the Borrower stating that, as of the date the Additional Borrower joins this Agreement as such, no Default or Event of Default has occurred and is continuing; (vi) 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 H-l, Exhibit H-2 and Exhibit H-3 (modified to reflect such Additional Borrower); and (vii) a customary joinder agreement whereby the Additional Borrower becomes party hereto as a Borrower and appoints iCIMS the Borrower as a “Borrower Agent” hereunder and under the other Loan Documents, in form and substance reasonably satisfactory to the Administrative Agent. (b) After such deliveries, the appointment of the Additional Borrower shall be effective upon the effectiveness of an amendment to this Agreement and any applicable Loan Document necessary (in the reasonable judgment of the Administrative Agent) to give effect to the appointment of such Additional Borrower (in form and substance reasonably acceptable to the Administrative Agent), including amendments to disambiguate certain uses of the word “Borrower” and related terms hereunder; provided, that, for the avoidance of doubt, the Administrative Agent shall not have any right to consent to the designation of any Additional Borrower and shall not be required to approve the addition of such Additional Borrower to the extent the requirements of Section 2.24(a) have been met.

Designation of Borrowers. (a) The Parent Borrower may from time to time designate one or more Additional Borrowers organized in a Qualified Jurisdiction for purposes of this Agreement by delivering to the Administrative Agent: (i) written notice (including via email) of election to become an Additional Borrower duly executed on behalf of such Restricted Subsidiary and the Parent Borrower at least five (5) Business Days (or such shorter period as agreed by the Administrative Agent) prior to the proposed effectiveness of such election, (ii) all documentation and other information with respect to such Subsidiary required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation limitation, the USA Patriot Act and a beneficial ownership certificate to the extent required under 31 C.F.R. §1010.230, no later than five three (53) Business Days (or, solely with respect to Foreign Borrowers, such longer period as may be required by the Administrative Agent and the Lenders to comply with this clause (ii)) prior to the date of the proposed effectiveness of such notice election (or such later date as may be agreed by the Administrative Agent)); (ii) (A) solely to the extent such Additional Borrower is not already a Credit Party or such information or documents were not previously provided, 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 5.10 6.10 or by the Security Agreement, including, without limitation, a perfected first priority pledge of the Equity Interests of such Additional Borrower Collateral and Guarantee Requirement (without giving effect to any grace periods for delivery of such items, the updating of such information or the taking of such actions), (B) a customary legal opinion of counsel to the Additional Borrower relating to such Additional Borroweropinions, in form and substance consistent with that delivered in respect of the initial Borrower on the Closing Date, and (C) a customary secretary’s certificate attaching such equivalent documents as were delivered by the original Borrower on the Acquisition Closing DateDate or as otherwise is customary in such jurisdiction in the event of any Foreign Borrower and (D) delivery of certificates, if any, representing the pledged equity referred to therein accompanied by undated stock or comparable powers executed in blank and instruments, if any, evidencing the pledged debt indorsed in blank, if applicable; (iiiiv) documentation reasonably satisfactory to the Administrative Agent pursuant to which (i) each then-existing Borrower and Guarantor unconditionally Guarantees guarantees the Borrowings of the Additional Borrower on terms substantially consistent with the Guarantors’ Guarantee Guaranty of the initial Borrower’s Borrowers’ obligations hereunder and (ii) solely to the extent such Additional Borrower is not already a Guarantor, each Additional Borrower unconditionally Guarantees (or reconfirms its existing Guarantee) guarantees the Borrowings of each then-existing Borrower on terms substantially consistent with the Guarantors’ Guarantee guarantee of the initial Borrower’s obligations hereunder; (ivv) a certificate of a Responsible Officer of the Parent Borrower stating that, as of the date the Additional Borrower joins this Agreement as such, no Event of Default has occurred and is continuing; (vi) a customary joinder agreement whereby the Additional Borrower becomes party hereto as a Borrower and appoints iCIMS the Parent Borrower as a “Borrower Agent” (including with respect to service of process in the case of any Foreign Borrower) hereunder and under the other Loan Documents, in form and substance reasonably satisfactory to the Administrative Agent. (b) After such deliveries, the appointment of the Additional Borrower shall be effective upon subject to the effectiveness of an amendment to this Agreement and any applicable Loan Document necessary (in the reasonable judgment of the Administrative Agent) to give effect to the appointment of such Additional Borrower (in form and substance reasonably acceptable to the Administrative Agent), including amendments to disambiguate certain uses of the word “Borrower” and related terms hereunder and other revisions; provided that, (i) for the avoidance of doubt, so long as such appointment does not result in any adverse tax consequence to any Lender (unless reimbursed hereunder) or to the Administrative Agent (unless reimbursed hereunder), the Administrative Agent shall not have any right to consent to the designation of any Additional Borrower that is organized in a Qualified Jurisdiction and shall not be required to approve the addition of such Additional Borrower to the extent the requirements of Section 1.13(a) have been met and (ii) upon the effectiveness of any such amendment, such Additional Borrower shall be jointly and severally obligated as a primary obligor as to the Obligations to the Administrative Agent and each of the holders of the Obligations in full when due.

Designation of Borrowers. (a) 2.16.1.1. The Borrower Company may at any time, upon not less than 15 Business Days’ notice from time to time designate one or more Additional Borrowers for purposes of this Agreement by delivering the Company to the Administrative Agent: (i) all documentation and other information with respect to such Subsidiary required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act no later than five (5) Business Days prior to the date of such notice Agent (or such later date shorter period as may be agreed by the Administrative AgentAgent in its sole discretion); , designate any consolidated Subsidiary of the Company that is organized in a Designated Borrower Jurisdiction and that is engaged in a line of business that is substantially similar to those lines of businesses conducted by the Company and its Subsidiaries on the date hereof (iian “Applicant Borrower”) (A) solely as a Designated Borrower to receive Loans hereunder by delivering to the extent Administrative Agent (which shall promptly deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit E-1 (a “Designated Borrower Request and Assumption Agreement”). 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 such Additional Borrower is not already a Credit Party or such information or documents were not previously provided, all documents, updated schedules, instruments, certificates and agreements, and all other actions and “know your customer” information, then Beneficial Ownership Certification, 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 Required Lenders (or in respect the case of such Additional Borrower by Section 5.10 or by the Security Agreement“know your customer” information and Beneficial Ownership Certification, each Lender) in their sole discretion, including, without limitation, a perfected first priority pledge with respect to an Applicant Borrower that is organized under the laws of the Equity Interests of such Additional Borrower (without giving effect to any grace periods for delivery of such itemsGermany, the updating of such information or the taking of such actions), (B) a 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 Closing Date, and (C) a customary secretary’s certificate attaching such documents as were delivered by the original Borrower on the Closing Date; (iii) documentation reasonably evidence satisfactory to the Administrative Agent pursuant to which that such Applicant Borrower (i) each then-existing Borrower and Guarantor unconditionally Guarantees is an entity incorporated under the Borrowings laws of the Additional Borrower on terms substantially consistent with the Guarantors’ Guarantee Federal Republic of the initial Borrower’s obligations hereunder Germany as a limited liability company (Gesellschaft mit beschränkter Haftung) and (ii) satisfies asset, revenue, and minimum employee tests required under the laws of Germany to permit a U.S. Lender to lend to such Applicant Borrower and Notes signed by such new Borrowers to the extent any Lenders so require. 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, the Administrative Agent shall send a notice in substantially the form of Exhibit E-2 (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 (the “Designated Borrower Effective Date”), whereupon each Additional Borrower unconditionally Guarantees (or reconfirms its existing Guarantee) the Borrowings of each then-existing Borrower on terms substantially consistent with the Guarantors’ Guarantee of the initial Borrower’s obligations Lenders agrees to permit such Designated Borrower to receive Loans hereunder; (iv) a customary joinder agreement whereby , on the Additional terms and conditions set forth herein, and each of the parties agrees that such Designated Borrower becomes party hereto as 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 the Designated Borrower Effective Date applicable to such Designated Borrower. 2.16.1.2. The Obligations of the Company and appoints iCIMS as 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. The Company shall execute a Guaranty in respect of any Designated Borrower Agent” prior to or on the Designated Borrower Effective Date applicable to such Designated Borrower. Any Designated Borrower that is a Domestic Subsidiary shall execute a Guaranty in respect of the Company’s and any other Designated Xxxxxxxx’s Obligations hereunder prior to or on the Designated Borrower Effective Date applicable to such Designated Borrower. In the case the Company designates a Designated Borrower, the Company and under each Designated Borrower that is a Domestic Subsidiary shall execute and deliver to the other Loan Documents, Administrative Agent a reaffirmation agreement in form and substance reasonably satisfactory to the Administrative AgentAgent in respect of such Person’s Guaranty prior to or on the Designated Borrower Effective Date applicable to such Designated Borrower so designated by the Company. (b) After such deliveries, the appointment 2.16.1.3. Each Subsidiary of the Additional Borrower shall be effective upon Company that becomes a “Designated Borrower” pursuant to this Section 2.16 hereby irrevocably appoints the effectiveness of an amendment Company as its agent for all purposes relevant to this Agreement and any applicable Loan Document necessary (in the reasonable judgment each of the Administrative Agentother 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 give effect 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 appointment Company in accordance with the terms of such Additional Borrower (in form and substance reasonably acceptable this Agreement shall be deemed to the Administrative Agent), including amendments have been delivered to disambiguate certain uses of the word “each Designated Borrower” and related terms hereunder.

Designation of Borrowers. (a) The Borrower Company may at any time, upon not less than 15 Business Days’ notice from time to time designate one or more Additional Borrowers for purposes of this Agreement by delivering the Company to the Administrative Agent: (i) all documentation and other information with respect to such Subsidiary required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act no later than five (5) Business Days prior to the date of such notice Agent (or such later date shorter period as may be agreed by the Administrative AgentAgent in its sole discretion); , designate any consolidated Subsidiary of the Company that is organized in a Designated Borrower Jurisdiction and that is engaged in a line of business that is substantially similar to those lines of businesses conducted by the Company and its Subsidiaries on the date hereof (iian “Applicant Borrower”) (A) solely as a Designated Borrower to receive Loans hereunder by delivering to the extent Administrative Agent (which shall promptly deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit E-1 (a “Designated Borrower Request and Assumption Agreement”). 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 such Additional Borrower is not already a Credit Party or such information or documents were not previously provided, all documents, updated schedules, instruments, certificates and agreements, and all other actions and “know your customer” information, then Beneficial Ownership Certification, 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 Required Lenders (or in respect the case of such Additional Borrower by Section 5.10 or by the Security Agreement“know your customer” information and Beneficial Ownership Certification, each Lender) in their sole discretion, including, without limitation, a perfected first priority pledge with respect to an Applicant Borrower that is organized under the laws of the Equity Interests of such Additional Borrower (without giving effect to any grace periods for delivery of such itemsGermany, the updating of such information or the taking of such actions), (B) a 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 Closing Date, and (C) a customary secretary’s certificate attaching such documents as were delivered by the original Borrower on the Closing Date; (iii) documentation reasonably evidence satisfactory to the Administrative Agent pursuant to which that such Applicant Borrower (i) each then-existing Borrower and Guarantor unconditionally Guarantees is an entity incorporated under the Borrowings laws of the Additional Borrower on terms substantially consistent with the Guarantors’ Guarantee Federal Republic of the initial Borrower’s obligations hereunder Germany as a limited liability company (Gesellschaft mit beschränkter Haftung) and (ii) satisfies asset, revenue, and minimum employee tests required under the laws of Germany to permit a U.S. Lender to lend to such Applicant Borrower and Notes signed by such new Borrowers to the extent any Lenders so require. 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, the Administrative Agent shall send a notice in substantially the form of Exhibit E-2 (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 (the “Designated Borrower Effective Date”), whereupon each Additional Borrower unconditionally Guarantees (or reconfirms its existing Guarantee) the Borrowings of each then-existing Borrower on terms substantially consistent with the Guarantors’ Guarantee of the initial Lenders agrees to permit such Designated Borrower 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 the Designated Borrower Effective Date applicable to such Designated Borrower’s obligations hereunder;. (ivb) The Obligations of the Company and each Designated Borrower that is a customary joinder Domestic Subsidiary shall be joint and several in nature. The Obligations of all Designated Borrowers that are Foreign Subsidiaries shall be several in nature. The Company shall execute a Guaranty in respect of any Designated Borrower prior to or on the Designated Borrower Effective Date applicable to such Designated Borrower. Any Designated Borrower that is a Domestic Subsidiary shall execute a Guaranty in respect of the Company’s and any other Designated Xxxxxxxx’s Obligations hereunder prior to or on the Designated Borrower Effective Date applicable to such Designated Borrower. In the case the Company designates a Designated Borrower, the Company and each Designated Borrower that is a Domestic Subsidiary shall execute and deliver to the Administrative Agent a reaffirmation agreement whereby the Additional Borrower becomes party hereto as a Borrower and appoints iCIMS as a “Borrower Agent” hereunder and under the other Loan Documents, in form and substance reasonably satisfactory to the Administrative AgentAgent in respect of such Person’s Guaranty prior to or on the Designated Borrower Effective Date applicable to such Designated Borrower so designated by the Company. (bc) After such deliveries, the appointment Each Subsidiary of the Additional Borrower shall be effective upon Company that becomes a “Designated Borrower” pursuant to this Section 2.16 hereby irrevocably appoints the effectiveness of an amendment Company as its agent for all purposes relevant to this Agreement and any applicable Loan Document necessary (in the reasonable judgment each of the Administrative Agentother 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 give effect 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 appointment Company in accordance with the terms of such Additional Borrower this Agreement shall be deemed to have been delivered to each Designated Borrower. (in form and substance reasonably acceptable d) The Company may from time to time, upon not less than 15 Business Days’ notice from the Company to the Administrative AgentAgent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), including amendments 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 disambiguate certain uses it, as of the word 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 foregoing, with respect to any Designated Borrower not organized under the laws of the United States or any State thereof (a “Designated Foreign Borrower” ”), no Lender shall be required to make Loans to such Designated Foreign Borrower and related no L/C Issuer shall be required to issue or amend any Letter of Credit for such Designated Foreign Borrower in the event that the making of such Loans or issuance or amendment of such Letter of Credit would reasonably be expected to (a) breach or violate any internal policy of such Lender or L/C Issuer or any law or regulation to which such Lender or L/C Issuer is subject, or would be upon the making of such Loan or issuance or amendment of such Letter of Credit or (b) result in materially adverse tax consequences to such Lender (any such Lender, a “Protesting Lender”); provided that (i) any Protesting Lender, which is relying solely on such internal policies as the basis for not making Loans or issuing or amending Letters of Credit may do so only if such internal policies are being applied by such Protesting Lender to all similarly situated borrowers seeking loans, letters of credit or other extensions of credit from or with respect to such jurisdiction; and (ii) each Protesting Lender shall use reasonable efforts to designate (or identify) a different lending office for funding or booking its Loans to such Designated Foreign Borrower or issuing or amending Letters of Credit for the account of such Designated Foreign Borrower or to assign (or identify for purposes of assignment of) its rights and obligations hereunder to make its Loans to, or issue or amend Letters of Credit for the account of, such Designated Foreign Borrower to another of its offices, branches or affiliates, if, in the good faith judgment of such Protesting Lender, such designation or assignment would permit it to make Loans to such Designated Foreign Borrower or issue or amend Letters of Credit for the account of such Designated Foreign Borrower and would not otherwise be materially disadvantageous to such Protesting Lender, as applicable (and the Company and the relevant Designated Foreign Borrower shall agree to pay all reasonable out-of-pocket costs and expenses incurred by such Lender or L/C Issuer in connection with any such designation or assignment). As soon as practicable (but in any event not more than five Business Days) after receipt of notice from the Company or the Administrative Agent of the Company’s intent to designate a Designated Foreign Borrower, any Protesting Lender shall notify the Company and the Administrative Agent in writing of its inability to lend to such Designated Foreign Borrower. The Company shall, effective on or before the date that such Designated Foreign Borrower shall have the right to borrow hereunder, either (A) with respect to each Protesting Lender, replace such Protesting Lender with Lenders willing (in their sole discretion) to increase their existing Commitments, or other financial institutions willing (in their sole discretion) to become Lenders and extend new commitments, on terms hereunderconsistent with Section 11.15, or (B) cancel its request to designate such Designated Foreign Borrower as a “Designated Borrower”.

Designation of Borrowers. (ai) The Borrower may from time to time designate one or more Additional Borrowers organized or existing under the laws of the United States, any state thereof or the District of Columbia, for purposes of this Agreement by delivering to the Administrative Agent: (ia) written notice (including via email) of election to become an Additional Borrower (an “Election to Participate”) duly executed on behalf of such Domestic Subsidiary and the Borrower (1) in the case of each of Dxxx & Bxxxxx’s of California, Inc., a California corporation, Dxxx & Buster’s of New York, Inc., a New York corporation, Dxxx & Buster’s of Illinois, Inc., an Illinois corporation, Tango Acquisition, Inc., a Delaware corporation, Main Event Entertainment, Inc., a Florida corporation and Dxxx & Buster’s I, LP, a Texas limited partnership (collectively, the “Specified Additional Borrower Entities”), at least five (5) Business Days prior to the proposed effectiveness of such election and (2) in the case of any other Domestic Subsidiary, at least ten (10) Business Days prior to the proposed effectiveness of such election; provided that, promptly upon receipt by the Administrative Agent of an Election to Participate, the Administrative Agent shall post such Election to Participate to the Lenders; provided further that, in the case of each of the Specified Additional Borrower Entities, such notices shall be deemed to have been given on the Second Amendment Effective Date; (b) solely to the extent such Additional Borrower is not already a Loan Party and to the extent required to satisfy the Collateral and Guarantee Requirement, a supplement to the Collateral Agreement, whereby such Additional Borrower shall confirm its Guarantee of the Obligations and grant or pledge thereunder, counterparts to the other Collateral Documents (if applicable) and any further documents, financing statements, agreements and instruments that the Administrative Agent may reasonably request to cause such Additional Borrower to satisfy the Collateral and Guarantee Requirement; (c) to the extent reasonably requested by the Administrative Agent, (A) a certificate of a Responsible Officer certifying that such merger or consolidation or other transaction and such supplement to this Agreement or any Loan Document (as applicable) are permitted under this Agreement, (B) a customary opinion of counsel to such Additional Borrower and (C) documentation substantially consistent with the documentation delivered on the Closing Date pursuant to Section 4.02(b) of this Agreement; (d) a customary joinder agreement in form and substance reasonably satisfactory to the Administrative Agent whereby the Additional Borrower shall become party hereto as a Borrower and appoint Dxxx & Buster’s, Inc. as a “Borrower Agent” hereunder and under the other Loan Documents; (e) all documentation and other information with in respect to such Subsidiary of the Additional Borrower (including, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in respect of the Borrower) required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, regulations (including without limitation the Patriot USA PATRIOT Act no later than five (5and Beneficial Ownership Regulations) Business Days prior to the date of such notice (or such later date as may be agreed that has been reasonably requested in writing by the Administrative Agent);Agent or any Lender; and (iif) (A) solely to at the extent such Additional Borrower is not already a Credit Party or such information or documents were not previously provided, all documents, updated schedules, instruments, certificates time of and agreements, and all other actions and information, then required by or in respect of such Additional Borrower by Section 5.10 or by the Security Agreement, including, without limitation, a perfected first priority pledge of the Equity Interests of such Additional Borrower (without immediately after giving effect to any grace periods for delivery the designation of such items, the updating of such information or the taking of such actions), (B) a legal opinion of counsel to the Additional Borrower relating to such Additional Borrower, in form no Event of Default or Default shall have occurred and substance consistent with that delivered in respect of the initial Borrower on the Closing Date, and (Cbe continuing. ii) a customary secretary’s certificate attaching such documents as were delivered After receipt by the original Borrower on the Closing Date; (iii) documentation reasonably satisfactory to the Administrative Agent pursuant to which (i) each then-existing Borrower and Guarantor unconditionally Guarantees the Borrowings of the Additional Borrower on terms substantially consistent with the Guarantors’ Guarantee of the initial Borrower’s obligations hereunder and (ii) each Additional Borrower unconditionally Guarantees (or reconfirms its existing Guarantee) the Borrowings of each then-existing Borrower on terms substantially consistent with the Guarantors’ Guarantee of the initial Borrower’s obligations hereunder; (iv) a customary joinder agreement whereby the Additional Borrower becomes party hereto as a Borrower and appoints iCIMS as a “Borrower Agent” hereunder and under the other Loan Documents, in form and substance reasonably satisfactory to the Administrative Agent. (b) After such deliveries, the appointment of the Additional Borrower shall be become effective upon the effectiveness of an amendment to this Agreement and any other applicable Loan Document necessary (in the reasonable judgment of the Administrative Agent) to give effect to the appointment of such Additional Borrower (in form and substance reasonably acceptable each of which shall be posted to the Lenders by the Administrative AgentAgent promptly after the date of effectiveness thereof), including amendments to disambiguate certain uses of the word “Borrower” and related terms hereunder and to provide for provisions allowing the resignation of a Borrower (which shall require, among other things, the appointment of a successor Bxxxxxxx if there is no other Additional Borrower at such time and the delivery of written notice to each Lender promptly following any such resignation), to allow for the resignation of such Additional Borrowers and to designate Dxxx & Buster’s, Inc. (or any other Additional Borrower designated by the Borrower from time to time) for notices as “Borrower Agent” and other administrative purposes hereunder, in each case, in form and substance reasonably satisfactory to the Administrative Agent. For the avoidance of doubt and notwithstanding anything to the contrary herein, in no event shall Dxxx & Buster’s, Inc. be permitted to resign as a Borrower.

Designation of Borrowers. (a) The Borrower may from time to time designate one or more Additional Borrowers for purposes of this Agreement by delivering to the Administrative Agent: (i) all documentation and other information with respect to such Subsidiary required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act no later than five (5) Business Days prior to the date of such notice (or such later date as may be agreed by the Administrative Agent); (ii) (A) solely to the extent such Additional Borrower is not already a Credit Party or such information or documents were not previously provided, 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 5.10 or by the Security Agreement, including, without limitation, a perfected first priority pledge of the Equity Interests of such Additional Borrower (without giving effect to any grace periods for delivery of such items, the updating of such information or the taking of such actions), (B) a 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 Closing Date, and (C) a customary secretary’s certificate attaching such documents as were delivered by the original Borrower on the Closing Date; (iii) documentation reasonably satisfactory to the Administrative Agent pursuant to which (i) each then-existing Borrower and Guarantor Guarantors unconditionally Guarantees the Borrowings of the Additional Borrower on terms substantially consistent with the Guarantors’ Guarantee of the initial Borrower’s obligations hereunder and (ii) each Additional Borrower unconditionally Guarantees (or reconfirms its existing Guarantee) the Borrowings of each then-existing Borrower on terms substantially consistent with the Guarantors’ Guarantee of the initial Borrower’s obligations hereunder; (iv) a customary joinder agreement whereby the Additional Borrower becomes party hereto as a Borrower and appoints iCIMS the Borrower as a “Borrower Agent” hereunder and under the other Loan Documents, in form and substance reasonably satisfactory to the Administrative Agent. (b) After such deliveries, the appointment of the Additional Borrower shall be effective upon the effectiveness of an amendment to this Agreement and any applicable Loan Document necessary (in the reasonable judgment of the Administrative Agent) to give effect to the appointment of such Additional Borrower (in form and substance reasonably acceptable to the Administrative Agent), including amendments to disambiguate certain uses of the word “Borrower” and related terms hereunder.

Designation of Borrowers. (a) The Notwithstanding anything to the contrary set forth herein (including Section 10.07 hereof) or in any other Loan Document, the Borrower may from time to time designate one or more Additional Borrowers organized or existing under the laws of the United States, any state thereof or the District of Columbia, for purposes of this Agreement by delivering to the Administrative Agent: (i) written notice (including via email) of election to become an Additional Borrower duly executed on behalf of the Borrower and the applicable Subsidiary of the Borrower making such election to become an Additional Borrower at least fifteen (15) Business Days prior to the proposed effectiveness of such election; provided that, promptly upon receipt by the Administrative Agent of such written notice, the Administrative Agent shall post such written notice to the Lenders; (ii) a supplement to the applicable Collateral Documents in form and substance reasonably satisfactory to the Administrative Agent, whereby such Additional Borrower shall confirm its Guaranty of the Obligations and grant or pledge thereunder and any further documents, financing statements, agreements and instruments that the Administrative Agent may reasonably request to cause such Additional Borrower to satisfy the Collateral and Guarantee Requirement; (iii) (A) a certificate of a Responsible Officer certifying that such designation and such joinders and supplements to this Agreement or any Loan Document (as applicable) are permitted under this Agreement, (B) legal opinions of counsel to such Additional Borrower including customary organization, due execution, no conflicts and enforceability opinions to the extent reasonably requested by the Administrative Agent and (C) to the extent requested by the Administrative Agent, documentation substantially consistent with the documentation delivered on the Second Restatement Effective Date pursuant to Section 4.01 of this Agreement; (iv) a customary joinder agreement in form and substance reasonably satisfactory to the Administrative Agent whereby the Additional Borrower shall become party hereto as a Borrower; (A) a supplement to the Guaranty (in form and substance reasonably satisfactory to the Administrative Agent) duly executed and delivered by each Guarantor (including Playa Resorts Holding B.V.), reaffirming its Guaranty of the Obligations (including the Additional Borrower’s obligations under this Agreement) and (B) a supplement to the applicable Collateral Documents (in form and substance reasonably satisfactory to the Administrative Agent and the Mexican Collateral Agent), duly executed and delivered by each Loan Party (including Playa Resorts Holding B.V.) confirming its grant or pledge thereunder; (vii) if requested by the Administrative Agent and/or the Mexican Collateral Agent, an amendment to or restatement of the applicable Mortgage (or other instrument reasonably satisfactory to the Administrative Agent) in form and substance reasonably satisfactory to the Administrative Agent and the Mexican Collateral Agent, duly executed and delivered by each mortgagor of a Mortgaged Property confirming that its obligations thereunder shall apply to the Additional Borrower’s obligations under this Agreement; (viii) all documentation and other information with in respect to such Subsidiary of the Additional Borrower (including, if the Additional Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in respect of the Additional Borrower) required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, regulations (including without limitation the Patriot USA PATRIOT Act no later than five (5and Beneficial Ownership Regulations) Business Days prior to the date of such notice (or such later date as may be agreed that has been reasonably requested in writing by the Administrative Agent);Agent or any Lender; and (iiix) (A) solely to at the extent such Additional Borrower is not already a Credit Party or such information or documents were not previously provided, all documents, updated schedules, instruments, certificates time of and agreements, and all other actions and information, then required by or in respect of such Additional Borrower by Section 5.10 or by the Security Agreement, including, without limitation, a perfected first priority pledge of the Equity Interests of such Additional Borrower (without immediately after giving effect to any grace periods for delivery the designation of such items, the updating of such information or the taking of such actions), (B) a legal opinion of counsel to the Additional Borrower relating to such Additional Borrower, in form no Event of Default or Default shall have occurred and substance consistent with that delivered in respect of the initial Borrower on the Closing Date, and (C) a customary secretary’s certificate attaching such documents as were delivered by the original Borrower on the Closing Date; (iii) documentation reasonably satisfactory to the Administrative Agent pursuant to which (i) each then-existing Borrower and Guarantor unconditionally Guarantees the Borrowings of the Additional Borrower on terms substantially consistent with the Guarantors’ Guarantee of the initial Borrower’s obligations hereunder and (ii) each Additional Borrower unconditionally Guarantees (or reconfirms its existing Guarantee) the Borrowings of each then-existing Borrower on terms substantially consistent with the Guarantors’ Guarantee of the initial Borrower’s obligations hereunder; (iv) a customary joinder agreement whereby the Additional Borrower becomes party hereto as a Borrower and appoints iCIMS as a “Borrower Agent” hereunder and under the other Loan Documents, in form and substance reasonably satisfactory to the Administrative Agentbe continuing. (b) After such deliveries, the appointment of the Additional Borrower shall be effective upon the effectiveness of an amendment to this Agreement and any applicable Loan Document necessary (in the reasonable judgment of the Administrative Agent) to give effect to the appointment of such Additional Borrower (in form and substance reasonably acceptable to the Administrative Agent), including amendments to disambiguate certain uses of the word “Borrower” and related terms hereunder.

Designation of Borrowers. (a) The Borrower may from time to time designate one or more Additional Borrowers organized in a jurisdiction within the U.S. for purposes of this Agreement by delivering to the Administrative Agent: (i) written notice (including via email) of election to become an Additional Borrower (an “Election to Participate”) duly executed on behalf of such Restricted Subsidiary and the Borrower two Business Days prior to the proposed effectiveness of such election, (ii) all documentation and other information with respect to such Subsidiary required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act Act, no later than five (5) two Business Days prior to the date of such notice (or such later date as may be agreed by the Administrative Agent); (iiiii) (A) solely to the extent such Additional Borrower is not already a Credit Party or such information or documents were not previously provided, 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 5.10 or by the Security Agreement, including, without limitation, a perfected first priority pledge of the Equity Interests of such Additional Borrower 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) a 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 Closing DateDate (provided that such legal opinion may be modified in form or substance in a manner satisfactory to the Administrative Agent in its sole discretion), and (C) a customary secretary’s certificate attaching such documents as were delivered by the original Borrower on the Closing Date; (iiiiv) documentation reasonably satisfactory to the Administrative Agent pursuant to which (i) each then-existing Borrower and Guarantor unconditionally Guarantees the Borrowings of the Additional Borrower on terms substantially consistent with the Guarantors’ Guarantee of the initial Borrower’s obligations hereunder and (ii) each Additional Borrower unconditionally Guarantees (or reconfirms its existing Guarantee) the Borrowings of each then-existing Borrower on terms substantially consistent with the Guarantors’ Guarantee of the initial Borrower’s obligations hereunder; (ivv) a certificate of a Responsible Officer of the Borrower stating that, as of the date the Additional Borrower joins this Agreement as such, no Default or Event of Default has occurred and is continuing; (vi) 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 X-0, Xxxxxxx X-0 and Exhibit H-3 (modified to reflect such Additional Borrower); and (vii) a customary joinder agreement whereby the Additional Borrower becomes party hereto as a Borrower and appoints iCIMS the Borrower as a “Borrower Agent” hereunder and under the other Loan Documents, in form and substance reasonably satisfactory to the Administrative Agent. (b) After such deliveries, the appointment of the Additional Borrower shall be effective upon the effectiveness of an amendment to this Agreement and any applicable Loan Document necessary (in the reasonable judgment of the Administrative Agent) to give effect to the appointment of such Additional Borrower (in form and substance reasonably acceptable to the Administrative Agent), including amendments to disambiguate certain uses of the word “Borrower” and related terms hereunder; provided, that, for the avoidance of doubt, the Administrative Agent shall not have any right to consent to the designation of any Additional Borrower and shall not be required to approve the addition of such Additional Borrower to the extent the requirements of Section 2.24(a) have been met.

Designation of Borrowers. (a) The Borrower may from time to time designate one or more Additional Borrowers organized in a jurisdiction within the U.S. for purposes of this Agreement by delivering to the Administrative Agent: (i) written notice (including via email) of election to become an Additional Borrower (an “Election to Participate”) duly executed on behalf of such Restricted Subsidiary and the Borrower two Business Days prior to the proposed effectiveness of such election, (ii) all documentation and other information with respect to such Subsidiary (including any requisite Beneficial Ownership Certification) required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act and the Beneficial Ownership Regulation, no later than five (5) three Business Days prior to the date of such notice (or such later date as may be agreed by the Administrative Agent) (which, for the avoidance of doubt, shall be provided to the Agent for further distribution to the Lenders consistent with the mechanics set forth in Section 5.01); (iiiii) (A) solely to the extent such Additional Borrower is not already a Credit Party or such information or documents were not previously providedParty, 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 5.10 or by the Security Agreement, including, without limitation, a perfected first priority pledge of the Equity Interests of such Additional Borrower 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) a 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 Closing DateDate (provided that such legal opinion may be modified in form or substance in a manner satisfactory to the Administrative Agent in its sole discretion), and (C) a customary secretary’s certificate attaching such documents as were delivered by the original Borrower on the Closing Date; (iiiiv) documentation reasonably satisfactory to the Administrative Agent pursuant to which (i) each then-existing Borrower and Guarantor unconditionally Guarantees the Borrowings of the Additional Borrower on terms substantially consistent with the Guarantors’ Guarantee of the initial Borrower’s obligations hereunder and (ii) solely to the extent such Additional Borrower is not already a Guarantor, each Additional Borrower unconditionally Guarantees (or reconfirms its existing Guarantee) the Borrowings of each then-existing Borrower on terms substantially consistent with the Guarantors’ Guarantee of the initial Borrower’s obligations hereunder; (ivv) a certificate of a Responsible Officer of the Borrower stating that, as of the date the Additional Borrower joins this Agreement as such, no Default or Event of Default has occurred and is continuing; (vi) 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 H-1 and Exhibit H-2 (modified to reflect such Additional Borrower); and (vii) a customary joinder agreement whereby the Additional Borrower becomes party hereto as a Borrower and appoints iCIMS the Borrower as a “Borrower Agent” hereunder and under the other Loan Documents, in form and substance reasonably satisfactory to the Administrative Agent. (b) After such deliveries, the appointment of the Additional Borrower shall be effective upon the effectiveness of an amendment to this Agreement and any applicable Loan Document necessary (in the reasonable judgment of the Administrative Agent) to give effect to the appointment of such Additional Borrower (in form and substance reasonably acceptable to the Administrative Agent), including amendments to disambiguate certain uses of the word “Borrower” and related terms hereunder; provided, that, for the avoidance of doubt, the Administrative Agent shall not have any right to consent to the designation of any Additional Borrower and shall not be required to approve the addition of such Additional Borrower to the extent the requirements of Section 2.24(a) have been met. (c) For the avoidance of doubt, the obligations of the Borrower and any Additional Borrowers under this Agreement and under the other Loan Documents are joint and several.

Designation of Borrowers. On or after the Closing Date, the Borrower Representative may, at any time and from time to time, designate any Subsidiary that is both a wholly owned Subsidiary and a Restricted Subsidiary as a “Borrower” by delivery to the Administrative Agent of a Borrower Joinder executed by such Subsidiary, each other Guarantor and the Borrower Representative; provided that: (a) The any such Restricted Subsidiary is organized in a Qualified Borrower may from time to time designate one or more Additional Borrowers Jurisdiction; (b) the representations and warranties set forth herein and in each other Credit Document shall be true and correct in all material respects on and as of the date of the Borrower Joinder for purposes such proposed Restricted Subsidiary becoming an additional Borrower with the same effect as though made on and as of this Agreement by delivering each of such dates (except to the Administrative Agent:extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date); (ic) no Default or Event of Default shall exist on and as of the date of the Borrower Joinder for such proposed Restricted Subsidiary becoming an additional Borrower; (d) the Administrative Agent and the Lenders shall have received all documentation and other information that the Administrative Agent or a Lender has requested in writing of the Borrower Representative with respect to any new Borrower at least ten days prior to the requested date of such Subsidiary joinder that they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationsAML Laws, including without limitation the Patriot Act no later than five (5) Business Days PATRIOT ACT, in each case, at least three days prior to the date of such notice joinder (or such later date shorter period as may be agreed by the Administrative AgentAgent shall otherwise agree); (iie) (A) solely such Restricted Subsidiary shall have delivered to the extent Administrative Agent a duly authorized, executed and delivered counterpart signature page to a Borrower Joinder; (f) if such Additional Borrower Restricted Subsidiary is not already a Credit Party on the date it becomes or is to become an additional Borrower pursuant to this Section 2.29, such information Restricted Subsidiary shall have delivered to the Collateral Agent duly authorized, executed and delivered copies of any Collateral Documents required to be entered into by such Restricted Subsidiary pursuant to Section 5.11 as applied to such Restricted Subsidiary becoming a Borrower hereunder and, regardless of whether such Restricted Subsidiary is a Credit Party on the date it becomes or documents were not previously providedis to become an additional Borrower hereunder, all documents, updated schedules, instruments, certificates and agreements, and all other actions and information, then required by or in Section 5.11 shall have been satisfied with respect of to such Additional Borrower by Section 5.10 or by the Security Agreement, including, without limitation, a perfected first priority pledge of the Equity Interests of such Additional Borrower Restricted Subsidiary (without giving effect to any grace periods for delivery of such items, the updating of such information or the taking of such actionsset forth therein), (B) a 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 Closing Date, and (C) a customary secretary’s certificate attaching such documents as were delivered by the original Borrower on the Closing Date; (iiig) documentation reasonably satisfactory to the Administrative Agent pursuant shall have received, to which (i) each then-existing Borrower and Guarantor unconditionally Guarantees the Borrowings extent requested thereby, customary opinions of the Additional Borrower on terms substantially consistent with the Guarantors’ Guarantee of the initial Borrower’s obligations hereunder and (ii) each Additional Borrower unconditionally Guarantees (or reconfirms its existing Guarantee) the Borrowings of each then-existing Borrower on terms substantially consistent with the Guarantors’ Guarantee of the initial Borrower’s obligations hereunder; (iv) a customary joinder agreement whereby the Additional Borrower becomes party hereto as a Borrower and appoints iCIMS as a “Borrower Agent” hereunder and under the other Loan Documents, in form and substance counsel reasonably satisfactory to the Administrative Agent.; and (h) the Administrative Agent shall have received: (bi) After recent corporate authorizations and Organizational Documents of, and specimen signatures for, such deliveriesRestricted Subsidiary, and (to the appointment extent available) a certificate of good standing for such Restricted Subsidiary as of a recent date from the Secretary of State or similar Governmental Authority of the Additional jurisdiction of its organization; and (ii) a certificate of an authorized signatory of such Restricted Subsidiary certifying the copies of the foregoing documents provided by it. Upon receipt thereof the Administrative Agent shall promptly transmit such Borrower Joinder and the related documents delivered pursuant to this Section 2.29 to each of the Lenders, and such Restricted Subsidiary shall be effective upon the effectiveness of an amendment to deemed a Borrower for all purposes under this Agreement and any applicable Loan Document necessary (in the reasonable judgment of the Administrative Agent) to give effect to the appointment of such Additional Borrower (in form and substance reasonably acceptable to the Administrative Agent), including amendments to disambiguate certain uses of the word “Borrower” and related terms hereunderother Credit Documents.

Designation of Borrowers. (a) The Borrower may from time to time designate one or more Additional Borrowers organized in the United States, any state or subdivision thereof, for purposes of this Agreement Agreement, by delivering to the Administrative Agent: (i) written notice (including via email) of election to become an Additional Borrower duly executed on behalf of such Restricted Subsidiary and the Borrower two Business Days prior to the proposed effectiveness of such election, (ii) all documentation and other information with respect to such Subsidiary (including any requisite Beneficial Ownership Certification) reasonably requested by the Administrative Agent and required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act and the Beneficial Ownership Regulation, no later than five (5) two Business Days prior to the date of such notice effectiveness (or such later date as may be agreed by the Administrative Agent); (iiiii) (A) solely to the extent such Additional Borrower is not already a Credit Party or such information or documents were not previously providedParty, 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 5.10 or by the Security Agreement, including, without limitation, a perfected first priority pledge of the Equity Interests of such Additional Borrower 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, a 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 Closing DateDate (provided that (x) if such Additional Borrower is organized in a jurisdiction where legal opinions are not customarily provided by a borrower’s legal counsel, no such legal opinion shall be required or such opinion shall be provided by counsel to the Administrative Agent (if customary to do so), and (y) any such legal opinion may be modified in form or substance in a manner satisfactory to the Administrative Agent in its reasonable discretion), and (C) a customary secretary’s certificate attaching such documents as were delivered by the original Borrower on the Closing Date; (iiiiv) documentation Documentation reasonably satisfactory to the Administrative Agent pursuant to which (i) each then-then existing Borrower and Guarantor unconditionally Guarantees the Borrowings of the Additional Borrower on terms substantially consistent with the Guarantors’ Guarantee of the initial Borrower’s obligations hereunder and (ii) solely to the extent such Additional Borrower is not already a Guarantor, each Additional Borrower unconditionally Guarantees (or reconfirms its existing Guarantee) the Borrowings of each then-existing Borrower on terms substantially consistent with the Guarantors’ Guarantee Guarantor’s Gurantee of the initial Borrower’s obligations hereunder; (ivv) 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 H-1 and Exhibit H-2 (modified to reflect such Additional Borrower); and (vi) a customary joinder agreement in form and substance reasonably satisfactory to the Administrative Agent whereby the Additional Borrower becomes party hereto as a Borrower and appoints iCIMS as a “Borrower Agent” hereunder and under the other Loan Documents, in form and substance reasonably satisfactory to the Administrative AgentBorrower. (b) After such deliveries, the appointment of the Additional Borrower shall be effective upon the effectiveness of an amendment to this Agreement and any applicable Loan Document necessary (in the reasonable judgment of the Administrative Agent) to give effect to the appointment of such Additional Borrower (in form and substance reasonably acceptable to the Administrative Agent), including amendments to disambiguate certain uses of the word “Borrower” and related terms hereunder); provided, that, for the avoidance of doubt, the Administrative Agent shall not have any right to consent to the designation of any Additional Borrower and shall not be required to approve the addition of such Additional Borrower to the extent the requirements of Section 2.23(a) have been met.

Designation of Borrowers. (a) The Borrower Company may at any time, upon not less than 15 Business Days’ notice from time to time designate one or more Additional Borrowers for purposes of this Agreement by delivering the Company to the Administrative Agent: (i) all documentation and other information with respect to such Subsidiary required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act no later than five (5) Business Days prior to the date of such notice Agent (or such later date shorter period as may be agreed by the Administrative AgentAgent in its sole discretion); , designate any consolidated Subsidiary of the Company that is organized in a Designated Borrower Jurisdiction and that is engaged in a line of business that is substantially similar to those lines of businesses conducted by the Company and its Subsidiaries on the date hereof (iian “Applicant Borrower”) (A) solely as a Designated Borrower to receive Loans hereunder by delivering to the extent Administrative Agent (which shall promptly deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit E-1 (a “Designated Borrower Request and Assumption Agreement”). 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 such Additional Borrower is not already a Credit Party or such information or documents were not previously provided, all documents, updated schedules, instruments, certificates and agreements, and all other actions and “know your customer” information, then Beneficial Ownership Certification, 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 Required Lenders (or in respect the case of such Additional Borrower by Section 5.10 or by the Security Agreement“know your customer” information and Beneficial Ownership Certification, each Lender) in their sole discretion, including, without limitation, a perfected first priority pledge with respect to an Applicant Borrower that is organized under the laws of the Equity Interests of such Additional Borrower (without giving effect to any grace periods for delivery of such itemsGermany, the updating of such information or the taking of such actions), (B) a 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 Closing Date, and (C) a customary secretary’s certificate attaching such documents as were delivered by the original Borrower on the Closing Date; (iii) documentation reasonably evidence satisfactory to the Administrative Agent pursuant to which that such Applicant Borrower (i) each then-existing Borrower and Guarantor unconditionally Guarantees is an entity incorporated under the Borrowings laws of the Additional Borrower on terms substantially consistent with the Guarantors’ Guarantee Federal Republic of the initial Borrower’s obligations hereunder Germany as a limited liability company (Gesellschaft mit beschränkter Haftung) and (ii) satisfies asset, revenue, and minimum employee tests required under the laws of Germany to permit a U.S. Lender to lend to such Applicant Borrower and Notes signed by such new Borrowers to the extent any Lenders so require. 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, the Administrative Agent shall send a notice in substantially the form of Exhibit E-2 (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 (the “Designated Borrower Effective Date”), whereupon each Additional Borrower unconditionally Guarantees (or reconfirms its existing Guarantee) the Borrowings of each then-existing Borrower on terms substantially consistent with the Guarantors’ Guarantee of the initial Lenders agrees to permit such Designated Borrower 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 the Designated Borrower Effective Date applicable to such Designated Borrower. (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. The Company shall execute a Guaranty in respect of any Designated Borrower prior to or on the Designated Borrower Effective Date applicable to such Designated Borrower. Any Designated Borrower that is a Domestic Subsidiary shall execute a Guaranty in respect of the Company’s and any other Designated Borrower’s obligations hereunder; (iv) Obligations hereunder prior to or on the Designated Borrower Effective Date applicable to such Designated Borrower. In the case the Company designates a customary joinder Designated Borrower, the Company and each Designated Borrower that is a Domestic Subsidiary shall execute and deliver to the Administrative Agent a reaffirmation agreement whereby the Additional Borrower becomes party hereto as a Borrower and appoints iCIMS as a “Borrower Agent” hereunder and under the other Loan Documents, in form and substance reasonably satisfactory to the Administrative AgentAgent in respect of such Person’s Guaranty prior to or on the Designated Borrower Effective Date applicable to such Designated Borrower so designated by the Company. (bc) After such deliveries, the appointment Each Subsidiary of the Additional Borrower shall be effective upon Company that becomes a “Designated Borrower” pursuant to this Section 2.16 hereby irrevocably appoints the effectiveness of an amendment Company as its agent for all purposes relevant to this Agreement and any applicable Loan Document necessary (in the reasonable judgment each of the Administrative Agentother 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 give effect 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 appointment Company in accordance with the terms of such Additional Borrower this Agreement shall be deemed to have been delivered to each Designated Borrower. (in form and substance reasonably acceptable d) The Company may from time to time, upon not less than 15 Business Days’ notice from the Company to the Administrative AgentAgent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), including amendments 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 disambiguate certain uses it, as of the word 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 foregoing, with respect to any Designated Borrower not organized under the laws of the United States or any State thereof (a “Designated Foreign Borrower” ”), no Lender shall be required to make Loans to such Designated Foreign Borrower and related no L/C Issuer shall be required to issue or amend any Letter of Credit for such Designated Foreign Borrower in the event that the making of such Loans or issuance or amendment of such Letter of Credit would reasonably be expected to (a) breach or violate any internal policy of such Lender or L/C Issuer or any law or regulation to which such Lender or L/C Issuer is subject, or would be upon the making of such Loan or issuance or amendment of such Letter of Credit or (b) result in materially adverse tax consequences to such Lender (any such Lender, a “Protesting Lender”); provided that (i) any Protesting Lender, which is relying solely on such internal policies as the basis for not making Loans or issuing or amending Letters of Credit may do so only if such internal policies are being applied by such Protesting Lender to all similarly situated borrowers seeking loans, letters of credit or other extensions of credit from or with respect to such jurisdiction; and (ii) each Protesting Lender shall use reasonable efforts to designate (or identify) a different lending office for funding or booking its Loans to such Designated Foreign Borrower or issuing or amending Letters of Credit for the account of such Designated Foreign Borrower or to assign (or identify for purposes of assignment of) its rights and obligations hereunder to make its Loans to, or issue or amend Letters of Credit for the account of, such Designated Foreign Borrower to another of its offices, branches or affiliates, if, in the good faith judgment of such Protesting Lender, such designation or assignment would permit it to make Loans to such Designated Foreign Borrower or issue or amend Letters of Credit for the account of such Designated Foreign Borrower and would not otherwise be materially disadvantageous to such Protesting Lender, as applicable (and the Company and the relevant Designated Foreign Borrower shall agree to pay all reasonable out-of-pocket costs and expenses incurred by such Lender or L/C Issuer in connection with any such designation or assignment). As soon as practicable (but in any event not more than five Business Days) after receipt of notice from the Company or the Administrative Agent of the Company’s intent to designate a Designated Foreign Borrower, any Protesting Lender shall notify the Company and the Administrative Agent in writing of its inability to lend to such Designated Foreign Borrower. The Company shall, effective on or before the date that such Designated Foreign Borrower shall have the right to borrow hereunder, either (A) with respect to each Protesting Lender, replace such Protesting Lender with Lenders willing (in their sole discretion) to increase their existing Commitments, or other financial institutions willing (in their sole discretion) to become Lenders and extend new commitments, on terms hereunderconsistent with Section 11.15, or (B) cancel its request to designate such Designated Foreign Borrower as a “Designated Borrower”.

Designation of Borrowers. (a) The Borrower Agent may from time to time designate one or more Additional Borrowers organized in the United States, any state thereof, the District of Columbia, Luxembourg or Jersey, in each case for purposes of this Agreement Agreement, by delivering to the Administrative Agent: (i) written notice (including via email) of election to become an Additional Borrower duly executed on behalf of such Restricted Subsidiary and the Borrowers two Business Days prior to the proposed effectiveness of such election, (ii) all documentation and other information with respect to such Subsidiary (including any requisite Beneficial Ownership Certification) reasonably requested in writing by the Administrative Agent and required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act and the Beneficial Ownership Regulation, no later than five (5) two Business Days prior to the date of such notice effectiveness (or such later date as may be agreed by the Administrative Agent); (iiiii) (A) solely to the extent such Additional Borrower is not already a Credit Party or such information or documents were not previously providedParty, 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 5.10 or by the Security Agreement, including, without limitation, a perfected first priority pledge of the Equity Interests of such Additional Borrower 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, a 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 Initial Borrower on the Closing DateDate (provided that (x) if such Additional Borrower is organized in a jurisdiction where legal opinions are not customarily provided by a borrower’s legal counsel, no such legal opinion shall be required or such opinion shall be provided by counsel to the Required Lenders (if customary to do so), and (y) any such legal opinion may be modified in form or substance in a manner satisfactory to the Administrative Agent in its reasonable discretion), and (C) a customary secretary’s certificate attaching such documents as were delivered by the original Initial Borrower on the Closing Date; (iiiiv) documentation [reserved]; (v) promissory notes in respect of such Additional Borrower in favor of any Lender requesting such promissory notes, in form and substance consistent with the Note set forth in Exhibit H (modified to reflect such Additional Borrower); and (vi) a customary joinder agreement in form and substance reasonably satisfactory to the Administrative Agent pursuant to which (i) each then-existing Borrower and Guarantor unconditionally Guarantees the Borrowings of the Additional Borrower on terms substantially consistent with the Guarantors’ Guarantee of the initial Borrower’s obligations hereunder and (ii) each Additional Borrower unconditionally Guarantees (or reconfirms its existing Guarantee) the Borrowings of each then-existing Borrower on terms substantially consistent with the Guarantors’ Guarantee of the initial Borrower’s obligations hereunder; (iv) a customary joinder agreement whereby the Additional Borrower becomes party hereto as a Borrower and appoints iCIMS the Initial Borrower (or such other Subsidiary of Holdings as a shall be the Borrower Agent at such time) as “Borrower Agent” hereunder and under the other Loan Documents, in form and substance reasonably satisfactory to the Administrative Agent. (b) After such deliveries, the appointment of the Additional Borrower shall be effective upon the effectiveness of an amendment to this Agreement and any applicable Loan Document necessary (in the reasonable judgment of the Administrative Agent) to give effect to the appointment of such Additional Borrower (in form and substance reasonably acceptable to the Administrative Agent), including amendments to disambiguate certain uses of the word “Borrower” and related terms hereunder.

Designation of Borrowers. (a) The Borrower Borrowers may from time to time designate one or more Additional Borrowers for purposes of this Agreement (which such designated Additional Borrowers shall be reasonably satisfactory to the Administrative Agent), by delivering to the Administrative Agent: (i) written notice of election to become an Additional Borrower (an “Election to Participate”) duly executed on behalf of such Restricted Subsidiary and the Borrowers five Business Days prior to the proposed effectiveness of such election, (ii) all documentation and other information with respect to such Subsidiary (including any requisite Beneficial Ownership Certification) required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act and the Beneficial Ownership Regulation, no later than five (5) Business Days prior to the date of such notice (or such later date as may be agreed by the Administrative Agent); (iiiii) (A) solely to the extent such Additional Borrower is not already a Credit Party or such information or documents were not previously provided, 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 5.10 or by the Security Agreement, including, without limitation, a perfected first priority pledge of the Equity Interests of such Additional Borrower 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) a 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 Borrowers on the Closing Date, and (C) a customary secretary’s certificate attaching such documents as were delivered by the original Borrower Borrowers on the Closing Date; (iiiiv) documentation reasonably satisfactory to the Administrative Agent pursuant to which (i) each then-existing Borrower and Guarantor unconditionally Guarantees the Borrowings of the Additional Borrower on terms substantially consistent with the Guarantors’ Guarantee of the initial Borrower’s Borrowers’ obligations hereunder and (ii) each Additional Borrower unconditionally Guarantees (or reconfirms its existing Guarantee) the Borrowings of each then-existing Borrower on terms substantially consistent with the Guarantors’ Guarantee of the initial Borrower’s Borrowers’ obligations hereunder; (ivv) a certificate of a Responsible Officer of Borrower Representative stating that, as of the date the Additional Borrower joins this Agreement as such, no Default or Event of Default has occurred and is continuing; (vi) 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 X-0, Xxxxxxx X-0 and Exhibit H-3 (modified to reflect such Additional Borrower); and (vii) a customary joinder agreement whereby the Additional Borrower becomes party hereto as a Borrower and appoints iCIMS Borrower Representative as a “Borrower Agent” hereunder and under the other Loan Documents, in form and substance reasonably satisfactory to the Administrative Agent. (b) After such deliveries, the appointment of the Additional Borrower shall be effective upon the effectiveness of an amendment to this Agreement and any applicable Loan Document necessary (in the reasonable judgment of the Administrative Agent) to give effect to the appointment of such Additional Borrower (in form and substance reasonably acceptable to the Administrative Agent), including amendments to disambiguate certain uses of the word “Borrower” and related terms hereunder.

Designation of Borrowers. (a) The Borrower Parent may from time to time designate one or more Additional Designated Revolving Borrowers for purposes of this Agreement (subject to the requirements of Section 2.01(c) and the definition of “Designated Revolving Borrower”) by delivering to the Administrative Agent: Agent (i) a Joinder Agreement in substantially the form attached as Exhibit J hereto (the “Joinder Agreement”), (ii) a Debtor Joinder Agreement with respect to the Intercreditor Agreement duly executed by such Subsidiary and the Borrower Representative five (5) Business Days prior to the proposed effectiveness of such election, (iii) all documentation and other information with respect to such Subsidiary required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot USA PATRIOT Act no later than five (5) Business Days prior to the date of such notice (or such later date as may be agreed by the Administrative Agent); ) and (iiiv) (A) solely such documents as set out in Section 4.01(b)(i) as they relate to such Designated Revolving Borrower and (as the case may be) its shareholders (as if references to certified copy documents are to those documents in sub-paragraph (A) above of this paragraph (iii) and reference to the extent such Additional “Closing Date” being the date on which it becomes a Designated Revolving Borrower is not already a Credit Party or such information or documents were not previously provided, all documents, updated schedules, instruments, certificates hereunder); and agreements, and all other actions and information, then required by or in respect of such Additional Borrower by Section 5.10 or by the Security Agreement, including, without limitation, a perfected first priority pledge of the Equity Interests of such Additional Borrower (without giving effect to any grace periods for delivery of such items, the updating of such information or the taking of such actions), (B) a legal opinion of local 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 Closing Date, and (C) a customary secretary’s certificate attaching such documents as were delivered by the original Borrower on the Closing Date; (iii) documentation reasonably satisfactory to the Administrative Agent pursuant (or if customary in the relevant jurisdiction or otherwise, to which (isuch Designated Revolving Borrower) each then-existing relating to such Designated Revolving Borrower and Guarantor unconditionally Guarantees covering matters customarily covered by such opinion from such counsel in the Borrowings of the Additional Borrower on terms substantially consistent with the Guarantors’ Guarantee of the initial Borrower’s obligations hereunder and (ii) each Additional Borrower unconditionally Guarantees (or reconfirms its existing Guarantee) the Borrowings of each then-existing Borrower on terms substantially consistent with the Guarantors’ Guarantee of the initial Borrower’s obligations hereunder; (iv) a customary joinder agreement whereby the Additional Borrower becomes party hereto as a Borrower and appoints iCIMS as a “Borrower Agent” hereunder and under the other Loan Documents, relevant jurisdiction for such accession in form and substance reasonably satisfactory to the Administrative Agent; and (C) a copy of each Collateral Document as the Administrative Agent may reasonably request (but always in accordance with Section 6.12 and the Guarantee and Security Principles with respect to Foreign Subsidiaries for accession of any Guarantor and (as applicable) substantially on the same terms as Collateral Documents already in existence), in each case executed by such Designated Revolving Borrower. (b) Parent may terminate the status of any Subsidiary as a Designated Revolving Borrower for purpose of making further Revolving Credit Borrowings under this Agreement by delivering to the Administrative Agent a written notice of election to terminate such status as a Designated Revolving Borrower (an “Election to Terminate”) duly executed on behalf of such Subsidiary and Parent; provided, at the time of such Election to Terminate, such Subsidiary shall have no Revolving Credit Loans, Ancillary Outstandings or L/C Obligations, and no interest, fees or other amounts shall be then due and payable under the Loan Documents by such Subsidiary. After such deliveries, the appointment delivery of an Election to Terminate in accordance with the requirements of the Additional preceding sentence such Subsidiary shall be relieved of its obligations under this Agreement as a Designated Revolving Borrower (other than in respect of unpaid fees and interest accrued on or prior to the date of such termination) and the commitments of the Revolving Credit Lenders to make any Credit Extension or any extension of credit under any Ancillary Facility with respect to such Designated Revolving Borrower shall be effective upon irrevocably and permanently terminated, but after the effectiveness delivery of an amendment such Election to Terminate such Subsidiary shall still be deemed to be a Subsidiary Guarantor under this Agreement and the delivery of such an Election to Terminate shall not affect the obligations of any applicable other Designated Revolving Borrower under this Agreement or any other Loan Document necessary (in the reasonable judgment of the Administrative Agent) to give effect to the appointment of such Additional Borrower (in form and substance reasonably acceptable to the Administrative Agent), including amendments to disambiguate certain uses of the word “or thereafter incurred by any other Designated Revolving Borrower” and related terms hereunder.