Common use of Foreign Borrowers Clause in Contracts

Foreign Borrowers. (a) As of the Closing Date, the U.K. Borrower and the Canadian Borrower shall be Foreign Borrowers for purposes of this Agreement and the other Loan Documents. Thereafter, the Company may at any time, upon not less than 20 Business Days’ notice from the Company to the Administrative Agent, request that any wholly-owned Foreign Subsidiary of the Company (an “Applicant Borrower”) be designated as a Foreign Borrower to receive Loans hereunder by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit 2.15(a)(i) (a “Foreign 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 supporting resolutions, incumbency certificates, opinions of counsel and other documents or information (including information required by the USA PATRIOT Act), in form, content and scope reasonably satisfactory to the Administrative Agent, as may be required by the Administrative Agent in its sole discretion, and Notes signed by such new Foreign Borrowers to the extent any Lenders so require. If the Administrative Agent and the Lenders agree in writing 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 2.15(a)(ii) (a “Foreign Borrower Notice”) to the Company and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Foreign Borrower for purposes hereof, whereupon each of the Lenders agrees to permit such Foreign Borrower to receive Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Foreign Borrower otherwise shall be a Borrower for all purposes of this Agreement; provided that no Committed Loan Notice may be submitted by or on behalf of such Foreign Borrower until the date five Business Days after such effective date.

Foreign Borrowers. (a) As of Notwithstanding anything in Section 9.02 to the contrary, following the Closing Date, the U.K. Lead Borrower and the Canadian Borrower shall be may add one or more of its Foreign Borrowers for purposes of this Agreement and the other Loan Documents. Thereafter, the Company may at any time, upon not less than 20 Business Days’ notice from the Company to the Administrative Agent, request Subsidiaries that any wholly-is a wholly owned Foreign Subsidiary of the Company (as an “Applicant Borrower”) be designated as a additional Foreign Borrower to receive Loans hereunder under the Initial Revolving Facility by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit 2.15(a)(i) (a “Foreign Borrower Request Agreement executed by such Foreign Subsidiary and Assumption Agreement”)the Lead Borrower. The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the credit facilities provided for herein As soon as practicable upon receipt thereof, the Administrative Agent and will post a copy of such Foreign Borrower Agreement and, if applicable, a Foreign Borrower Amendment (as defined below) to the Lenders shall have received Lenders. If the applicable additional Foreign Borrower is, or if an existing Borrower is merged, consolidated or amalgamated with or into a Person that is, organized or incorporated under the laws of, or for applicable Tax purposes is resident of or treated as engaged in a trade or business in, or having a paying agent in, any jurisdiction other than a jurisdiction under the laws of which at least one of the then-existing Borrowers is organized or incorporated on the date such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information (including information required by the USA PATRIOT Act), in form, content and scope reasonably satisfactory Foreign Borrower Agreement is delivered to the Administrative Agent, as may be required by the Administrative Agent in its sole discretion, and Notes signed by such new Foreign Borrowers a condition to the extent any Lenders so require. If the Administrative Agent and the Lenders agree in writing that an Applicant effectiveness of such Foreign Borrower Agreement, there 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 2.15(a)(ii) an amendment (a “Foreign Borrower NoticeAmendment”) to the Company Loan Documents (including, without limitation, Section 3.11 of this Agreement and the Lenders specifying definition of “Excluded Taxes”), which amendment must be as mutually agreed by the effective date upon which Administrative Agent, the Applicant Borrower shall constitute a Lead Borrower, the applicable additional Foreign Borrower for purposes hereof, whereupon each and the Required Revolving Lenders (provided that no such amendment shall materially adversely affect the rights of any Revolving Lender that has not consented to such amendment). After five (5) Business Days have elapsed after the Lenders agrees to permit posting of such Foreign Borrower Agreement and, if applicable, Foreign Borrower Amendment, subject to receive Loans hereunder, on receipt by the terms Revolving Lenders and conditions set forth herein, and each the Administrative Agent at least three (3) Business Days prior to the effectiveness of the parties agrees that such Foreign Borrower otherwise Agreement of such documentation and other information reasonably requested by the Revolving Lenders or the Administrative Agent for purposes of complying with all necessary “know your customer” or other similar checks under all applicable laws and regulations (including the Beneficial Ownership Regulation), such Foreign Subsidiary shall be a Borrower for all purposes of this Agreement be a Foreign Borrower hereunder unless the Administrative Agent shall theretofore have received written notice from any Revolving Lender (an “Objecting Lender”) under the Initial Revolving Facility, or the Administrative Agent shall itself have delivered a notice to the Company, that (i) it is unlawful under United States federal or state or foreign law for such Objecting Lender or the Administrative Agent, as the case may be, to make Loans or otherwise extend credit to or do business with such Foreign Subsidiary as provided herein or (ii) such Objecting Lender or the Administrative Agent, as the case may be, is prevented by its generally applicable operational or administrative procedures or other generally applicable internal policies from extending credit to such Foreign Subsidiary or to Persons in the jurisdiction in which such Foreign Subsidiary is organized or located (a “Notice of Objection”), in which case such Foreign Borrower Agreement shall not become effective unless, within the period of five (5) Business Days referred to above, such Objecting Lender or the Administrative Agent, as the case may be, (i) withdraws such Notice of Objection or (ii) so long as no Event of Default has occurred and is continuing, in the case of an Objecting Lender, ceases to be a Revolving Lender hereunder, including pursuant to Section 2.19(b)). Upon the execution by the Lead Borrower and the Foreign Borrower and delivery to the Administrative Agent of a Foreign Borrower Termination with respect to such Foreign Borrower, such Foreign Borrower shall cease to be a Foreign Borrower and a party to this Agreement; provided that no Committed Foreign Borrower Termination will become effective as to any Foreign Borrower (other than to terminate such Foreign Borrower’s right to make further Borrowings under this Agreement) at a time when any Loan Notice may be submitted by or on behalf of to such Foreign Borrower until shall be outstanding hereunder. Promptly following receipt of any Foreign Borrower Agreement or Foreign Borrower Termination, the date five Business Days after Administrative Agent shall post a copy thereof for the Lenders. Notwithstanding the foregoing, no Foreign Subsidiary may become a Foreign Borrower if any Revolving Lender would be prohibited by applicable Law from making loans to such effective dateForeign Subsidiary. Any obligations in respect of borrowings by any Foreign Borrower under this Agreement will constitute “Obligations” and “Secured Obligations” for all purposes of the Loan Documents.

Foreign Borrowers. (a) As of the Closing Date, the U.K. Borrower and the Canadian Borrower shall be Foreign Borrowers for purposes of this Agreement and the other Loan Documents. Thereafter, the The Company may at any timemay, upon not less than 20 fifteen (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 reasonable discretion), request that designate any wholly-owned Foreign Subsidiary of the Company (an “Applicant Borrower”) be designated that is (i) a Wholly Owned Subsidiary of the Company and (ii) a Foreign Subsidiary, as a Foreign Borrower to receive Loans hereunder by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit 2.15(a)(i) O (a “Foreign Borrower Request and Assumption AgreementRequest”). The parties hereto acknowledge and agree that prior to any such Applicant Borrower becoming entitled to utilize the credit facilities provided for herein herein, (x) the Administrative Agent and the Lenders shall have received received, without limitation, (i) such supporting resolutions, incumbency certificates, commercial register excerpts, memorandum and/or articles of association, by-laws, any other constitutional or organizational documents, opinions of counsel (including a legal opinion as to withholding Taxes applicable with respect to any payment made by such Subsidiary) and other documents documents, confirmations or information (including the information required by the USA PATRIOT Actto be provided pursuant to Sections 3.3 and 10.17), in form, content and scope reasonably satisfactory to the Administrative Agent, as may be required by the Administrative Agent or the Required Lenders in their reasonable discretion (collectively, the “Applicant Borrower Documents”), (ii) from each Foreign Parent of such Applicant Borrower (other than the Company, any Company Guarantor and any Immaterial Subsidiary), a fully executed Foreign Parent Guaranty Agreement or Foreign Parent Guaranty Joinder Agreement, as applicable, (iii) for any Applicant Borrower (other than Itron Metering Solutions Luxembourg) that is not a direct or indirect Subsidiary of Itron Metering Solutions Luxembourg (or, in the event Itron Metering Solutions Luxembourg and its sole discretionSubsidiaries do not constitute a majority of the assets and revenues of the Company’s Foreign Subsidiaries, measured in the case of assets, based on the most recent financial statements delivered to the Administrative Agent pursuant to Section 5.1(a) or (b), and in the case of revenues, over the most recent four-quarter period for which financial statements have been delivered to the Administrative Agent pursuant to Section 5.1(a) or (b)), such guarantees as the Administrative Agent shall have reasonably determined, in consultation with all the Company, are required, (iv) Notes signed by such new Foreign Borrowers Applicant Borrower to the extent any Lenders or Issuing Lenders so requirerequest and (v) such amendments or other modifications to this Agreement and the other Credit Documents that are not materially adverse to the interests of the Lenders as may reasonably be requested by the Administrative Agent to effect the addition of such Applicant Borrower as a Foreign Borrower, and (y) the Administrative Agent shall have reasonably determined, in consultation with all the Lenders, that designating such Applicant Borrower as a Foreign Borrower would not violate the internal policies of any Lender or cause any Lender to suffer any economic, legal or regulatory disadvantage (including with respect to Tax or registration requirements; provided that that no Lender shall be deemed to suffer any such disadvantage on account of any withholding Tax being applicable to any payment made by such Applicant Borrower to the extent that the applicable Credit Parties agree to treat any such withholding Tax as an Indemnified Tax, in which case no such legal opinion as to such withholding Tax shall be required). If the Administrative Agent and the Lenders agree in writing that an the Applicant Borrower shall be entitled to receive Loans hereunderhereunder (which decision shall be in their sole discretion; provided that it is understood and agreed that, (A) the German Borrowers, (B) the Luxembourg Borrowers and (C) the U.K. Borrowers shall be entitled to receive Loans hereunder upon compliance with the requirements of this Section 2.23), then promptly following receipt of all such required or requested resolutions, incumbency certificates, opinions of counsel and other documents or informationApplicant Borrower Documents, the Administrative Agent shall send a notice in substantially the form of Exhibit 2.15(a)(ii) (a “Foreign Borrower Notice”) to the Company and the Lenders specifying the effective date upon which the requested Applicant Borrower shall constitute a Foreign Borrower for purposes hereof, whereupon each of the Lenders agrees to permit such Foreign Borrower to receive Loans hereunder, on the terms and conditions set forth herein, and each of the parties hereto agrees that such Foreign Borrower otherwise shall be a Borrower for all purposes of this Agreement; provided that no Committed Loan Notice of Borrowing may be submitted by or on behalf of such Foreign Borrower until the date that is five (5) Business Days after such effective date.

Foreign Borrowers. (a) As of the Closing Date, the U.K. Borrower and the Canadian Borrower shall be Foreign Borrowers for purposes of this Agreement and the other Loan Documents. Thereafter, the The Company may at any timemay, upon not less than 20 fifteen (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 reasonable discretion), request that designate any wholly-owned Foreign Subsidiary of the Company (an “Applicant Borrower”) be designated that is (i) a Wholly Owned Subsidiary of the Company and (ii) a Foreign Subsidiary, as a Foreign Borrower to receive Loans hereunder by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit 2.15(a)(i) O (a “Foreign Borrower Request and Assumption AgreementRequest”). The parties hereto acknowledge and agree that prior to any such Applicant Borrower becoming entitled to utilize the credit facilities provided for herein herein, (x) the Administrative Agent and the Lenders shall have received received, without limitation, (i) such supporting resolutions, incumbency certificates, commercial register excerpts, memorandum and/or articles of association, by-laws, any other constitutional or organizational documents, opinions of counsel (including a legal opinion as to withholding Taxes applicable with respect to any payment made by such Subsidiary) and other documents documents, confirmations or information (including the information required by the USA PATRIOT Actto be provided pursuant to Sections 3.3 and 10.17), in form, content and scope reasonably satisfactory to the Administrative Agent, as may be required by the Administrative Agent or the Required Lenders in their reasonable discretion (collectively, the “Applicant Borrower Documents”), (ii) from each Foreign Parent of such Applicant Borrower (other than the Company, any Company Guarantor and any Immaterial Subsidiary), a fully executed Foreign Parent Guaranty Agreement or Foreign Parent Guaranty Joinder Agreement, as applicable, (iii) for any Applicant Borrower (other than Itron Metering Solutions Luxembourg) that is not a direct or indirect Subsidiary of Itron Metering Solutions Luxembourg (or, in the event Itron Metering Solutions Luxembourg and its sole discretionSubsidiaries do not constitute a majority of the assets and revenues of the Company’s Foreign Subsidiaries, measured in the case of assets, based on the most recent financial statements delivered to the Administrative Agent pursuant to Section 5.1(a) or (b), and in the case of revenues, over the most recent four-quarter period for which financial statements have been delivered to the Administrative Agent pursuant to Section 5.1(a) or (b)), such guarantees as the Administrative Agent shall have reasonably determined, in consultation with all the Company, are required, (iv) Notes signed by such new Foreign Borrowers Applicant Borrower to the extent any Lenders or Issuing Lenders so requirerequest and (v) such amendments or other modifications to this Agreement and the other Credit Documents that are not materially adverse to the interests of the Lenders as may reasonably be requested by the Administrative Agent to effect the addition of such Applicant Borrower as a Foreign Borrower, and (y) the Administrative Agent shall have reasonably determined, in consultation with all the Lenders, that designating such Applicant Borrower as a Foreign Borrower would not violate the internal policies of any Lender or cause any Lender to suffer any economic, legal or regulatory disadvantage (it being understood and agreed that no Lender shall be deemed to suffer any such disadvantage on account of any withholding Tax being applicable to any payment made by such Applicant Borrower to the extent that the applicable Credit Parties agree to treat any such withholding Tax as an Indemnified Tax, in which case no such legal opinion as to withholding Tax shall be required). If the Administrative Agent and the Lenders agree in writing that an the Applicant Borrower shall be entitled to receive Loans hereunderhereunder (which decision shall be in their sole discretion; provided that it is understood and agreed that, (A) the German Borrowers, (B) the Luxembourg Borrowers and (C) the U.K. Borrowers shall be entitled to receive Loans hereunder upon compliance with the requirements of this Section 2.23), then promptly following receipt of all such required or requested resolutions, incumbency certificates, opinions of counsel and other documents or informationApplicant Borrower Documents, the Administrative Agent shall send a notice in substantially the form of Exhibit 2.15(a)(ii) (a “Foreign Borrower Notice”) to the Company and the Lenders specifying the effective date upon which the requested Applicant Borrower shall constitute a Foreign Borrower for purposes hereof, whereupon each of the Lenders agrees to permit such Foreign Borrower to receive Loans hereunder, on the terms and conditions set forth herein, and each of the parties hereto agrees that such Foreign Borrower otherwise shall be a Borrower for all purposes of this Agreement; provided that no Committed Loan Notice of Borrowing may be submitted by or on behalf of such Foreign Borrower until the date that is five (5) Business Days after such effective date.

Foreign Borrowers. (a) As of The Company may, on and after the Closing Date, the U.K. Borrower and the Canadian Borrower shall be Foreign Borrowers for purposes of this Agreement and the other Loan Documents. Thereafter, the Company may at any time, upon not less than 20 ten (10) Business Days’ written notice from (or such shorter period as may be agreed by the Company Administrative Agent) to the Administrative AgentAgent and the Revolving Credit Lenders, request that the Revolving Credit Lenders approve the designation of any Restricted Subsidiary (an “Applicant Borrower”) that is a wholly-owned Foreign Subsidiary of the Company (an “Applicant Borrower”) be designated as a Foreign Borrower to receive Loans hereunder by delivering delivery to the Administrative Agent (which shall promptly deliver counterparts thereof to each Lender) of a duly executed notice and agreement in substantially the form of Exhibit 2.15(a)(i) (a “Foreign Borrower Request Joinder Agreement executed by such Restricted Subsidiary, the Company and Assumption Agreement”)the other Loan Parties under which such Restricted Subsidiary agrees to become a Foreign Borrower and each Loan Party reaffirms its guarantees, pledges, grants and other commitments and obligations under the Loan Documents to which such Loan Party is party. The parties hereto acknowledge and agree that prior to any approval of the designation of an Applicant Borrower becoming entitled to utilize the credit facilities provided for herein the Administrative Agent and the Lenders shall have received such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information (including information required by the USA PATRIOT Act), in form, content and scope reasonably satisfactory to the Administrative Agent, as a Foreign Borrower may be required granted or withheld in the sole discretion of any Revolving Credit Lender. An Applicant Borrower shall become a Foreign Borrower upon receipt by the Administrative Agent in its sole discretionof (i) the written approval of each Revolving Credit Lender, and Notes signed (ii) the Company’s written approval of such amendments or other modifications to this Agreement and the other Loan Documents as may reasonably be specified by such new Foreign Borrowers to the extent any Lenders so require. If the Administrative Agent to effect the addition of such Applicant Borrower as a Foreign Borrower (collectively, the “Applicant Borrower Amendments”), it being understood that, notwithstanding anything to the contrary in this Agreement, including in Section 9.02, any Applicant Borrower Amendments shall be effective when executed and delivered by the Company and the Lenders agree in writing 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. The Administrative Agent shall send a notice in substantially the form of Exhibit 2.15(a)(ii) (a “Foreign Borrower Notice”) to the Company and the Lenders specifying the effective date upon which the requested Applicant Borrower shall constitute a Foreign Borrower for purposes hereof, whereupon each of the Lenders agrees to permit such Foreign Borrower to receive Loans hereunder, on the terms and conditions set forth hereinherein (as amended by the Applicant Borrower Amendments), and each of the parties hereto agrees that such Foreign Applicant Borrower otherwise shall be a Borrower for all purposes of this Agreement; provided that no Committed Loan Notice may Agreement be submitted by or on behalf of such a party to and a Foreign Borrower until the date five Business Days after such effective date.under this Agreement

Foreign Borrowers. (a) As of the Closing Date, the U.K. Borrower and the Canadian Borrower shall be Foreign Borrowers for purposes of this Agreement and the other Loan Documents. Thereafter, the The Company may at any timemay, upon not less than 20 ten (10) Business Days’ written notice from (or such shorter period as may be agreed by the Company Administrative Agent) to the Administrative AgentAgent and the Revolving Credit Lenders, request that the Revolving Credit Lenders approve the designation of any Restricted Subsidiary (an “Applicant Borrower”) that is a wholly-owned Foreign Subsidiary of the Company (an “Applicant Borrower”) be designated as a Foreign Borrower to receive Loans hereunder by delivering delivery to the Administrative Agent (which shall promptly deliver counterparts thereof to each Lender) of a duly executed notice and agreement in substantially the form of Exhibit 2.15(a)(i) (a “Foreign Borrower Request Joinder Agreement executed by such Restricted Subsidiary, the Company and Assumption Agreement”)the other Loan Parties under which such Restricted Subsidiary agrees to become a Foreign Borrower and each Loan Party reaffirms its guarantees, pledges, grants and other commitments and obligations under the Loan Documents to which such Loan Party is party. The parties hereto acknowledge and agree that prior to any approval of the designation of an Applicant Borrower becoming entitled to utilize the credit facilities provided for herein the Administrative Agent and the Lenders shall have received such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information (including information required by the USA PATRIOT Act), in form, content and scope reasonably satisfactory to the Administrative Agent, as a Foreign Borrower may be required granted or withheld in the sole discretion of any Revolving Credit Lender. An Applicant Borrower shall become a Foreign Borrower upon receipt by the Administrative Agent in its sole discretionof (i) the written approval of each Revolving Credit Lender, and Notes signed (ii) the Company’s written approval of such amendments or other modifications to this Agreement and the other Loan Documents as may reasonably be specified by such new Foreign Borrowers to the extent any Lenders so require. If the Administrative Agent to effect the addition of such Applicant Borrower as a Foreign Borrower (collectively, the “Applicant Borrower Amendments”), it being understood that, notwithstanding anything to the contrary in this Agreement, including in Section 9.02, any Applicant Borrower Amendments shall be effective when executed and delivered by the Company and the Lenders agree in writing 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. The Administrative Agent shall send a notice in substantially the form of Exhibit 2.15(a)(ii) (a “Foreign Borrower Notice”) to the Company and the Lenders specifying the effective date upon which the requested Applicant Borrower shall constitute a Foreign Borrower for purposes hereof, whereupon each of the Lenders agrees to permit such Foreign Borrower to receive Loans hereunder, on the terms and conditions set forth hereinherein (as amended by the Applicant Borrower Amendments), and each of the parties hereto agrees that such Foreign Applicant Borrower otherwise shall be a Borrower for all purposes of this Agreement; provided that no Committed Loan Notice may Agreement be submitted by or on behalf of such a party to and a Foreign Borrower until the date five Business Days after such effective date.under this Agreement

Foreign Borrowers. (a) As of the Closing Date, the U.K. Borrower and the Canadian Borrower shall be Foreign Borrowers Non-Liability for purposes Domestic Borrowings. Notwithstanding any other provision of this Agreement and the or any other Loan Documents. ThereafterDocument, no Borrower that is a Foreign Subsidiary shall have any obligation or liability hereunder or under the Guaranty (i) on account of any borrowings by any Borrower other than such Foreign Subsidiary or (ii) under Section 9.6 on account of the actions or inactions of any Borrower other than such Foreign Subsidiary, in each case to the extent that (1) (A) such obligation or liability in respect of the Obligations of such other Borrower or Borrowers is prohibited by applicable law governing such Foreign Subsidiary or (B) the Company has reasonably determined that such obligation or liability in respect of the Obligations of such other Borrower or Borrowers would have a material adverse tax consequence for the Company or any Subsidiary (including any material consequence arising from the operation of Section 956 of the Code) and (2) in either case, the Company may has so indicated in the applicable Designation Letter. To the extent that at the time any timeForeign Subsidiary becomes a Designated Subsidiary, upon not less than 20 Business Days’ notice from the circumstances in clause (1)(A) or (1)(B) above are applicable to such Foreign Subsidiary with respect to any other Borrower or Borrowers and the Company has so indicated in the applicable Designation Letter, (x) in the case of a Foreign Subsidiary as to which either of such clauses is applicable in respect of the Obligations of all other Borrowers, such Foreign Subsidiary shall not be obligated to execute the Guaranty and (y) in the case of a Foreign Subsidiary as to which either of such clauses is applicable in respect of the Obligations of only certain other Borrowers, such Foreign Subsidiary shall be obligated to execute the Guaranty or a joinder thereto on terms which limit such Foreign Subsidiary’s guarantee thereunder to the Obligations of the Borrower or Borrowers as to which such circumstances do not apply. The Administrative Agent, request Agent is authorized from time to time in connection with the designation of new Designated Subsidiaries to consent to and enter into such amendments or modifications of the Guaranty as it deems appropriate to assure that any wholly-owned no Foreign Subsidiary which is a Borrower is obligated under the Guaranty in respect of the Obligations of any other Borrower as to which the circumstances in clause (1)(A) or (1)(B) above are applicable in the case of such Designated Subsidiary. The Company (an “Applicant Borrower”) be designated agrees that from time to time in connection with the designation of new Designated Subsidiaries it shall cause pre-existing Designated Subsidiaries to execute such amendments or modifications of the Guaranty as a Foreign Borrower to receive Loans hereunder by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof deems appropriate to assure that each Lender) a duly executed notice and agreement in substantially Designated Subsidiary is liable under the form of Exhibit 2.15(a)(i) (a “Foreign Borrower Request and Assumption Agreement”). The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize Guaranty for the credit facilities provided for herein the Administrative Agent and the Lenders shall have received such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information (including information required by the USA PATRIOT Act), in form, content and scope reasonably satisfactory to the Administrative Agent, as may be required by the Administrative Agent in its sole discretion, and Notes signed by such new Foreign Borrowers to the extent any Lenders so require. If the Administrative Agent and the Lenders agree in writing that an Applicant Borrower shall be entitled to receive Loans hereunder, then promptly following receipt Obligations 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 2.15(a)(ii) (a “Foreign Borrower Notice”) Borrowers as to the Company and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Foreign Borrower for purposes hereof, whereupon each of circumstances in clause (1)(A) or (1)(B) above are not applicable in the Lenders agrees to permit such Foreign Borrower to receive Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Foreign Borrower otherwise shall be a Borrower for all purposes of this Agreement; provided that no Committed Loan Notice may be submitted by or on behalf case of such Foreign Borrower until the date five Business Days after such effective dateDesignated Subsidiary.

Foreign Borrowers. (a) As of the Closing Date, the U.K. Borrower and the Canadian Borrower shall be Foreign Borrowers for purposes of this Agreement and the other Loan Documents. Thereafter, the The Company may at any timetime after the Amendment and Restatement Effective Date, upon not less than 20 fifteen (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), request that to designate any wholly-owned Foreign Subsidiary of the Company (an “Applicant Borrower”) be designated as a Foreign Borrower to receive Committed Revolving Loans hereunder by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit 2.15(a)(i) H (a “Foreign 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 (i) the Administrative Agent and the Revolving Lenders must each agree to such Applicant Borrower becoming a Foreign Borrower and (ii) the Administrative Agent and such Revolving Lenders shall have received such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information (including information required by supplements to the USA PATRIOT ActSchedules to this Agreement and “know your customer” information), in form, content and scope reasonably satisfactory to the Administrative Agent, as may be required by the Administrative Agent in its sole discretionAgent, and Notes signed by such new Foreign Borrowers to the extent any Revolving Lender so requires (the requirements in clauses (i) and (ii) hereof, the “Foreign Borrower Requirements”). The Foreign Borrower Requirements shall not include the Lenders so requireor the Administrative Agent obtaining any Collateral from any of the Foreign Borrowers or any documents that would have the effect of making any Foreign Borrower liable for any of the Obligations of any other Foreign Borrower. If the Administrative Agent and the Lenders agree in writing that an Applicant Foreign 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 informationRequirements are met, the Administrative Agent shall send a notice in substantially the form of Exhibit 2.15(a)(ii) I (a “Foreign Borrower Notice”) to the Company and the Revolving Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Foreign Borrower for purposes hereof, whereupon each of the Revolving Lenders agrees to permit such Foreign Borrower to receive Committed Revolving Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Foreign Borrower otherwise shall be a Borrower for all purposes of this Agreement; provided that no Committed Loan Notice may be submitted by or on behalf of such Foreign Borrower until the date five (5) Business Days after such effective date.

Foreign Borrowers. (a) As Effective as of the Closing First Amendment Effective Date, Knoll Denmark, Knoll Europe and Muuto A/S shall each be a “Foreign Borrower” hereunder and may receive Loans for its account on the U.K. terms and conditions set forth in this Agreement. (b) The Parent Borrower and the Canadian Borrower shall be Foreign Borrowers for purposes of this Agreement and the other Loan Documents. Thereafter, the Company may at any time, upon not less than 20 fifteen (15) Business Days’ notice from the Company Parent Borrower to the Administrative AgentAgent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), request that designate any wholly-owned (directly or indirectly) Foreign Subsidiary of the Company Parent Borrower (an “Applicant Borrower”) be designated as a Foreign Borrower to receive Loans hereunder by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit 2.15(a)(i) 2.16-1 (a “Foreign 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 (i) the Administrative Agent and the Lenders that are to provide Commitments and/or Loans in favor of an Applicant Borrower must each agree to such Applicant Borrower becoming a Foreign Borrower and (ii) the Administrative Agent and such Lenders shall have received such supporting resolutions, incumbency certificates, opinions of counsel counsel, “know your customer” information and other documents or information (including information required by the USA PATRIOT Act)information, in form, content and scope reasonably satisfactory to the Administrative Agent, as may be required by the Administrative Agent in its sole reasonable discretion, and Notes signed by such new Foreign Borrowers to the extent any Lenders so require. If require (the Administrative Agent requirements in clauses (i) and the Lenders agree in writing 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(ii) hereof, the Administrative Agent shall send a notice in substantially the form of Exhibit 2.15(a)(ii) (a “Foreign Designated Borrower Notice”) to the Company and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Foreign Borrower for purposes hereof, whereupon each of the Lenders agrees to permit such Foreign Borrower to receive Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Foreign Borrower otherwise shall be a Borrower for all purposes of this Agreement; provided that no Committed Loan Notice may be submitted by or on behalf of such Foreign Borrower until the date five Business Days after such effective date.73 CHAR1\1732710v2

Foreign Borrowers. (a) As of the Closing Date, the U.K. Borrower and the Canadian Borrower shall be Foreign Borrowers for purposes of this Agreement and the other Loan Documents. Thereafter, the The Company may at any timemay, upon not less than 20 ten (10) Business Days’ written notice from (or such shorter period as may be agreed by the Company Administrative Agent) to the Administrative AgentAgent and the Revolving Lenders, request that the Revolving Lenders approve the designation of any Subsidiary (an “Applicant Borrower”) that is a wholly-owned Foreign Subsidiary of the Company (an “Applicant Borrower”) be designated as a Foreign Borrower to receive Loans hereunder by delivering delivery to the Administrative Agent (which shall promptly deliver counterparts thereof to each Lender) of a duly executed notice and agreement in substantially the form of Exhibit 2.15(a)(i) (a “Foreign Borrower Request Joinder Agreement executed by such Subsidiary, the Company and Assumption Agreement”)the other Loan Parties under which such Subsidiary agrees to become a Foreign Borrower and each Loan Party reaffirms its guarantees, pledges, grants and other commitments and obligations under the Credit Agreement and the Security Documents to which such Loan Party is party. The parties hereto acknowledge and agree that prior to any approval of the designation of an Applicant Borrower becoming entitled to utilize the credit facilities provided for herein the Administrative Agent and the Lenders shall have received such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information (including information required by the USA PATRIOT Act), in form, content and scope reasonably satisfactory to the Administrative Agent, as a Foreign Borrower may be required granted or withheld in the sole discretion of any Revolving Lender. An Applicant Borrower shall become a Foreign Borrower upon receipt by the Administrative Agent in its sole discretionof (i) the written approval of each Revolving Lender, and Notes signed (ii) the Company’s written approval of such amendments or other modifications to this Agreement and the other Loan Documents as may reasonably be specified by such new Foreign Borrowers to the extent any Lenders so require. If the Administrative Agent to effect the addition of such Applicant Borrower as a Foreign Borrower (collectively, the “Applicant Borrower Amendments”), it being understood, notwithstanding anything to the contrary in Section 9.02, that any Applicant Borrower Amendments shall be effective when executed and delivered by the Company and the Lenders agree in writing 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. The Administrative Agent shall send a notice in substantially the form of Exhibit 2.15(a)(ii) (a “Foreign Borrower Notice”) to the Company and the Lenders specifying the effective date upon which the requested Applicant Borrower shall constitute a Foreign Borrower for purposes hereof, whereupon each of the Lenders agrees to permit such Foreign Borrower to receive Loans hereunder, on the terms and conditions set forth hereinherein (as amended by the Applicant Borrower Amendments), and each of the parties hereto agrees that such Foreign Applicant Borrower otherwise shall be a Borrower for all purposes of this Agreement; provided that no Committed Loan Notice may Agreement be submitted by or on behalf of such a party to and a Foreign Borrower until the date five Business Days after such effective date.under this Agreement

Foreign Borrowers. (a) As of the Closing Date, the U.K. Borrower and the Canadian Borrower shall be Foreign Borrowers for purposes of this Agreement and the other Loan Documents. Thereafter, the The Company may at any timemay, upon not less than 20 fifteen (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 reasonable discretion), request that designate any wholly-owned Foreign Subsidiary of the Company (an “Applicant Borrower”) be designated that is (i) a Wholly Owned Subsidiary of the Company and (ii) a Foreign Subsidiary, as a Foreign Borrower to receive Loans hereunder by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit 2.15(a)(i) O (a “Foreign Borrower Request and Assumption AgreementRequest”). The parties hereto acknowledge and agree that prior to any such Applicant Borrower becoming entitled to utilize the credit facilities provided for herein herein, (x) the Administrative Agent and the Lenders shall have received received, without limitation, (i) such supporting resolutions, incumbency certificates, commercial register excerpts, memorandum and/or articles of association, by-laws, any other constitutional or organizational documents, opinions of counsel (including a legal opinion as to withholding Taxes applicable with respect to any payment made by such Subsidiary) and other documents documents, confirmations or information (including the information required by the USA PATRIOT Actto be provided pursuant to Section 3.3), in form, content and scope reasonably satisfactory to the Administrative Agent, as may be required by the Administrative Agent or the Required Lenders in their reasonable discretion (collectively, the “Applicant Borrower Documents”), (ii) from each Foreign Parent of such Applicant Borrower (other than the Company, any Company Guarantor and any Immaterial Subsidiary), a fully executed Foreign Parent Guaranty Agreement or Foreign Parent Guaranty Joinder Agreement, as applicable, (iii) for any Applicant Borrower (other than Itron Metering Solutions Luxembourg) that is not a direct or indirect Subsidiary of Itron Metering Solutions Luxembourg (or, in the event Itron Metering Solutions Luxembourg and its sole discretionSubsidiaries do not constitute a majority of the assets and revenues of the Company's Foreign Subsidiaries, measured in the case of assets, based on the most recent financial statements delivered to the Administrative Agent pursuant to Section 5.1, and in the case of revenues, over the most recent four-quarter period for which financial statements have been delivered to the Administrative Agent pursuant to Section 5.1), such guarantees as the Administrative Agent shall have reasonably determined, in consultation with all the Company, are required and (iv) Notes signed by such new Foreign Borrowers Applicant Borrower to the extent any Lenders or Issuing Lenders so requirerequest, and (y) the Administrative Agent shall have reasonably determined, in consultation with all the Lenders, that designating such Applicant Borrower as a Foreign Borrower would not cause any Lender to suffer any economic, legal or regulatory disadvantage (it being understood and agreed that no Lender shall be deemed to suffer any such disadvantage on account of any withholding Tax being applicable to any payment made by such Applicant Borrower to the extent that the applicable Credit Parties agree to treat any such withholding Tax as an Indemnified Tax, in which case no such legal opinion as to withholding Tax shall be required). If the Administrative Agent and the Lenders agree in writing that an the Applicant Borrower shall be entitled to receive Loans hereunderhereunder (which decision shall be in their reasonable, good faith discretion; provided that it is understood and agreed that, (A) the German Borrowers, (B) the Luxembourg Borrowers and (C) the U.K. Borrowers shall be entitled to receive Loans hereunder upon compliance with the requirements of this Section 2.23), then promptly following receipt of all such required or requested resolutions, incumbency certificates, opinions of counsel and other documents or informationApplicant Borrower Documents, the Administrative Agent shall send a notice in substantially the form of Exhibit 2.15(a)(ii) (a “Foreign Borrower Notice”) to the Company and the Lenders specifying the effective date upon which the requested Applicant Borrower shall constitute a Foreign Borrower for purposes hereof, whereupon each of the Lenders agrees to permit such Foreign Borrower to receive Loans hereunder, on the terms and conditions set forth herein, and each of the parties hereto agrees that such Foreign Borrower otherwise shall be a Borrower for all purposes of this Agreement; provided that no Committed Loan Notice of Borrowing may be submitted by or on behalf of such Foreign Borrower until the date that is five (5) Business Days after such effective date.

Foreign Borrowers. (a) As of the Closing Date, the U.K. Borrower and the Canadian Borrower shall be Foreign Borrowers for purposes of this Agreement and the other Loan Documents. Thereafter, the Company may at any time, upon not less than 20 Business Days’ notice from the Company to the Administrative Agent, request that any other wholly-owned Foreign Subsidiary of the Company (an “Applicant Borrower”) be designated as a Foreign Borrower to receive Loans hereunder by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit 2.15(a)(i) (a “Foreign 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 supporting resolutions, incumbency certificates, opinions of counsel and other documents or information (including information required by the USA PATRIOT ActAct and the Canadian AML Acts), in form, content and scope reasonably satisfactory to the Administrative Agent, as may be required by the Administrative Agent in its sole discretion, and Notes signed by such new Foreign Borrowers to the extent any Lenders so require. If the Administrative Agent and the Lenders agree in writing 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 2.15(a)(ii) (a “Foreign Borrower Notice”) to the Company and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Foreign Borrower for purposes hereof, whereupon each of the Lenders agrees to permit such Foreign Borrower to receive Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Foreign Borrower otherwise shall be a Borrower for all purposes of this Agreement; provided that no Committed Revolving Loan Notice may be submitted by or on behalf of such Foreign Borrower until the date five (5) Business Days after such effective date.