Additional Borrowers (a) The Company may from time to time upon not less than ten (10) Domestic Business Days’ notice cause any Eligible Subsidiary to become eligible to borrow under Section 2.01 by delivering to the Administrative Agent an Election to Participate with respect to such Eligible Subsidiary. Following the delivery of an Election to Participate, if such election obligates the Administrative Agent or any Bank to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Company shall, promptly upon the request of the Administrative Agent or any Bank, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or any Bank in order for the Administrative Agent or such Bank to carry out and be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under all applicable laws and regulations, including, a Beneficial Ownership Certification in relation to any such Eligible Borrower to the extent such Eligible Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation. The eligibility of any such Eligible Borrower to borrow under said Sections shall terminate (x) when the Administrative Agent receives an Election to Terminate with respect to such Eligible Borrower or (y) upon a change (such change, a “Change in Jurisdiction”) in the jurisdiction of organization or formation of such Eligible Borrower (other than a change from one State of the United States to another State of the United States); provided that the Company may at any time after such termination, subject to compliance with this Section 2.18 (assuming that such Eligible Borrower was an Eligible Subsidiary for purposes of the fifth paragraph hereof) and Section 3.03, cause such Eligible Borrower to become eligible to borrow under Section 2.01 by delivering to the Administrative Agent an Election to Participate with respect to such Eligible Borrower. Each Election to Participate delivered to the Administrative Agent shall be duly executed on behalf of the relevant Eligible Subsidiary and the Company, and each Election to Terminate delivered to the Administrative Agent shall be duly executed on behalf of the Company. The delivery of an Election to Terminate with respect to an Eligible Borrower or a Change in Jurisdiction of an Eligible Borrower shall not affect any obligation of the relevant Eligible Borrower theretofore incurred. The Administrative Agent shall promptly (i) give notice to the Banks of its receipt of any Election to Participate, Election to Terminate or notice of a change in the jurisdiction of organization or formation of an Eligible Borrower pursuant to Section 5.01(j) and (ii) provide such Election to Participate or Election to Terminate to each Bank. Any Bank may, with notice to the Administrative Agent and the Company, fulfill its Commitment to any Eligible Borrower not organized under the laws of the United States or any State thereof by causing an Affiliate of such Bank to act as the Bank in respect of such Eligible Borrower; provided that, for all purposes of voting or consenting with respect to (a) any amendment, supplementation or modification of any Loan Document, (b) any waiver of any requirements of any Loan Document or any Default or Event of Default and its consequences, or (c) any other matter as to which a Bank may vote or consent pursuant to Section 11.06 of this Agreement, the Bank making such election shall be deemed the “Person” rather than such Affiliate, which shall not be entitled to vote or consent. As soon as practicable after receiving notice from the Company or the Administrative Agent of the Company’s intent to designate any Eligible Subsidiary that is not organized under the laws of the United States or any State thereof as a Borrower, and in any event within two Domestic Business Days after the delivery of an executed Election to Participate to the Administrative Agent pursuant to this Section 2.18(a) with respect to such Eligible Subsidiary, any Bank that is prohibited by law or by any bona fide policy of general applicability from lending to, establishing credit for the account of and/or doing any business whatsoever with Persons in the jurisdiction of such Eligible Subsidiary directly or through an Affiliate of such Bank as provided in the immediately preceding paragraph (a “Protesting Bank”) shall so notify the Company and the Administrative Agent in writing. With respect to each Protesting Bank, the Company shall, effective on or before the date that such Eligible Borrower shall have the right to borrow hereunder, either (A) notify the Administrative Agent and such Protesting Bank that the Commitments of such Protesting Bank shall be terminated; provided that such Protesting Bank shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder (notwithstanding any provision herein providing that such amounts shall be applied to the Banks ratably), or (B) cancel its request to designate such Eligible Subsidiary as an “Eligible Borrower” hereunder.
Amendments to the Loan Agreement The Loan Agreement is hereby amended as follows:
Additional Lender Consents In addition to the foregoing requirements, no amendment, waiver or consent shall:
Joinder Agreement The Joinder Agreement with respect to the Guaranty and the Contribution Agreement to be executed and delivered pursuant to §5.2 by any Additional Subsidiary Guarantor, such Joinder Agreement to be substantially in the form of Exhibit C hereto.