Common use of Subsidiary Borrowers Clause in Contracts

Subsidiary Borrowers. The Company may at any time or from time to time, with the consent of the Administrative Agent add as a party to this Agreement any Subsidiary to be a Subsidiary Borrower hereunder by the execution and delivery to the Administrative Agent and the Lenders of (a) a duly completed Assumption Letter by such Subsidiary, with the written consent of the Company at the foot thereof, (b) such guaranty and subordinated intercompany indebtedness documents as may be reasonably required by the Administrative Agent and such other opinions, documents, certificates or other items as may be required by Section 5.2, such documents with respect to any additional Subsidiaries to be substantially similar in form and substance to the Loan Documents executed on or about the Closing Date by the Subsidiaries parties hereto as of the Closing Date. Upon such execution, delivery and consent such Subsidiary shall for all purposes be a party hereto as a Subsidiary Borrower as fully as if it had executed and delivered this Agreement. So long as the principal of and interest on any Advances made to any Subsidiary Borrower under this Agreement shall have been repaid or paid in full, all Letters of Credit issued for the account of such Subsidiary Borrower have expired or been returned and terminated and all other obligations of such Subsidiary Borrower under this Agreement shall have been fully performed, the Company may, by not less than five (5) Business Days' prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), terminate such Subsidiary Borrower's status as a "Subsidiary Borrower". The Administrative Agent shall give the Lenders written notice of the addition of any Subsidiary Borrowers to this Agreement.

Subsidiary Borrowers. The Company may at any time or from time to time, with the consent of the Administrative Agent add as a party to this Agreement any Subsidiary to be a Subsidiary Borrower hereunder by the execution and delivery to the Administrative Agent and the Lenders of (a) a duly completed Assumption Letter by such Subsidiary, with the written consent of the Company at the foot thereof, (b) such guaranty and subordinated intercompany indebtedness documents as may be reasonably required by the Administrative Agent and such other opinions, documents, certificates or other items as may be required by Section 5.2, such documents with respect to any additional Subsidiaries to be substantially similar in form and substance to the Loan Documents executed on or about the Closing Date by the Subsidiaries parties hereto as of the Closing Date. Upon such execution, delivery and consent such Subsidiary shall for all purposes be a party hereto as a Subsidiary Borrower as fully as if it had executed and delivered this Agreement. So long as the principal of and interest on any Advances made to any Subsidiary Borrower under this Agreement shall have been repaid or paid in full, all Letters of Credit issued for the account of such Subsidiary Borrower have expired or been returned and terminated and all other obligations of such Subsidiary Borrower under this Agreement shall have been fully performed, the Company may, by not less than five (5) Business Days' ’ prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), terminate such Subsidiary Borrower's ’s status as a "“Subsidiary Borrower"”. The Administrative Agent shall give the Lenders written notice of the addition of any Subsidiary Borrowers to this Agreement.

Subsidiary Borrowers. The Company may at any time or from time to time, with the consent Each of the Administrative Agent add as a party to this Agreement any Subsidiary to be a Company and each Subsidiary Borrower hereunder by the execution represents and delivery to the Administrative Agent and the Lenders of warrants that: (a) a duly completed Assumption Letter by such Subsidiary, with the written consent representations and warranties of the Company at and each Subsidiary Borrower in the foot thereofCredit Agreement relating to each Subsidiary Borrower and this Agreement are true and correct on and as of the date hereof, other than representations given as of a particular date, in which case they are true and correct as of that date; (b) such guaranty Subsidiary Borrower is subject to civil and subordinated intercompany indebtedness documents as may be reasonably required by the Administrative Agent and such other opinions, documents, certificates or other items as may be required by Section 5.2, such documents commercial Requirements of Law with respect to any additional Subsidiaries to be substantially similar in form its obligations under this Agreement and substance to the other Loan Documents executed on or about to which it is a party (collectively as to such Subsidiary Borrower, the Closing Date by “Applicable Subsidiary Borrower Documents”), and the Subsidiaries parties hereto as of the Closing Date. Upon such execution, delivery and consent such Subsidiary shall for all purposes be a party hereto as a Subsidiary Borrower as fully as if it had executed and delivered this Agreement. So long as the principal of and interest on any Advances made to any Subsidiary Borrower under this Agreement shall have been repaid or paid in full, all Letters of Credit issued for the account of performance by such Subsidiary Borrower have expired of the Applicable Subsidiary Borrower Documents constitute and will constitute private and commercial acts and not public or been returned governmental acts; (c) neither such Subsidiary Borrower nor any of its property has any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) under the laws of the jurisdiction in which such Subsidiary Borrower is organized and terminated existing in respect of its obligations under the Applicable Subsidiary Borrower Documents; (d) the Applicable Subsidiary Borrower Documents are in proper legal form under the Requirements of Law of the jurisdiction in which such Subsidiary Borrower is organized and all other obligations of existing for the enforcement thereof against such Subsidiary Borrower under this Agreement shall have the Requirements of Law of such jurisdiction, and to ensure the legality, validity, enforceability, priority or admissibility in evidence of the Applicable Subsidiary Borrower Documents; (e) it is not necessary to ensure the legality, validity, enforceability, priority or admissibility in evidence of the Applicable Subsidiary Borrower Documents that the Applicable Subsidiary Borrower Documents be filed, registered or recorded with, or executed or notarized before, any court or other authority in the jurisdiction in which such Subsidiary Borrower is organized and existing or that any registration charge or stamp or similar tax be paid on or in respect of the Applicable Subsidiary Borrower Documents or any other document, except for (i) any such filing, registration, recording, execution or notarization as has been fully performedmade or is not required to be made until the Applicable Subsidiary Borrower Document or any other document is sought to be enforced and (ii) any charge or tax as has been timely paid; (f) there is no tax, levy, impost, duty, fee, assessment or other governmental charge, or any deduction or withholding, imposed by any Governmental Authority in or of the Company mayjurisdiction in which such Subsidiary Borrower is organized and existing either (i) on or by virtue of the execution or delivery of the Applicable Subsidiary Borrower Documents or (ii) on any payment to be made by such Subsidiary Borrower pursuant to the Applicable Subsidiary Borrower Documents, by not less than five (5) Business Days' prior notice except as has been disclosed to the Administrative Agent Agent; and (which shall promptly notify g) the Lenders thereof)execution, terminate delivery and performance of the Applicable Subsidiary Borrower Documents executed by such Subsidiary Borrower's status as a "Subsidiary Borrower". The Administrative Agent shall give the Lenders written notice Borrower are, under applicable foreign exchange control regulations of the addition of jurisdiction in which such Subsidiary Borrower is organized and existing, not subject to any Subsidiary Borrowers to this Agreementnotification or authorization except (x) such as have been made or obtained or (y) such as cannot be made or obtained until a later date (provided that any notification or authorization described in clause (ii) shall be made or obtained as soon as is reasonably practicable).

Subsidiary Borrowers. (a) The Company may at any time or from time to time, with upon not less than 5 Business Days’ notice from the consent of the Administrative Agent add as a party to this Agreement any Subsidiary to be a Subsidiary Borrower hereunder by the execution and delivery Company to the Administrative Agent and the Lenders of (a) a duly completed Assumption Letter by or such Subsidiary, with the written consent of the Company at the foot thereof, (b) such guaranty and subordinated intercompany indebtedness documents shorter period as may be reasonably required agreed by the Administrative Agent and such other opinionsAgent), documentsdesignate any one or more Domestic Subsidiaries, certificates Canadian Subsidiaries or other items as may be required by Section 5.2, such documents with respect to any additional Dutch Subsidiaries to be substantially similar in form and substance to the Loan Documents executed on or about the Closing Date by the Subsidiaries parties hereto as of the Closing Date. Upon such execution, delivery and consent such Subsidiary shall Company that have assets of the type eligible for all purposes be a party hereto inclusion in the applicable Borrowing Base (an “Applicant Borrower”) as a Subsidiary U.S. Borrower, Canadian Borrower as fully as if it had executed and delivered this Agreement. So long as the principal of and interest on any Advances made or Dutch Borrower, respectively, to any Subsidiary Borrower under this Agreement shall have been repaid or paid in full, all Letters of Credit issued for the account of such Subsidiary Borrower have expired or been returned and terminated and all other obligations of such Subsidiary Borrower under this Agreement shall have been fully performed, the Company may, receive Loans hereunder by not less than five (5) Business Days' prior notice delivering to the Administrative Agent (which shall promptly notify deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit K or such other form as may be agreed by the Company and the Administrative Agent (acting reasonably) (a “Borrower Designation 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 thereofshall have received such supporting resolutions, constitutional documents, incumbency certificates, opinions of counsel, other documents required to be delivered pursuant to the Collateral and Guarantee Requirement, valuations and other documents, instruments or information (including any “know-your-customer” information reasonably requested by the Administrative Agent or any Lender (through the Administrative Agent)), in each case similar in scope and substance to the same type of documents delivered on the Closing Date, as may be required by the Administrative Agent or the Required Lenders, and Notes signed by such new Borrowers to the extent any Lenders so require. If the Administrative Agent agrees that an Applicant Borrower shall have satisfied all of the requirements of this Section 2.21 and, therefore, be entitled to receive Loans hereunder, then promptly following receipt of all such requested resolutions, incumbency certificates, other documents required to be delivered pursuant to the Collateral and Guarantee Requirement, opinions of counsel and other documents, instruments or information, the Administrative Agent shall send a notice in substantially the form of Exhibit K (a “Borrower Designation Notice”) to the Company and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute a U.S. Borrower, if the Applicant Borrower is a Domestic Subsidiary, a Canadian Borrower, if the Applicant Borrower is a Canadian Subsidiary, or a Dutch Borrower, if the Applicant Borrower is a Dutch Subsidiary, for purposes hereof, whereupon each of the Lenders agrees to permit such Applicant Borrower to become a Borrower for all purposes of this Agreement (including to receive Loans hereunder, on the terms and conditions set forth herein); provided that no Notice of Borrowing may be submitted by or on behalf of such Applicant Borrower until one Business Day after such effective date. (b) The Company may from time to time, upon not less than 5 Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be reasonably agreed by the Administrative Agent), terminate such Subsidiary Borrower's any Domestic Subsidiary's, Canadian Subsidiary’s or Dutch Subsidiary’s status as a "Borrower; provided that there are no outstanding Revolving Loans or LC Obligations payable by such Borrower or other amounts payable by such Borrower on account of any Credit Extensions made to it, as of the effective date of such termination (unless such Loans and other Obligations have been assumed by another Borrower). Following the termination of any Subsidiary’s status as a Borrower hereunder, such Subsidiary Borrower"shall, subject to the Collateral and Guarantee Requirement, remain a Subsidiary Guarantor and shall remain subject to the terms of this Agreement. The Administrative Agent shall give will promptly notify the Lenders written notice of the addition of any Subsidiary Borrowers to this Agreementsuch termination of a Borrower’s status.

Subsidiary Borrowers. The Company On or after the Restatement Effective Date, the U.S. Borrower may at designate any time or from time Wholly-Owned Subsidiary as a Subsidiary Borrower by delivery to timethe Administrative Agent of a Subsidiary Borrower Agreement executed by such Subsidiary and the U.S. Borrower. Each such designation shall specify whether such Subsidiary shall be entitled (i) to obtain Revolving Loans and/or (ii) to request the creation of Ancillary Facilities under Section 2.22, with and each such designation shall be subject to the consent of the Administrative Agent add as a party to this Agreement any Subsidiary to (which consent shall not unreasonably be a Subsidiary Borrower hereunder withheld). Upon the execution by the execution U.S. Borrower and delivery to the Administrative Agent and the Lenders of (a) a duly completed Assumption Letter by such Subsidiary, with the written consent of the Company at the foot thereof, (b) such guaranty and subordinated intercompany indebtedness documents as may be reasonably required by the Administrative Agent and such other opinions, documents, certificates or other items as may be required by Section 5.2, such documents Subsidiary Borrower Termination with respect to any additional Subsidiaries to be substantially similar in form and substance to the Loan Documents executed on or about the Closing Date by the Subsidiaries parties hereto as of the Closing Date. Upon such executionSubsidiary Borrower, delivery and consent such Subsidiary shall for all purposes cease to be a party hereto as a Subsidiary Borrower as fully as if it had executed and delivered a party to this Agreement. So long ; provided that no Subsidiary Borrower Termination will become effective as the principal of and interest on any Advances made to any Subsidiary Borrower under this Agreement shall have been repaid or paid in full, all Letters of Credit issued for the account of such Subsidiary Borrower have expired or been returned and terminated and all (other obligations of such Subsidiary Borrower under this Agreement shall have been fully performed, the Company may, by not less than five (5) Business Days' prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), terminate such Subsidiary Borrower's status as ’s right to make further Borrowings under this Agreement) at a "time when any principal of or interest on any Loan to such Subsidiary Borrower"Borrower shall be outstanding hereunder or any Ancillary Facility under which Ancillary Loans may be made available to such Subsidiary Borrower has not been previously terminated. The Promptly following receipt of any Subsidiary Borrower Agreement or Subsidiary Borrower Termination, the Administrative Agent shall give the Lenders written notice of the addition of any Subsidiary Borrowers send a copy thereof to this Agreementeach Lender.

Subsidiary Borrowers. The Company may at any time or from time to time, with the consent of the Administrative Agent Agent, add as a party to this Agreement any Wholly-Owned Subsidiary to be a "Subsidiary Borrower Borrower" hereunder by the execution and delivery to the Administrative Agent and the Lenders of (a) a duly completed Assumption Letter by such Subsidiary, with the written consent of the Company at the foot thereof, thereof and (b) such guaranty other guaranty, security and subordinated intercompany indebtedness documents (and related closing documentation) as may be reasonably required by the Administrative Agent and such other opinions, documents, certificates or other items as may be required by Section 5.2Agent, such documents with respect to any additional Subsidiaries to be substantially similar in form and substance to the Loan Documents executed on or about the Closing Date by or in respect of the Subsidiaries parties hereto as of the Closing Date. Upon such execution, delivery and consent such Subsidiary shall for all purposes be a party hereto as a Subsidiary Borrower as fully as if it had executed and delivered this Agreement. So long as the principal of and interest on any Advances made to any Subsidiary Borrower under this Agreement shall have been repaid or paid in full, all Letters of Credit issued for the account of such Subsidiary Borrower have expired or been returned and terminated and all other obligations of such Subsidiary Borrower under this Agreement shall have been fully performed, the Company may, by not less than five (5) Business Days' prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), terminate such Subsidiary Borrower's status as a "Subsidiary Borrower". The Administrative Agent shall give the Lenders written notice of the addition of any Subsidiary Borrowers to this Agreement.

Subsidiary Borrowers. (a) The Company may at any time or Company, from time to time, with the consent of the Administrative Agent add as a party to this Agreement any Subsidiary to be a Subsidiary Borrower hereunder time by the execution and delivery notice to the Administrative Agent (which shall identify the proposed Subsidiary Borrower and its jurisdiction of organization), may (i) add any Eligible Subsidiary in an Eligible Jurisdiction as a Subsidiary Borrower by delivery of an executed Subsidiary Borrower Supplement and (ii) request that any Eligible Subsidiary in any other jurisdiction become a Subsidiary Borrower. The Administrative Agent shall promptly forward a copy of any such notice to each Lender. Upon delivery of the notice and Subsidiary Borrower Supplement (in the case of clause (i) above) or, in the case of clause (ii) above, upon the consent to such designation from the Administrative Agent and each Lender that is a Lender under the tranche (or tranches) to which such Eligible Subsidiary is being designated as Subsidiary Borrower, which consent in each case shall not be unreasonably withheld or delayed, then such Eligible Subsidiary shall become a Borrower hereunder; provided that (x) such Eligible Subsidiary and the Lenders Company shall have delivered a Subsidiary Borrower Supplement to the Administrative Agent (which shall promptly deliver a copy thereof to each Lender) not later than five Business Days prior to the proposed effective date of such designation; (ay) a duly completed Assumption Letter by such Subsidiary, with to the written consent of the Company at the foot thereof, (b) such guaranty and subordinated intercompany indebtedness documents as may be reasonably required extent requested by the Administrative Agent (on behalf of itself or any Lender) in writing at least five Business Days prior to the proposed effective date of such designation, the Company shall have delivered all documents and such other opinions, documents, certificates or other items as may be information required by Section 5.2, such documents regulatory authorities under applicable “know-your-customer” rules and regulations with respect to any additional Subsidiaries to be substantially similar in form the proposed Subsidiary Borrower; and substance (z) prior to the Loan Documents executed making of any Credit Extension to such Subsidiary Borrower, such Subsidiary Borrower shall have satisfied the conditions precedent set forth in Section 11.3. (b) In addition to the conditions set forth in Section 2.7(a), an Eligible Subsidiary that would qualify as a Foreign Borrower may not be a Borrower hereunder if the Administrative Agent reasonably determines that the addition of such Eligible Subsidiary would (i) violate any applicable law or (ii) have any material adverse effect on or about the Closing Date by the Subsidiaries parties hereto as Lenders. (c) Each Domestic Borrower shall be liable, on a joint and several basis, for all of the Closing DateLoans and other Obligations of each other Borrower. Upon such executionSubject to the provisions of each applicable Foreign Guaranty, delivery and consent such the Obligations of all Subsidiary Borrowers that are Foreign Subsidiaries shall be several in nature. No Loan Party that is a Foreign Subsidiary shall be responsible for all purposes be a party hereto as a Subsidiary Borrower as fully as if it had executed and delivered this Agreement. any Domestic Loan Party’s Obligations or such Domestic Loan Party’s failure to pay or perform its Obligations hereunder. (d) So long as the principal of and interest on any Advances all Loans made to any Subsidiary Borrower under this Agreement shall have been repaid or paid in full, all Letters of Credit issued for the account of such Subsidiary Borrower have expired or been returned and terminated full and all other obligations of such Subsidiary Borrower in such capacity (other than (a) contingent indemnification obligations not yet due and payable and as to which no claim has been made, (b) obligations and liabilities under Qualified Hedge Agreements as to which arrangements reasonably satisfactory to the applicable Lender Party shall have been made and (c) Letters of Credit that have been cash collateralized in accordance with the provisions of this Agreement or with respect to which other arrangements have been made that are reasonably satisfactory to the applicable Issuing Lender) shall have been fully performed, the Company may, by upon not less than five (5) two Business Days' ’ prior written notice to the Administrative Agent (which shall promptly notify the Lenders thereof), terminate such Subsidiary Borrower's Subsidiary’s status as a "“Subsidiary Borrower". The Administrative Agent shall give the Lenders written notice of the addition of any Subsidiary Borrowers to this Agreement”.

Subsidiary Borrowers. The Company may at any time or from time to time, with the consent of the Administrative Agent add as a party to this Agreement any Subsidiary to be a Subsidiary Borrower hereunder by the execution and delivery to the Administrative Agent and the Lenders of (a) a duly completed Assumption Letter by such Subsidiary, with With the written consent of the Company at the foot thereofAdministrative Agent, (b) such guaranty and subordinated intercompany indebtedness documents as which may be reasonably required by granted or withheld in its sole discretion, in addition to Gatton, one or more Subsidiaries in which the Administrative Agent Domestic Borrower directly or indirectly owns Equity Interests representing more than 75% of all Equity Interests and such other opinions, documents, certificates or other items as may be required by Section 5.2, such documents with respect to any additional Subsidiaries to be substantially similar in form and substance to the Loan Documents executed on or about the Closing Date by the Subsidiaries parties hereto as more than 75% of the Closing Date. Upon such executionordinary voting power may become a borrower (each, delivery and consent such Subsidiary shall for all purposes be a party hereto as a Subsidiary Borrower as fully as if it had executed and delivered this Agreement. So long as the principal of and interest on any Advances made to any Subsidiary Borrower under this Agreement shall have been repaid or paid in full, all Letters of Credit issued for the account of such Subsidiary Borrower have expired or been returned and terminated and all other obligations of such Subsidiary Borrower under this Agreement shall have been fully performed, the Company may, by not less than five (5) Business Days' prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), terminate such Subsidiary Borrower's status as a "Subsidiary Borrower") under this Agreement, and shall thereafter be, subject to the terms and conditions set forth herein, entitled to borrow Revolving Loans. The As a condition to becoming a Subsidiary Borrower, such Subsidiary (i) shall execute and deliver to the Administrative Agent an instrument substantially in the form of Exhibit 2.20 hereto, and (ii) shall give execute and/or deliver such other certificates, instruments, resolutions, documents and opinions in respect of such Subsidiary as were required to be delivered pursuant to Article IV hereof by the Lenders written notice Domestic Borrower as a condition to effectiveness of this Agreement, or as the Administrative Agent may otherwise require in its sole discretion. In addition, it shall be a further condition to becoming a Subsidiary Borrower that each such Subsidiary which is organized under the laws of the addition United States or any State or other political subdivision thereof, shall simultaneously with becoming a Subsidiary Borrower also become a Guarantor with respect to the Indebtedness of any all other Borrowers by joining in the Guaranty of Payment, and providing all other documents in connection with such joinder, as would be required of a new Guarantor pursuant to Section 5.10, including a joinder in the Subsidiary Borrowers Security Agreement where such Subsidiary would be required to this do so under the last sentence of Section 5.10. In the event of such joinder in the Subsidiary Security Agreement, the Subsidiary Borrower's obligations as a co-borrower hereunder shall also be secured by the Subsidiary Security Agreement.

Subsidiary Borrowers. The Company (a) Xxxxxxxxx may at any time or from time to time, with the consent of the Administrative Agent add as a party to this Agreement any Subsidiary to be a Subsidiary Borrower hereunder by the execution and delivery upon not less than fifteen (15) Business Days’ notice from Xxxxxxxxx to the Administrative Agent and the Lenders of (a) a duly completed Assumption Letter by or such Subsidiary, with the written consent of the Company at the foot thereof, (b) such guaranty and subordinated intercompany indebtedness documents shorter period as may be reasonably required agreed by the Administrative Agent and such other opinionsin its reasonable discretion), documentsdesignate any Wholly-Owned Subsidiary of Xxxxxxxxx, certificates or other items as which, for the avoidance of doubt, may be required by Section 5.2a Foreign Subsidiary of Xxxxxxxxx, such documents with respect to any additional Subsidiaries to be substantially similar in form and substance to the Loan Documents executed on or about the Closing Date by the Subsidiaries parties hereto as of the Closing Date. Upon such execution, delivery and consent such Subsidiary shall for all purposes be a party hereto (an “Applicant Borrower”) as a Subsidiary Borrower as fully as if it had executed and delivered this Agreement. So long as the principal of and interest on any Advances made to any Subsidiary Borrower under this Agreement shall have been repaid or paid in full, all Letters of Credit issued for the account of such Subsidiary Borrower have expired or been returned and terminated and all other obligations of such Subsidiary Borrower under this Agreement shall have been fully performed, the Company may, receive Loans hereunder by not less than five (5) Business Days' prior notice delivering to the Administrative Agent (which shall promptly notify deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit H (a “Subsidiary 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 thereofshall have received such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent (including, without limitation, and subject to customary assumptions and qualifications, opinions with respect to (i) the recognition 172003018 161402032v1 and enforcement of (x) the choice of the law of the State of New York as the governing law of the Loan Documents in the Applicant Borrower’s jurisdiction of formation and (y) any judgment obtained in New York in relation to a Loan Document and (ii) the necessity that the Loan Documents be filed, recorded or enrolled with any court or other authority in the Applicant Borrower’s jurisdiction of formation or that any stamp, registration or similar tax be paid on or in relation to the Loan Documents or the transactions contemplated by the Loan Documents), terminate as may be required by the Administrative Agent or the Lenders in their sole discretion, and Notes signed by such new Borrowers to the extent any Lenders so require; provided that, for the avoidance of doubt, any Foreign Subsidiary Borrower's status that is designated as a "Subsidiary Borrower"Borrower shall not be required to grant a security interest in any of its assets. The If the Administrative Agent and each Lender agrees 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 give send a notice in substantially the form of Exhibit I (a “Subsidiary Borrower Notice”) to Xxxxxxxxx and the Lenders written notice specifying the effective date upon which the Applicant Borrower shall constitute a Subsidiary Borrower for purposes hereof, whereupon each of the addition Lenders agrees to permit such Subsidiary Borrower to receive Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Subsidiary 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 Subsidiary Borrower until the date five Business Days after such effective date; provided further, that effective as of the Closing Date, the Lenders agree that each of the following Subsidiaries may become a “Subsidiary Borrower” pursuant hereto (subject to satisfaction of the other conditions set forth in this Section 2.15) without any requirement of further written consent from the Lenders: (i) Xxxxxxxxx Technology (Europe) S.A., a company organized and existing under the laws of Belgium, (ii) Xxxxxxxxx Technology (UK) Limited, a company organized and existing under the laws of England and Wales, (iii) Xxxxxxxxx Powder Products AB, a company organized and existing under the laws of Sweden, (iv) Xxxxxxxxx Technology (Canada) Ltd., and (v) Xxxxxxxxx Technology Luxembourg S.a.r.l., a company organized and existing under the laws of Luxembourg. (b) Xxxxxxxxx and all other Domestic Borrowers shall be jointly and severally liable for all Secured Obligations owing from Xxxxxxxxx, the Domestic Loan Parties and their Domestic Subsidiaries and hereby guarantee the full and prompt payment of all other Secured Obligations as Guarantors under Article X hereof. Subsidiary Borrowers that are Foreign Subsidiaries shall be jointly and severally liable for all Secured Obligations owing from Foreign Subsidiaries, unless joint liability will result in a material adverse tax consequence to any Borrower or Subsidiary, in which case, the Secured Obligations of such any Subsidiary Borrowers Borrower that would otherwise result in such material adverse tax consequence will be several in nature; provided that the Secured Obligations of each Subsidiary Borrower that is a Foreign Subsidiary shall not be joint and several in nature to this Agreement.the extent and for so long as any Foreign Requirement of Law would be violated thereby if Xxxxxxxxx and its Subsidiaries have taken all commercially reasonable steps in the determination of the Administrative Agent to avoid or cure such violation, in which case, such Secured Obligations of such Subsidiary Borrower will be several in nature. 172003018

Subsidiary Borrowers. The Company may at any time or and from time to time, with the consent of the Administrative Agent add as a party to this Agreement time elect that any Subsidiary become a Borrower eligible to be a Subsidiary Borrower hereunder borrow Revolving Loans or Local Currency Loans, or to have Letters of Credit issued for its account, by the execution and delivery delivering to the Administrative Agent and an Election to Participate with respect to such Subsidiary. The eligibility of any such Subsidiary to borrow hereunder shall terminate when the Lenders of Administrative Agent receives an Election to Terminate with respect to such Subsidiary. If the Company is the Term Loan Borrower, then the Company may deliver an Election to Terminate with respect to the Initial Borrower, but only if (a) a duly completed Assumption Letter by such Subsidiary, with the written consent either (i) all principal and interest on all Loans of the Company at Initial Borrower shall have been repaid and there are no outstanding Letters of Credit for the foot account of the Initial Borrower or (ii) all obligations of the Initial Borrower in respect of such Loans and Letters of Credit shall have been assigned to, and assumed by, the Company, as the Borrower in respect thereof, (b) such guaranty and subordinated intercompany indebtedness documents as may be pursuant to a written agreement reasonably required by the Administrative Agent and such other opinions, documents, certificates or other items as may be required by Section 5.2, such documents with respect to any additional Subsidiaries to be substantially similar satisfactory in form and substance to the Loan Documents executed on or about Administrative Agent and (b) the Closing Date by Company shall have assumed in a written agreement with the Subsidiaries parties hereto as Administrative Agent all obligations of the Closing Date. Upon such execution, delivery and consent such Subsidiary shall for all purposes be a party hereto as a Subsidiary Initial Borrower as fully as if it had executed and delivered under this Agreement. So long as the principal of and interest on any Advances made Each Election to any Subsidiary Borrower under this Agreement shall have been repaid or paid in full, all Letters of Credit issued for the account of such Subsidiary Borrower have expired or been returned and terminated and all other obligations of such Subsidiary Borrower under this Agreement shall have been fully performed, the Company may, by not less than five (5) Business Days' prior notice Participate delivered to the Administrative Agent (which shall promptly notify be duly executed on behalf of the Lenders thereof)relevant Subsidiary and the Company, terminate and each Election to Terminate delivered to the Administrative Agent shall be duly executed on behalf of the Company, in such number of copies as the Administrative Agent may request. The delivery of an Election to Terminate shall not affect any obligation of the relevant Subsidiary Borrower's status as a "Subsidiary Borrower"theretofore incurred. The Administrative Agent shall promptly give notice to the Lenders written notice of the addition its receipt of any Subsidiary Borrowers Election to this AgreementParticipate or Election to Terminate.

Subsidiary Borrowers. (i) The Company may at any time time, upon not less than 15 Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), designate any Subsidiary Guarantor (including a Foreign Subsidiary Guarantor) (an “Applicant Borrower”) as a Subsidiary Borrower to receive Loans hereunder by delivering to the Administrative Agent a duly executed notice and agreement in substantially the form of Exhibit K (a “Subsidiary Borrower Request and Assumption Agreement”). The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming a Subsidiary Borrower the Administrative Agent shall have received such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form and substance reasonably satisfactory to the Administrative Agent and, in the case of opinions of counsel, from counsel reasonably satisfactory to the Administrative Agent, as may be required by the Administrative Agent in its sole discretion, Notes signed by such new Borrowers to the extent any Lenders so require, and, if the Applicant Borrower would be a Foreign Borrower, any amendment to this Agreement or any other Loan Document contemplated by Section 2.23(a)(ii) shall have been effected. If the Administrative Agent consents to an Applicant Borrower becoming a Subsidiary Borrower (such consent not to be unreasonably withheld), then promptly following receipt of all such requested resolutions, incumbency certificates, opinions of counsel and other documents or information and any amendment contemplated by Section 2.23(a)(ii) having been effected, the Administrative Agent shall send a notice in substantially the form of Exhibit L (a “Subsidiary Borrower Notice”) to the Company and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Subsidiary Borrower for purposes hereof, whereupon each of the Lenders agrees to permit such Subsidiary Borrower to receive Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Subsidiary Borrower otherwise shall be a Borrower for all purposes of this Agreement; provided that no extension of credit to any Foreign Borrower may contravene any Requirement of Law applicable to the Lender extending such credit. (ii) If the Applicant Borrower would be a Foreign Borrower, the Administrative Agent and/or the Collateral Agent and the Company shall effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate in the opinion of the Administrative Agent or the Collateral Agent, with the advice of counsel, to effect the addition of such Applicant Borrower as a Subsidiary Borrower, including amending or supplementing any provisions relating to reimbursement of or gross-up for taxes, representations and warranties, covenants, events of default and the appointment of an agent for service of process. Any such amendment may be effected without the consent of any Lenders. (iii) The Obligations of the Company and each Subsidiary Borrower shall be joint and several in nature. (iv) Each Subsidiary of the Company that becomes a “Subsidiary Borrower” pursuant to this Section 2.23 hereby irrevocably appoints the Company as its agent for all purposes relevant to this Agreement and each of the other Loan Documents, including (A) the giving and receipt of notices, (B) the execution and delivery of all documents, instruments and certificates contemplated herein and all modifications hereto, and (C) if the Company so elects, the receipt of the proceeds of any Loans made by the Lenders to any such Subsidiary Borrower hereunder. Any acknowledgment, consent, direction, certification or other action which might otherwise be valid or effective only if given or taken by all Borrowers, or by each Borrower acting singly, shall be valid and effective if given or taken only by the Company, whether or not any such other Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to the Company in accordance with the terms of this Agreement shall be deemed to have been delivered to each Subsidiary Borrower. (v) The Company may from time to time, with upon not less than 15 Business Days’ notice from the consent of the Administrative Agent add as a party to this Agreement any Subsidiary to be a Subsidiary Borrower hereunder by the execution and delivery Company to the Administrative Agent and the Lenders of (a) a duly completed Assumption Letter by or such Subsidiary, with the written consent of the Company at the foot thereof, (b) such guaranty and subordinated intercompany indebtedness documents shorter period as may be reasonably required agreed by the Administrative Agent and such other opinionsin its sole discretion), documentsterminate a Subsidiary Borrower’s status as such, certificates or other items as may be required provided that there are no outstanding Loans payable by Section 5.2, such documents with respect to any additional Subsidiaries to be substantially similar in form and substance to the Loan Documents executed on or about the Closing Date by the Subsidiaries parties hereto as of the Closing Date. Upon such execution, delivery and consent such Subsidiary shall for all purposes be a party hereto as a Subsidiary Borrower as fully as if it had executed and delivered this Agreement. So long as the principal of and interest on any Advances made to any Subsidiary Borrower under this Agreement shall have been repaid or paid in full, all outstanding Letters of Credit issued for the account of such Subsidiary Borrower have expired Borrower, or been returned and terminated and all other obligations of amounts payable by such Subsidiary Borrower under this Agreement shall have been fully performedon account of any Loans made to it or Letters of Credit issued for its account, as of the Company may, by not less than five (5) Business Days' prior notice to the effective date of such termination. The Administrative Agent (which shall will promptly notify the Lenders thereof), terminate of any such termination of a Subsidiary Borrower's ’s status as such. For the avoidance of doubt, the termination of a Subsidiary Borrower’s status as such shall not affect its status as a "Subsidiary Borrower". The Administrative Agent Guarantor. (vi) Each Lender may, at its option, make any Loan available to any Foreign Borrower by causing any foreign or domestic branch or Affiliate of such Lender to make such Loan, and any exercise of such option shall give not affect the Lenders written notice obligation of such Foreign Borrower to repay such Loan in accordance with the addition terms of any Subsidiary Borrowers to this Agreement.

Subsidiary Borrowers. The Company may at (a) At any time or time, from time to time, the Company may designate (x) any Domestic Subsidiary of the Company as a Domestic Subsidiary Borrower, with the consent of the Administrative Agent add (not to be unreasonably withheld) and (y) any Foreign Subsidiary of the Company as a party Foreign Subsidiary Borrower, with the consent of each Lender and Issuing Bank (provided, that no such Lender or Issuing Bank may withhold such consent unless it is unable to this Agreement any Subsidiary make extensions of credit or provide Commitments to be a such Subsidiary Borrower hereunder by the execution pursuant to any Applicable Law) and delivery to the Administrative Agent and the Lenders of (a) a duly completed Assumption Letter by such Subsidiary, with the written consent of the Company at the foot thereof, (b) such guaranty and subordinated intercompany indebtedness documents as may be reasonably required by the Administrative Agent and such other opinions, documents, certificates or other items as may be required by Section 5.2, such documents with respect to any additional Subsidiaries not to be substantially similar in form and substance to the Loan Documents executed on or about the Closing Date by the Subsidiaries parties hereto as of the Closing Date. Upon such execution, delivery and consent such Subsidiary shall for all purposes be a party hereto as a Subsidiary Borrower as fully as if it had executed and delivered this Agreement. So long as the principal of and interest on any Advances made to any Subsidiary Borrower under this Agreement shall have been repaid or paid in full, all Letters of Credit issued for the account of such Subsidiary Borrower have expired or been returned and terminated and all other obligations of such Subsidiary Borrower under this Agreement shall have been fully performed, the Company may, by not less than five unreasonably withheld) upon (5A) ten Business Days' ’ prior notice to the Administrative Agent (which shall promptly notify such notice to contain the name, primary business address and taxpayer identification number of such Subsidiary), (B) the execution and delivery by the Company, such Subsidiary and the Administrative Agent of a Borrower Joinder Agreement, providing for such Subsidiary to become a Subsidiary Borrower, (C) the agreement and acknowledgment by the Company that the Guaranty in Article X covers the Obligations of such Subsidiary, (D) the delivery to the Administrative Agent of corporate or other applicable resolutions, other corporate or other applicable documents, certificates and legal opinions in respect of such Subsidiary reasonably equivalent to comparable documents delivered on the Effective Date and (E) the delivery to the Administrative Agent of any documentation or other information reasonably requested by the Administrative Agent and necessary to satisfy obligations of the Lenders thereof), terminate for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations. (b) Each Subsidiary Borrower shall be automatically released from its obligations upon (x) the payment in full of all Obligations hereunder (other than (i) contingent indemnification obligations for which no claim has been made and (ii) Obligations in respect of Letters of Credit that have been cash collateralized pursuant to Section 2.20(j) or pursuant to other terms reasonably acceptable to the applicable Issuing Bank and the Administrative Agent or backstopped or rolled into another facility on terms reasonably acceptable to the applicable Issuing Bank and the Administrative Agent)and (y) notification from the Company to the Administrative Agent that (1) the Company desires that such Subsidiary Borrower's status Borrower be released from its obligations and (2) no Default or Event of Default has occurred and is continuing prior to such release or would result as a "result of such release (it being understood that in the event any Subsidiary Borrower". Borrower shall cease to be a Subsidiary of the Company as a result of a transaction permitted hereunder, the Company shall remove such Subsidiary Borrower in accordance with the terms of this clause (b)). (c) The Lenders and the Issuing Banks irrevocably authorize the Administrative Agent shall give to, at the Lenders written notice sole expense of the addition of Company, execute and deliver (1) any Borrower Joinder Agreement contemplated by clause (a) above and (2) any documentation reasonably requested by the Company or any Subsidiary Borrowers Guarantor to this Agreementevidence any release in accordance with clause (b) above.

Subsidiary Borrowers. The Company (a) Cxxxxxxxx may at any time or from time to time, with the consent of the Administrative Agent add as a party to this Agreement any Subsidiary to be a Subsidiary Borrower hereunder by the execution and delivery upon not less than fifteen (15) Business Days’ notice from Cxxxxxxxx to the Administrative Agent and the Lenders of (a) a duly completed Assumption Letter by or such Subsidiary, with the written consent of the Company at the foot thereof, (b) such guaranty and subordinated intercompany indebtedness documents shorter period as may be reasonably required agreed by the Administrative Agent and such other opinionsin its reasonable discretion), documentsdesignate any Wholly-Owned Subsidiary of Cxxxxxxxx, certificates or other items as which, for the avoidance of doubt, may be required by Section 5.2a Foreign Subsidiary of Cxxxxxxxx, such documents with respect to any additional Subsidiaries to be substantially similar in form and substance to the Loan Documents executed on or about the Closing Date by the Subsidiaries parties hereto as of the Closing Date. Upon such execution, delivery and consent such Subsidiary shall for all purposes be a party hereto (an “Applicant Borrower”) as a Subsidiary Borrower as fully as if it had executed and delivered this Agreement. So long as the principal of and interest on any Advances made to any Subsidiary Borrower under this Agreement shall have been repaid or paid in full, all Letters of Credit issued for the account of such Subsidiary Borrower have expired or been returned and terminated and all other obligations of such Subsidiary Borrower under this Agreement shall have been fully performed, the Company may, receive Loans hereunder by not less than five (5) Business Days' prior notice delivering to the Administrative Agent (which shall promptly notify deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit H (a “Subsidiary 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 thereofshall have received such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent (including, without limitation, and subject to customary assumptions and qualifications, opinions with respect to (i) the recognition and enforcement of (x) the choice of the law of the State of New York as the governing law of the Loan Documents in the Applicant Borrower’s jurisdiction of formation and (y) any judgment obtained in New York in relation to a Loan Document and (ii) the necessity that the Loan Documents be filed, recorded or enrolled with any court or other authority in the Applicant Borrower’s jurisdiction of formation or that any stamp, registration or similar tax be paid on or in relation to the Loan Documents or the transactions contemplated by the Loan Documents), as may be required by the Administrative Agent or the Lenders in their sole discretion, and Notes signed by such new Borrowers to the extent any Lenders so require; provided that, for the avoidance of doubt, any Foreign Subsidiary that is designated as a Subsidiary Borrower shall not be required to grant a security interest in any of its assets. If the Administrative Agent and each Lender agrees 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 I (a “Subsidiary Borrower Notice”) to Cxxxxxxxx and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Subsidiary Borrower for purposes hereof, whereupon each of the Lenders agrees to permit such Subsidiary Borrower to receive Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Subsidiary 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 Subsidiary Borrower until the date five Business Days after such effective date; provided further, that effective as of the Closing Date, the Lenders agree that each of the following Subsidiaries may become a “Subsidiary Borrower” pursuant hereto (subject to satisfaction of the other conditions set forth in this Section 2.15) without any requirement of further written consent from the Lenders: (i) Cxxxxxxxx Technology (Europe) S.A., a company organized and existing under the laws of Belgium, (ii) Cxxxxxxxx Technology (UK) Limited, a company organized and existing under the laws of England and Wales, (iii) Cxxxxxxxx Powder Products AB, a company organized and existing under the laws of Sweden, (iv) Cxxxxxxxx Technology (Canada) Ltd., and (v) Cxxxxxxxx Technology Luxembourg S.a.r.l., a company organized and existing under the laws of Luxembourg. (b) Cxxxxxxxx and all other Domestic Borrowers shall be jointly and severally liable for all Secured Obligations owing from Domestic Loan Parties and their Domestic Subsidiaries and hereby guarantee the full and prompt payment of all other Secured Obligations as Guarantors under Article X hereof. Subsidiary Borrowers that are Foreign Subsidiaries shall be jointly and severally liable for all Secured Obligations owing from Foreign Subsidiaries, unless joint liability will result in a material adverse tax consequence to any Borrower or Subsidiary, in which case, the Secured Obligations of such any Subsidiary Borrower that would otherwise result in such material adverse tax consequence will be several in nature; provided that the Secured Obligations of each Subsidiary Borrower that is a Foreign Subsidiary shall not be joint and several in nature to the extent and for so long as any Foreign Requirement of Law would be violated thereby if Cxxxxxxxx and its Subsidiaries have taken all commercially reasonable steps in the determination of the Administrative Agent to avoid or cure such violation, in which case, such Secured Obligations of such Subsidiary Borrower will be several in nature. (c) Each Subsidiary of Cxxxxxxxx that is or becomes a “Subsidiary Borrower” pursuant to this Section 2.15 hereby irrevocably appoints Cxxxxxxxx as its agent for all purposes relevant to this Agreement and each of the other Loan Documents and agrees that (i) Cxxxxxxxx may execute such documents and provide such authorizations on behalf of such Subsidiary Borrowers as Cxxxxxxxx deems appropriate in its sole discretion and each Subsidiary Borrower shall be obligated by all of the terms of any such document and/or authorization executed on its behalf, (ii) any notice or communication delivered by the Administrative Agent, L/C Issuer or a Lender to Cxxxxxxxx shall be deemed delivered to each Borrower and (iii) the Administrative Agent, L/C Issuer or the Lenders may accept, and be permitted to rely on, any document, authorization, instrument or agreement executed by Cxxxxxxxx on behalf of each of the Subsidiary Borrowers. (d) Cxxxxxxxx may from time to time, upon not less than fifteen (15) Business Days’ notice from Cxxxxxxxx to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), terminate a Subsidiary Borrower’s status as such, provided that (i) there are no outstanding Loans payable by such Subsidiary Borrower's status , or other amounts payable by such Subsidiary Borrower on account of any Loans made to it, as a "Subsidiary Borrower"of the effective date of such termination and (ii) after giving pro forma effect to any such termination and any related prepayment of Loans, Cxxxxxxxx shall be in pro forma compliance with the covenants set forth in Section 7.12 of this Agreement, calculated as of the date of such termination. The Administrative Agent shall give will promptly notify the Lenders written notice of any such termination of a Subsidiary Borrower’s status. (e) Each of the addition Administrative Agent, the L/C Issuer, the Swing Line Lender and each Lender at its option may make any Credit Extension or otherwise perform its obligations hereunder through any Lending Office (each, a “Designated Lender”); provided that any exercise of such option shall not affect the obligation of such Borrower to repay any Subsidiary Borrowers to Credit Extension in accordance with the terms of this Agreement. Any Designated Lender shall be considered a Lender; provided that in the case of an Affiliate or branch of a Lender, all provisions applicable to a Lender shall apply to such Affiliate or branch of such Lender to the same extent as such Lender; provided that for the purposes only of voting in connection with any Loan Document, any participation by any Designated Lender in any outstanding Credit Extension shall be deemed a participation of such Lender.

Subsidiary Borrowers. The Company (a) Parent Borrower may at any time or from time to time, with the consent of the Administrative Agent add as a party to this Agreement any Subsidiary to be a Subsidiary upon not less than 15 Business Days’ notice from Parent Borrower hereunder by the execution and delivery to the Administrative Agent and the Lenders of (a) a duly completed Assumption Letter by or such Subsidiary, with the written consent of the Company at the foot thereof, (b) such guaranty and subordinated intercompany indebtedness documents shorter period as may be reasonably required agreed by the Administrative Agent and such other opinionsin its sole discretion), documents, certificates or other items as may be required by Section 5.2, such documents with respect to designate any additional Subsidiaries to be substantially similar in form and substance to the Loan Documents executed on or about the Closing Date by the Subsidiaries parties hereto as Subsidiary of the Closing Date. Upon such execution, delivery and consent such Subsidiary shall for all purposes be a party hereto Parent Borrower (an “Applicant Borrower”) as a Subsidiary Borrower as fully as if it had executed and delivered this Agreement. So long as the principal of and interest on any Advances made to any Subsidiary Borrower under this Agreement shall have been repaid or paid in full, all Letters of Credit issued for the account of such Subsidiary Borrower have expired or been returned and terminated and all other obligations of such Subsidiary Borrower under this Agreement shall have been fully performed, the Company may, receive Loans hereunder by not less than five (5) Business Days' prior notice delivering to the Administrative Agent (which shall promptly notify deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit M (a “Subsidiary 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 thereofshall have received such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent, as may be required by the Administrative Agent or the Required Lenders in their sole discretion, and Notes signed by such new Applicant Borrower to the extent any Lenders so require. If the Administrative Agent and the Required Lenders agrees 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 N (a “Subsidiary Borrower Notice”) to Parent Borrower and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Subsidiary Borrower for purposes hereof, whereupon each of the Lenders agrees to permit such Subsidiary Borrower to receive Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Subsidiary 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 Subsidiary Borrower until the date five Business Days after such effective date. (b) The Obligations of Parent Borrower and each Subsidiary Borrower shall be joint and several in nature. (c) Each Subsidiary Borrower hereby irrevocably appoints Parent Borrower as its agent for all purposes relevant to this Agreement and each of the other Loan Documents, including (i) the giving and receipt of notices, (ii) the execution and delivery of all documents, instruments and certificates contemplated herein and all modifications hereto, and (iii) the receipt of the proceeds of any Loans made by the Lenders to any Subsidiary Borrower. 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 Parent Borrower, whether or not any such other Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to Parent Borrower in accordance with the terms of this Agreement shall be deemed to have been delivered to each Subsidiary Borrower. (d) Parent Borrower may from time to time, upon not less than 10 Business Days’ notice from Parent Borrower to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), terminate a Subsidiary Borrower’s status as such, provided that there are no outstanding Loans payable by such Subsidiary Borrower's status , or other amounts payable by such Subsidiary Borrower on account of any Loans made to it, as a "Subsidiary Borrower"of the effective date of such termination. The Administrative Agent shall give will promptly notify the Lenders written notice of the addition of any such termination of a Subsidiary Borrowers to this AgreementBorrower’s status.

Subsidiary Borrowers. The Company may at any time or from time to time, with the consent of the Administrative Agent Agent, add as a party to this Agreement any Wholly-Owned Subsidiary that is a Domestic Subsidiary to be a "Subsidiary Borrower Borrower" hereunder by the execution and delivery to the Administrative Agent and the Lenders of (a) a duly completed Assumption Letter by such Subsidiary, with the written consent of the Company at the foot thereof, thereof and (b) such guaranty other guaranty, security and subordinated intercompany indebtedness documents (and related closing documentation) as required by Section 5.2 or as otherwise may be reasonably required by the Administrative Agent and such other opinions, documents, certificates or other items as may be required by Section 5.2Agent, such documents with respect to any additional Subsidiaries to be substantially similar in form and substance to the Loan Documents executed on or about the Closing Date by or in respect of the Subsidiaries parties hereto as of the Closing Date. Upon such execution, delivery and consent such Subsidiary shall for all purposes be a party hereto as a Subsidiary Borrower as fully as if it had executed and delivered this Agreement. So long as the principal of and interest on any Advances made to any Subsidiary Borrower under this Agreement shall have been repaid or paid in full, all Letters of Credit issued for the account of such Subsidiary Borrower have expired or been returned and terminated and all other obligations of such Subsidiary Borrower under this Agreement shall have been fully performed, the Company may, by not less than five (5) Business Days' prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), terminate such Subsidiary Borrower's status as a "Subsidiary Borrower". The Administrative Agent shall give the Lenders written notice of the addition of any Subsidiary Borrowers to this Agreement" hereunder.

Subsidiary Borrowers. The Company may at any time or from time to time, with the consent of the Administrative Agent add as a party to this Agreement any Subsidiary to be a Subsidiary Borrower hereunder by the execution and delivery to the Administrative Agent and the Lenders of (a) a duly completed Assumption Letter by such Subsidiary, with the written consent of the Company at the foot thereof, (b) such guaranty and subordinated intercompany indebtedness documents as may be reasonably required by the Administrative Agent and such other opinions, documents, certificates or other items as may be required by Section 5.2, such documents with respect to any additional Subsidiaries to be substantially similar in form and substance to the Loan Documents executed on or about the Closing Date by the Subsidiaries parties hereto as of the Closing Date. Upon such execution, delivery and consent such Subsidiary shall for all purposes be a party hereto as a Subsidiary Borrower as fully as if it had executed and delivered this Agreement. So long as the principal of and interest on any Advances made to any Subsidiary Borrower under this Agreement shall have been repaid or paid in full, all Letters of Credit issued for the account of such Subsidiary Borrower have expired or been returned and terminated and all other obligations of such Subsidiary Borrower under this Agreement shall have been fully performed, the Company may, by not less than five (5) Business Days' ’ notice, any Eligible Restricted Subsidiary may become a Subsidiary Borrower hereunder by delivering to the Administrative Agent a supplement or joinder in form and substance reasonably satisfactory to the Administrative Agent executed by such Restricted Subsidiary and the Company (a “Subsidiary Joinder Agreement”), setting forth the agreement of such Restricted Subsidiary to become a party to this Agreement as a Subsidiary Borrower and to be bound by all the terms and provisions hereof, and such evidence of appropriate corporate authorization on the part of such Eligible Restricted Subsidiary and such opinions of counsel for such Eligible Restricted Subsidiary as the Administrative Agent may reasonably request; provided, however, it shall be a condition to the effectiveness of such Eligible Restricted Subsidiary becoming a Subsidiary Borrower hereunder that after giving effect to such Subsidiary Joinder Agreement, (i) the representations and warranties of the Borrowers contained in Article V (but excluding the representation set forth in Section 5.05(b)) or in any other Loan Document shall be true and correct in all material respects, (ii) no Default or Event of Default shall exist, or would result therefrom and (iii) if such joinder obligates the Administrative Agent or any Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Company shall have supplied such documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry out and be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under all applicable laws and regulations (including, without limitation, delivery of a Beneficial Ownership Certification in relation to such Subsidiary Borrower), and such compliance has been confirmed. (b) The eligibility of any Subsidiary Borrower to continue to borrow under this Agreement shall terminate when the Administrative Agent receives an election to terminate an Eligible Restricted Subsidiary’s status as a Subsidiary Borrower, in form and substance satisfactory to the Administrative Agent (the “Subsidiary Termination Agreement”). The delivery of a Subsidiary Termination Agreement shall not affect any obligation of such Subsidiary Borrower hereunder incurred prior to delivery of such Subsidiary Termination Agreement. (c) Each Subsidiary Joinder Agreement delivered to the Administrative Agent shall be duly executed on behalf of the relevant Eligible Restricted Subsidiary and the Company, and each Subsidiary Termination Agreement delivered to the Administrative Agent shall be duly executed on behalf of the Company, in such number of copies as the Administrative Agent may request. The Administrative Agent shall promptly give notice to the Lenders and the L/C Issuers of its receipt of any Subsidiary Joinder Agreement or Subsidiary Termination Agreement and provide a copy of each such Subsidiary Joinder Agreement and Subsidiary Termination Agreement to each L/C Issuer and each Lender. (d) If the Company shall deliver a Subsidiary Joinder Agreement with respect to any Subsidiary not organized under the laws of the United States or any State thereof, any Lender may, with notice to the Administrative Agent (which shall promptly notify and the Lenders thereof)Company, terminate make any Loan available to such Subsidiary Borrower's status as a "by causing an Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of such Subsidiary Borrower". The Administrative Agent shall give to repay such Loan in accordance with the Lenders written notice terms of the addition of any Subsidiary Borrowers to this Agreement. (e) If (i) the Company delivers a Subsidiary Termination Agreement with respect to a Subsidiary Borrower, (ii) a Subsidiary Borrower at any time ceases to be an Eligible Restricted Subsidiary or (iii) an Event of Default specified in clause (f) of Article VIII occurs with respect to a Subsidiary Borrower:

Subsidiary Borrowers. The Company In addition to the requirements of any other applicable provision of this Agreement or any other Loan Document, if any Subsidiary of a Borrower is formed or acquired after the Agreement Date, the Borrowers will notify the Credit Parties in writing thereof within 10 Business Days following the date on which such Subsidiary is formed or acquired (or such later date as may at any time or from time be acceptable to time, with the consent of the Administrative Agent add as a party to this Agreement in its sole discretion) and, by such date (unless any such requirement is waived in writing by the Administrative agent in its sole discretion): (i) the Borrowers will cause each such Subsidiary to be (A) execute and deliver a Subsidiary Borrower hereunder by Joinder Agreement and a Perfection Certificate and (B) promptly take such actions to create and perfect Liens on such Subsidiary’s assets to secure the Secured Obligations as the Administrative Agent shall reasonably request (including the execution and delivery of any Collateral Access Agreement or similar document) (it being understood that not more than 100% of the non-voting Equity Interests (if any) and 65% of the voting Equity Interests in each Foreign Subsidiary that is a Controlled Foreign Corporation shall be pledged); (ii) if any Equity Interests issued by any such Subsidiary are owned or held by or on behalf of any Borrower, such Borrower will cause such Equity Interests to be pledged pursuant to the Collateral Documents not later than the tenth Business Day after the date on which such Subsidiary is formed or acquired (it being understood that not more than 100% of the non-voting Equity Interests (if any) and 65% of the voting Equity Interests in each Foreign Subsidiary that is a Controlled Foreign Corporation shall be pledged); and (iii) the Borrowers will deliver or cause to be delivered to the Administrative Agent such certificates and the Lenders of (a) legal opinions as would have been required had such Subsidiary been a duly completed Assumption Letter by such Subsidiary, with the written consent of the Company at the foot thereof, (b) such guaranty and subordinated intercompany indebtedness documents as may be reasonably required by the Administrative Agent and such other opinions, documents, certificates or other items as may be required by Section 5.2, such documents with respect to any additional Subsidiaries to be substantially similar in form and substance to the Loan Documents executed Borrower on or about the Closing Date by the Subsidiaries parties hereto as of the Closing Date. Upon such execution, delivery and consent such Subsidiary shall for all purposes be a party hereto as a Subsidiary Borrower as fully as if it had executed and delivered this Agreement. So long as the principal of and interest on any Advances made to any Subsidiary Borrower under this Agreement shall have been repaid or paid in full, all Letters of Credit issued for the account of such Subsidiary Borrower have expired or been returned and terminated and all other obligations of such Subsidiary Borrower under this Agreement shall have been fully performed, the Company may, by not less than five (5) Business Days' prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), terminate such Subsidiary Borrower's status as a "Subsidiary Borrower". The Administrative Agent shall give the Lenders written notice of the addition of any Subsidiary Borrowers to this Agreement.

Subsidiary Borrowers. The Company So long as no Default or Unmatured Default has occurred and is continuing, the Borrower may at any time or from time to time, with the consent of the Administrative Agent time add as a party to this Agreement any a wholly-owned Domestic Incorporated Subsidiary as a “Subsidiary Borrower” hereunder, such joinder to be subject to (a) the prior written consent of the Administrative Agent and one hundred percent (100%) of the Lenders, (b) the receipt of evidence satisfactory to the Administrative Agent that such Domestic Incorporated Subsidiary would not, in its capacity as a Subsidiary Borrower hereunder, be required by law to withhold or deduct any Taxes from or in respect of any sum payable hereunder by such Domestic Incorporated Subsidiary to the Administrative Agent or any Lender and that no other adverse tax, regulatory or other consequences would affect the Administrative Agent or any Lender as a result of such Domestic Incorporated Subsidiary’s status as a Subsidiary Borrower, (c) receipt by the Administrative Agent of a valid and enforceable amendment to this Credit Agreement to the extent the Administrative Agent deems such amendment necessary or advisable in connection with such joinder, (d) the execution and delivery to the Administrative Agent and the Lenders by such Domestic Incorporated Subsidiary of (a) a duly completed Assumption Letter documentation pursuant to which such Domestic Incorporated Subsidiary shall agree to become a Subsidiary Borrower hereunder and to perform, comply with and be bound by such Subsidiaryeach of the provisions of this Agreement applicable to the Borrower, with the written consent of the Company at Borrower appearing thereon and (e) the foot thereof, (b) such guaranty execution and subordinated intercompany indebtedness documents as may be reasonably required by delivery to the Administrative Agent of each other instrument, document and agreement as the Administrative Agent may request, including, without limitation, acceptable opinions of counsel. Upon satisfaction of all such other opinions, documents, certificates or other items as may be required by Section 5.2conditions, such documents with respect to any additional Subsidiaries to be substantially similar in form and substance to the Loan Documents executed on or about the Closing Date by the Subsidiaries parties hereto as of the Closing Date. Upon such execution, delivery and consent such Domestic Incorporated Subsidiary shall for all purposes be a party hereto as a Subsidiary Borrower as fully as if it had executed and delivered this Agreement. So long as the principal of and interest on any Advances made Subsequent to any Subsidiary Borrower under this Agreement shall have been repaid or paid in full, all Letters of Credit issued for the account of such Subsidiary Borrower have expired or been returned and terminated and all other obligations of such Subsidiary Borrower under this Agreement shall have been fully performed, the Company may, by not less than five (5) Business Days' prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), terminate such Subsidiary Borrower's status as a "Subsidiary Borrower". The Administrative Agent shall give the Lenders written notice of the addition of any Domestic Incorporated Subsidiary Borrowers of the Borrower as a Subsidiary Borrower, (i) the Borrower and each Subsidiary Borrower shall be jointly and severally liable for all of the Obligations of the Borrower and each Subsidiary Borrower under the Loan Documents, (ii) each Subsidiary Borrower shall be permitted to this Agreementrequest Advances hereunder and (iii) all references herein to the “Borrower” shall be deemed to be references to the Borrower and each Subsidiary Borrower, individually and collectively.

Subsidiary Borrowers. The Company (a) Cxxxxxxxx may at any time or from time to time, with the consent of the Administrative Agent add as a party to this Agreement any Subsidiary to be a Subsidiary Borrower hereunder by the execution and delivery upon not less than fifteen (15) Business Days’ notice from Cxxxxxxxx to the Administrative Agent and the Lenders of (a) a duly completed Assumption Letter by or such Subsidiary, with the written consent of the Company at the foot thereof, (b) such guaranty and subordinated intercompany indebtedness documents shorter period as may be reasonably required agreed by the Administrative Agent and such other opinionsin its reasonable discretion), documentsdesignate any Wholly-Owned Subsidiary of Cxxxxxxxx, certificates or other items as which, for the avoidance of doubt, may be required by Section 5.2a Foreign Subsidiary of Cxxxxxxxx, such documents with respect to any additional Subsidiaries to be substantially similar in form and substance to the Loan Documents executed on or about the Closing Date by the Subsidiaries parties hereto as of the Closing Date. Upon such execution, delivery and consent such Subsidiary shall for all purposes be a party hereto (an “Applicant Borrower”) as a Subsidiary Borrower as fully as if it had executed and delivered this Agreement. So long as the principal of and interest on any Advances made to any Subsidiary Borrower under this Agreement shall have been repaid or paid in full, all Letters of Credit issued for the account of such Subsidiary Borrower have expired or been returned and terminated and all other obligations of such Subsidiary Borrower under this Agreement shall have been fully performed, the Company may, receive Loans hereunder by not less than five (5) Business Days' prior notice delivering to the Administrative Agent (which shall promptly notify deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit H (a “Subsidiary 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 thereofshall have received such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent (including, without limitation, and subject to customary assumptions and qualifications, opinions with respect to (i) the recognition and enforcement of (x) the choice of the law of the State of New York as the governing law of the Loan Documents in the Applicant Borrower’s jurisdiction of formation and (y) any judgment obtained in New York in relation to a Loan Document and (ii) the necessity that the Loan Documents be filed, recorded or enrolled with any court or other authority in the Applicant Borrower’s jurisdiction of formation or that any stamp, registration or similar tax be paid on or in relation to the Loan Documents or the transactions contemplated by the Loan Documents), as may be required by the Administrative Agent or the Lenders in their sole discretion, and Notes signed by such new Borrowers to the extent any Lenders so require; provided that, for the avoidance of doubt, any Foreign Subsidiary that is designated as a Subsidiary Borrower shall not be required to grant a security interest in any of its assets. If the Administrative Agent and each Lender agrees 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 I (a “Subsidiary Borrower Notice”) to Cxxxxxxxx and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Subsidiary Borrower for purposes hereof, whereupon each of the Lenders agrees to permit such Subsidiary Borrower to receive Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Subsidiary 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 Subsidiary Borrower until the date five Business Days after such effective date; provided further, that effective as of the Closing Date, the Lenders agree that each of the following Subsidiaries may become a “Subsidiary Borrower” pursuant hereto (subject to satisfaction of the other conditions set forth in this Section 2.15) without any requirement of further written consent from the Lenders: (i) Cxxxxxxxx Technology (Europe) S.A., a company organized and existing under the laws of Belgium, (ii) Cxxxxxxxx Technology (UK) Limited, a company organized and existing under the laws of England and Wales, (iii) Cxxxxxxxx Powder Products AB, a company organized and existing under the laws of Sweden, (iv) Cxxxxxxxx Technology (Canada) Ltd., and (v) Cxxxxxxxx Technology Luxembourg S.a.r.l., a company organized and existing under the laws of Luxembourg. (b) Cxxxxxxxx and all other Domestic Borrowers shall be jointly and severally liable for all Secured Obligations owing from Cxxxxxxxx, the Domestic Loan Parties and their Domestic Subsidiaries and hereby guarantee the full and prompt payment of all other Secured Obligations as Guarantors under Article X hereof. Subsidiary Borrowers that are Foreign Subsidiaries shall be jointly and severally liable for all Secured Obligations owing from Foreign Subsidiaries, unless joint liability will result in a material adverse tax consequence to any Borrower or Subsidiary, in which case, the Secured Obligations of such any Subsidiary Borrower that would otherwise result in such material adverse tax consequence will be several in nature; provided that the Secured Obligations of each Subsidiary Borrower that is a Foreign Subsidiary shall not be joint and several in nature to the extent and for so long as any Foreign Requirement of Law would be violated thereby if Cxxxxxxxx and its Subsidiaries have taken all commercially reasonable steps in the determination of the Administrative Agent to avoid or cure such violation, in which case, such Secured Obligations of such Subsidiary Borrower will be several in nature. (c) Each Subsidiary of Cxxxxxxxx that is or becomes a “Subsidiary Borrower” pursuant to this Section 2.15 hereby irrevocably appoints Cxxxxxxxx as its agent for all purposes relevant to this Agreement and each of the other Loan Documents and agrees that (i) Cxxxxxxxx may execute such documents and provide such authorizations on behalf of such Subsidiary Borrowers as Cxxxxxxxx deems appropriate in its sole discretion and each Subsidiary Borrower shall be obligated by all of the terms of any such document and/or authorization executed on its behalf, (ii) any notice or communication delivered by the Administrative Agent, L/C Issuer or a Lender to Cxxxxxxxx shall be deemed delivered to each Borrower and (iii) the Administrative Agent, L/C Issuer or the Lenders may accept, and be permitted to rely on, any document, authorization, instrument or agreement executed by Cxxxxxxxx on behalf of each of the Subsidiary Borrowers. (d) Cxxxxxxxx may from time to time, upon not less than fifteen (15) Business Days’ notice from Cxxxxxxxx to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), terminate a Subsidiary Borrower’s status as such, provided that (i) there are no outstanding Loans payable by such Subsidiary Borrower's status , or other amounts payable by such Subsidiary Borrower on account of any Loans made to it, as a "Subsidiary Borrower"of the effective date of such termination and (ii) after giving Pro Forma Effect to any such termination and any related prepayment of Loans, Cxxxxxxxx shall be in Pro Forma Compliance with the covenants set forth in Section 7.12 of this Agreement, calculated as of the date of such termination. The Administrative Agent shall give will promptly notify the Lenders written notice of any such termination of a Subsidiary Borrower’s status. (e) Each of the addition Administrative Agent, the L/C Issuer, the Swing Line Lender and each Lender at its option may make any Credit Extension or otherwise perform its obligations hereunder through any Lending Office (each, a “Designated Lender”); provided that any exercise of such option shall not affect the obligation of such Borrower to repay any Subsidiary Borrowers to Credit Extension in accordance with the terms of this Agreement. Any Designated Lender shall be considered a Lender; provided that in the case of an Affiliate or branch of a Lender, all provisions applicable to a Lender shall apply to such Affiliate or branch of such Lender to the same extent as such Lender; provided that for the purposes only of voting in connection with any Loan Document, any participation by any Designated Lender in any outstanding Credit Extension shall be deemed a participation of such Lender.

Subsidiary Borrowers. The Company (a) Xxxxxxxxx may at any time or from time to time, with the consent of the Administrative Agent add as a party to this Agreement any Subsidiary to be a Subsidiary Borrower hereunder by the execution and delivery upon not less than 15 Business Days’ notice from Xxxxxxxxx to the Administrative Agent and the Lenders of (a) a duly completed Assumption Letter by or such Subsidiary, with the written consent of the Company at the foot thereof, (b) such guaranty and subordinated intercompany indebtedness documents shorter period as may be reasonably required agreed by the Administrative Agent and such other opinionsin its reasonable discretion), documents, certificates or other items as may be required by Section 5.2, such documents with respect to designate any additional Subsidiaries to be substantially similar in form and substance to the Loan Documents executed on or about the Closing Date by the Subsidiaries parties hereto as Subsidiary of the Closing Date. Upon such execution, delivery and consent such Subsidiary shall for all purposes be a party hereto Xxxxxxxxx (an “Applicant Borrower”) as a Subsidiary Borrower as fully as if it had executed and delivered this Agreement. So long as the principal of and interest on any Advances made to any Subsidiary Borrower under this Agreement shall have been repaid or paid in full, all Letters of Credit issued for the account of such Subsidiary Borrower have expired or been returned and terminated and all other obligations of such Subsidiary Borrower under this Agreement shall have been fully performed, the Company may, receive Loans hereunder by not less than five (5) Business Days' prior notice delivering to the Administrative Agent (which shall promptly notify deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit G (a “Subsidiary 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 thereofshall have received such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent, as may be required by the Administrative Agent or the Required Lenders in their sole discretion, 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 H (a “Subsidiary Borrower Notice”) to Xxxxxxxxx and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Subsidiary Borrower for purposes hereof, whereupon each of the Lenders agrees to permit such Subsidiary Borrower to receive Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Subsidiary 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 Subsidiary Borrower until the date five Business Days after such effective date; provided further, that effective as of the Closing Date, the Required Lenders agree that each of the following Subsidiaries may become a “Subsidiary Borrower” pursuant hereto (subject to satisfaction of the other conditions set forth in this Section 2.15) without any requirement of further written consent from the Required Lenders: (i) Xxxxxxxxx Technology (Europe) S.A., a company organized and existing under the laws of Belgium, (ii) Xxxxxxxxx Technology (UK) Limited, a company organized and existing under the laws of England and Wales, (iii) Xxxxxxxxx Powder Products AB, a company organized and existing under the laws of Sweden and (iv) Xxxxxxxxx Technology (Canada) Ltd. (b) The Obligations of Xxxxxxxxx and each Subsidiary Borrower that is a Domestic Subsidiary shall be joint and several in nature. The Obligations of all Subsidiary Borrowers that are Foreign Subsidiaries shall be joint and several in nature, unless joint liability will result in a material adverse tax consequence to any Borrower or Subsidiary, in which case, the Obligations of Xxxxxxxxx that would otherwise result in such material adverse tax consequence will be several in nature. (c) Each Subsidiary of Xxxxxxxxx that is or becomes a “Subsidiary Borrower” pursuant to this Section 2.15 hereby irrevocably appoints Xxxxxxxxx as its agent for all purposes relevant to this Agreement and each of the other Loan Documents, including (i) the giving and receipt of notices, (ii) the execution and delivery of all documents, instruments and certificates contemplated herein and all modifications hereto, and (iii) the receipt of the proceeds of any Loans made by the Lenders to any such Subsidiary 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 Xxxxxxxxx, whether or not any such other Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to Xxxxxxxxx in accordance with the terms of this Agreement shall be deemed to have been delivered to each Subsidiary Borrower. (d) Xxxxxxxxx may from time to time, upon not less than 15 Business Days’ notice from Xxxxxxxxx to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), terminate a Subsidiary Borrower’s status as such, provided that there are no outstanding Loans payable by such Subsidiary Borrower's status , or other amounts payable by such Subsidiary Borrower on account of any Loans made to it, as a "Subsidiary Borrower"of the effective date of such termination. The Administrative Agent shall give will promptly notify the Lenders written notice of the addition of any such termination of a Subsidiary Borrowers to this AgreementBorrower’s status.

Subsidiary Borrowers. The Company may at any time or from time to time, with the consent of the Administrative Agent Agent, add as a party to this Agreement any Domestic Subsidiary that is a Wholly-Owned Subsidiary to be a Subsidiary Borrower hereunder by the execution and delivery to the Administrative Agent and the Lenders of (a) a duly completed Assumption Letter by such Domestic Subsidiary, with the acknowledgement of the Agent and written consent of the Company Borrowers at the foot thereof, (b) such guaranty and subordinated intercompany indebtedness documents as may be reasonably required by the Administrative Agent and such other opinions, agreements, documents, certificates or other items as may be required by Section 5.24.3, such documents with respect to any additional Subsidiaries Subsidiary Borrowers to be substantially similar in form and substance to the Loan Documents executed on or about the Closing Date date hereof by the Subsidiaries Subsidiary Borrowers parties hereto as of the Closing Date. Upon such execution, delivery and consent such Subsidiary shall for all purposes be a party hereto as a Subsidiary Borrower as fully as if it had executed and delivered this Agreement. So long as the principal of and interest on any Advances Credit Extensions made to any Subsidiary Borrower under this Agreement shall have been repaid or paid in full, all Letters of Credit Facility LCs issued for the account of such Subsidiary Borrower have expired or been returned and terminated and all other obligations of such Subsidiary Borrower under this Agreement shall have been fully performed, the Company may, by not less than five (5) Business Days' prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), terminate such Subsidiary Borrower's status as a "Subsidiary Borrower"" (it being understood and agreed that such Subsidiary Borrower shall remain liable with respect to indemnification and similar obligations incurred prior to such termination). The Administrative Agent shall give the Lenders written notice of the addition of any Subsidiary Borrowers to this Agreement.

Subsidiary Borrowers. The Company On or after the Restatement Effective Date, the U.S. Borrower may at designate any time or from time Wholly-Owned Subsidiary as a Subsidiary Borrower by delivery to timethe Administrative Agent of a Subsidiary Borrower Agreement executed by such Subsidiary and the U.S. Borrower. Each such designation shall specify whether such Subsidiary shall be entitled (i) to obtain Revolving Loans and/or (ii) to request the creation of Ancillary Facilities under Section 2.22, with and each such designation shall be subject to the consent of the Administrative Agent add (which consent shall not unreasonably be withheld); provided that, to the extent such designation specifies a Foreign Subsidiary as a party the Subsidiary Borrower, such designation shall be subject to this Agreement any Subsidiary to the consent of all Lenders (which consent shall not unreasonably be a Subsidiary Borrower hereunder withheld). Upon the execution by the execution U.S. Borrower and delivery to the Administrative Agent and the Lenders of (a) a duly completed Assumption Letter by such Subsidiary, with the written consent of the Company at the foot thereof, (b) such guaranty and subordinated intercompany indebtedness documents as may be reasonably required by the Administrative Agent and such other opinions, documents, certificates or other items as may be required by Section 5.2, such documents Subsidiary Borrower Termination with respect to any additional Subsidiaries to be substantially similar in form and substance to the Loan Documents executed on or about the Closing Date by the Subsidiaries parties hereto as of the Closing Date. Upon such executionSubsidiary Borrower, delivery and consent such Subsidiary shall for all purposes cease to be a party hereto as a Subsidiary Borrower as fully as if it had executed and delivered a party to this Agreement. So long ; provided that no Subsidiary Borrower Termination will become effective as the principal of and interest on any Advances made to any Subsidiary Borrower under this Agreement shall have been repaid or paid in full, all Letters of Credit issued for the account of such Subsidiary Borrower have expired or been returned and terminated and all (other obligations of such Subsidiary Borrower under this Agreement shall have been fully performed, the Company may, by not less than five (5) Business Days' prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), terminate such Subsidiary Borrower's status as ’s right to make further Borrowings under this Agreement) at a "time when any principal of or interest on any Loan to such Subsidiary Borrower"Borrower shall be outstanding hereunder or any Ancillary Facility under which Ancillary Loans may be made available to such Subsidiary Borrower has not been previously terminated. The Promptly following receipt of any Subsidiary Borrower Agreement or Subsidiary Borrower Termination, the Administrative Agent shall give the Lenders written notice of the addition of any Subsidiary Borrowers send a copy thereof to this Agreementeach Lender.

Subsidiary Borrowers. The Company (a) Xxxxxxxxx may at any time or from time to time, with the consent of the Administrative Agent add as a party to this Agreement any Subsidiary to be a Subsidiary Borrower hereunder by the execution and delivery upon not less than fifteen (15) Business Days’ notice from Xxxxxxxxx to the Administrative Agent and the Lenders of (a) a duly completed Assumption Letter by or such Subsidiary, with the written consent of the Company at the foot thereof, (b) such guaranty and subordinated intercompany indebtedness documents shorter period as may be reasonably required agreed by the Administrative Agent and such other opinionsin its reasonable discretion), documents, certificates or other items as may be required by Section 5.2, such documents with respect to designate any additional Subsidiaries to be substantially similar in form and substance to the Loan Documents executed on or about the Closing Date by the Subsidiaries parties hereto as Wholly-Owned Subsidiary of the Closing Date. Upon such execution, delivery and consent such Subsidiary shall for all purposes be a party hereto Xxxxxxxxx (an “Applicant Borrower”) as a Subsidiary Borrower as fully as if it had executed and delivered this Agreement. So long as the principal of and interest on any Advances made to any Subsidiary Borrower under this Agreement shall have been repaid or paid in full, all Letters of Credit issued for the account of such Subsidiary Borrower have expired or been returned and terminated and all other obligations of such Subsidiary Borrower under this Agreement shall have been fully performed, the Company may, receive Loans hereunder by not less than five (5) Business Days' prior notice delivering to the Administrative Agent (which shall promptly notify deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit G (a “Subsidiary 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 thereofshall have received such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent (including, without limitation, and subject to customary assumptions and qualifications, opinions with respect to (i) the recognition and enforcement of (x) the choice of the law of the State of New York as the governing law of the Loan Documents in the Applicant Borrower’s jurisdiction of incorporation and (y) any judgment obtained in New York in relation to a Loan Document and (ii) the necessity that the Loan Documents be filed, recorded or enrolled with any court or other authority in in the Applicant Borrower’s jurisdiction of incorporation or that any stamp, registration or similar tax be paid on or in relation to the Loan Documents or the transactions contemplated by the Loan Documents), terminate as may be required by the Administrative Agent or the Lenders in their sole discretion, and Notes signed by such Subsidiary Borrower's status as a "Subsidiary Borrower"new Borrowers to the extent any Lenders so require. The If the Administrative Agent and each Lender agrees 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 give send a notice in substantially the form of Exhibit H (a “Subsidiary Borrower Notice”) to Xxxxxxxxx and the Lenders written notice specifying the effective date upon which the Applicant Borrower shall constitute a Subsidiary Borrower for purposes hereof, whereupon each of the addition Lenders agrees to permit such Subsidiary Borrower to receive Loans hereunder, on the terms and conditions set forth herein, and each of any the parties agrees that such Subsidiary Borrowers to 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 Subsidiary Borrower until the date five Business Days after such effective date; provided further, that effective as of the Closing Date, the Lenders agree that each of the following Subsidiaries may become a “Subsidiary Borrower” pursuant hereto (subject to satisfaction of the other conditions set forth in this Section 2.15) without any requirement of further written consent from the Lenders: (i) Xxxxxxxxx Technology (Europe) S.A., a company organized and existing under the laws of Belgium, (ii) Xxxxxxxxx Technology (UK) Limited, a company organized and existing under the laws of England and Wales, (iii) Xxxxxxxxx Powder Products AB, a company organized and existing under the laws of Sweden, (iv) Xxxxxxxxx Technology (Canada) Ltd., and

Subsidiary Borrowers. The Company may at any time or from time to time, with the consent of the Administrative Agent add as a party to this Agreement any Wholly-Owned Subsidiary to be a "Subsidiary Borrower Borrower" hereunder by the execution and delivery to the Administrative Agent and the Lenders of (a) a duly completed Assumption Letter by such Subsidiary, with the written consent of the Company at the foot thereof, thereof and (b) such other guaranty and subordinated intercompany indebtedness documents as may be reasonably required by the Administrative Agent and such other opinions, documents, certificates or other items as may be required by Section 5.2Agent, such documents with respect to any additional Subsidiaries to be substantially similar in form and substance to the Loan Documents executed on or about the Closing Date date of the Existing Agreement by the Subsidiaries parties hereto as of the Closing Date. Upon such execution, delivery and consent such Subsidiary shall for all purposes be a party hereto as a Subsidiary Borrower as fully as if it had executed and delivered this Agreement. So long as the principal of and interest on any Advances made to any Subsidiary Borrower under this Agreement shall have been repaid or paid in full, all Letters of Credit issued for the account of such Subsidiary Borrower have expired or been returned and terminated and all other obligations of such Subsidiary Borrower under this Agreement shall have been fully performed, the Company may, by not less than five (5) Business Days' prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), terminate such Subsidiary Borrower's status as a "Subsidiary Borrower". The Administrative Agent shall give Notwithstanding anything contained in this Section 2.24, the Lenders written notice of the addition of Company may not add as a Subsidiary Borrower any Subsidiary Borrowers that is organized by the Company to this Agreementserve as a so-called "bankruptcy remote subsidiary" in connection with a securitization of Receivables.

Subsidiary Borrowers. The Company may at any time or from time to time, with the consent of the Administrative Agent add as a party to this Agreement any Wholly-Owned Subsidiary to be a "Subsidiary Borrower Borrower" hereunder by the execution and delivery to the Administrative Agent and the Lenders of (a) a duly completed Assumption Letter by such Subsidiary, with the written consent of the Company at the foot thereof, thereof and (b) such other guaranty and subordinated intercompany indebtedness documents as may be reasonably required by the Administrative Agent and such other opinions, documents, certificates or other items as may be required by Section 5.2Agent, such documents with respect to any additional Subsidiaries to be substantially similar in form and substance to the Loan Documents executed on or about the Closing Date date hereof by the Subsidiaries parties hereto as of the Closing Date. Upon such execution, delivery and consent such Subsidiary shall for all purposes be a party hereto as a Subsidiary Borrower as fully as if it had executed and delivered this Agreement. So long as the principal of and interest on any Advances made to any Subsidiary Borrower under this Agreement shall have been repaid or paid in full, all Letters of Credit issued for the account of such Subsidiary Borrower have expired or been returned and terminated and all other obligations of such Subsidiary Borrower under this Agreement shall have been fully performed, the Company may, by not less than five (5) Business Days' prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), terminate such Subsidiary Borrower's status as a "Subsidiary Borrower". The Administrative Agent shall give the Lenders written notice of the addition of any Subsidiary Borrowers to this Agreement.

Subsidiary Borrowers. (a) The Company may Borrower may, at any time or from time to time, with the consent designate one or more Wholly-Owned Subsidiaries of the Administrative Agent add Borrower as a party to this Agreement any “Subsidiary to be a Subsidiary Borrower Borrower” hereunder by the execution and delivery furnishing to the Administrative Agent and the Lenders of (a) at least five Business Days before such designation is to take effect a Designation Letter in duplicate, duly completed Assumption Letter and executed by the Borrower and such Wholly-Owned Subsidiary, together with (i) the written consent of the Company at the foot thereof, items described in paragraphs (b) and (c) of Section 4.01 relating to such guaranty Subsidiary Borrower in form and subordinated intercompany indebtedness substance satisfactory to the Administrative Agent, (ii) such security agreements and similar documents as the Administrative Agent shall reasonably request to accomplish the pledge by such Subsidiary Borrower of substantially all of its assets (other than Real Property and such immaterial assets as may be reasonably required by agreed upon between the Administrative Agent and the Borrower) to secure the obligations of such Subsidiary Borrower hereunder and under the Designation Letter, and (iii) such other opinions, documents, certificates or other items documents and information (including information relating to “know your customer” rules and regulations) as may be required by Section 5.2, the Administrative Agent shall reasonably request. Upon any such documents with respect to any additional Subsidiaries to be substantially similar in form designation of a Wholly-Owned Subsidiary and substance to the Loan Documents executed on or about the Closing Date by the Subsidiaries parties hereto as consent of each of the Closing Date. Upon such executionLenders, delivery and consent which will not be unreasonably withheld, such Subsidiary shall for all purposes be a party hereto as a Subsidiary Borrower as fully as if it had executed hereunder (with the related rights and delivered obligations) and shall be entitled to request Revolving Loans on and subject to the terms and conditions of, and to the extent provided in, this Agreement. ; provided, however, that if the Borrower so indicates in the applicable Designation Letter, the Subsidiary Borrower may be entitled to request only Alternate Currency Loans, in which case such Subsidiary Borrower shall then be entitled to request Alternate Currency Loans on and subject to the terms and conditions of, and to the extent provided in, this Agreement and the consent to such designation of only the Administrative Agent and the applicable Alternate Currency Lenders shall be required. (b) So long as the principal of and interest on any Advances all Loans made to any Subsidiary Borrower under this Agreement shall and any related obligations have been repaid or paid in full, all Letters of Credit issued for the account Borrower may terminate the status of such Subsidiary Borrower have expired or been returned and terminated and all other obligations of such as a Subsidiary Borrower under this Agreement shall have been fully performed, the Company may, hereunder by not less than five (5) Business Days' prior notice furnishing to the Administrative Agent (a Termination Letter in duplicate, duly completed and executed by the Borrower and such Subsidiary. Any Termination Letter furnished hereunder shall be effective upon receipt by the Administrative Agent, which shall promptly notify the Lenders thereof)Lenders. Notwithstanding the foregoing, the delivery of a Termination Letter with respect to any Subsidiary Borrower shall not terminate (i) any obligation of such Subsidiary Borrower's status as a "Subsidiary Borrower". The Administrative Agent shall give Borrower that remains unpaid at the Lenders written notice time of such delivery or (ii) the obligations of the addition of Borrower under the Parent Guaranty with respect to any Subsidiary Borrowers to this Agreementsuch unpaid obligations.

Subsidiary Borrowers. The Company may at any time or from time to time, with the consent of the Administrative Agent add as a party to this Agreement any Subsidiary to be a "Subsidiary Borrower Borrower" hereunder by the execution and delivery to the Administrative Agent and the Lenders of (a) a duly completed Assumption Letter by such Subsidiary, with the written consent of the Company at the foot thereof, thereof and (b) such other guaranty and subordinated intercompany indebtedness documents as may be reasonably required by the Administrative Agent and such other opinions, documents, certificates or other items as may be required by Section 5.2Agent, such documents with respect to any additional Subsidiaries to be substantially similar in form and substance to the Loan Documents executed on or about the Closing Date date hereof by the Subsidiaries parties hereto as of the Closing Date. Upon such execution, delivery and consent such Subsidiary shall for all purposes be a party hereto as a Subsidiary Borrower as fully as if it had executed and delivered this Agreement. So long as the principal of and interest on any Advances made to any Subsidiary Borrower under this Agreement shall have been repaid or paid in full, all Letters of Credit issued for the account of such Subsidiary Borrower have expired or been returned and terminated full and all other obligations of such Subsidiary Borrower under this Agreement shall have been fully performed, the Company may, by not less than five (5) Business Days' prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), terminate such Subsidiary Borrower's status as a "Subsidiary Borrower". The Administrative Agent shall give the Lenders written notice of the addition of any Subsidiary Borrowers to this Agreement. ARTICLE III: [RESERVED]

Subsidiary Borrowers. The Company may at any time or from time to time, with the consent of the Administrative Agent Lender, add as a party to this Agreement any Subsidiary to be a Subsidiary Borrower hereunder by the execution and delivery to the Administrative Agent and the Lenders Lender of (a) a duly completed Assumption Letter by such Subsidiary, with the written consent of the Company Borrowers at the foot thereof, (b) such guaranty and subordinated intercompany indebtedness documents and, if applicable, security documents as may be reasonably required by the Administrative Agent Lender and such other opinions, agreements, documents, certificates or other items as may be required by Section 5.24.3, such documents with respect to any additional Subsidiaries to be substantially similar in form and substance to the Loan Documents executed on or about the Closing Date date hereof by the Subsidiaries parties hereto as of the Closing Date. No Domestic Subsidiary may be a Subsidiary Borrower. Upon such execution, delivery and consent such Subsidiary shall for all purposes be a party hereto as a Subsidiary Borrower as fully as if it had executed and delivered this Agreement. So long as the principal of and interest on any Advances Credit Extensions made to any Subsidiary Borrower under this Agreement shall have been repaid or paid in full, all Letters of Credit Facility LCs issued for the account of such Subsidiary Borrower have expired or been returned and terminated and all other obligations of such Subsidiary Borrower under this Agreement shall have been fully performed, the Company may, by not less than five (5) Business Days' ’ prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof)Lender, terminate such Subsidiary Borrower's ’s status as a "“Subsidiary Borrower". The Administrative Agent shall give the Lenders written notice of the addition of any Subsidiary Borrowers to this Agreement.”

Subsidiary Borrowers. (a) The Company may Borrower may, at any time or from time to time, designate one or more Wholly-Owned Subsidiaries of the Borrower as a “Subsidiary Borrower” hereunder by furnishing to the Administrative Agent a Designation Letter in duplicate, duly completed and executed by the Borrower and such Wholly-Owned Subsidiary, together with the consent items described in paragraphs (e) and (f) of Section 4.01 relating to such Subsidiary Borrower in substantially the same form and scope as those delivered with respect to any Subsidiary Borrower designated on the date of this Agreement and such other documents as the Administrative Agent shall reasonably request. The Administrative Agent shall promptly notify each Lender of any such designation by the Borrower. Upon any such designation of a Wholly-Owned Subsidiary and, in the case of a designated Subsidiary which is a Foreign Subsidiary, the approval of the Administrative Agent add as a party to this Agreement any and each Lender, such Subsidiary to shall be a Subsidiary Borrower hereunder by (with the execution related rights and delivery obligations) and shall be entitled to request Revolving Loans on and subject to the terms and conditions of, and to the extent provided in, this Agreement. The Administrative Agent and the Lenders of (a) a duly completed Assumption Letter by such Subsidiary, with the written consent of the Company at the foot thereof, (b) such guaranty each Lender hereby acknowledge and subordinated intercompany indebtedness documents as may be reasonably required by the Administrative Agent and such other opinions, documents, certificates or other items as may be required by Section 5.2, such documents with respect to any additional Subsidiaries to be substantially similar in form and substance to the Loan Documents executed on or about the Closing Date by the Subsidiaries parties hereto as of the Closing Date. Upon such execution, delivery and consent such Subsidiary shall for all purposes be a party hereto agree that Xxxxxxx & Xxxxx Finance Europe B.V. is being designated as a Subsidiary Borrower as fully as if it had executed and delivered this Agreement. of the Effective Date. (b) So long as the principal of and interest on any Advances all Loans made to any Subsidiary Borrower under this Agreement shall and any related obligations have been repaid or paid in full, all full and there exists no LC Exposure with respect to Letters of Credit issued for the account of such Subsidiary Borrower, the Borrower have expired or been returned and terminated and all other obligations may terminate the status of such Subsidiary Borrower under this Agreement shall have been fully performed, the Company may, as a Subsidiary Borrower hereunder by not less than five (5) Business Days' prior notice furnishing to the Administrative Agent (a Termination Letter in duplicate, duly completed and executed by the Borrower and such Subsidiary. Any Termination Letter furnished hereunder shall be effective upon receipt by the Administrative Agent, which shall promptly notify the Lenders thereof)Lenders. Notwithstanding the foregoing, the delivery of a Termination Letter with respect to any Subsidiary Borrower shall not terminate (i) any obligation of such Subsidiary Borrower that remains unpaid at the time of such delivery or (ii) the obligations of the Borrower under the Parent Guaranty or of any Subsidiary Guarantor (including such Subsidiary Borrower's status as a ") under the Subsidiary Borrower". The Administrative Agent shall give the Lenders written notice of the addition of Guaranty or any Subsidiary Borrowers other Guarantee delivered pursuant hereto with respect to this Agreementany such unpaid obligations.

Subsidiary Borrowers. The Company (a) Xxxxxxxxx may at any time or from time to time, with the consent of the Administrative Agent add as a party to this Agreement any Subsidiary to be a Subsidiary Borrower hereunder by the execution and delivery upon not less than 15 Business Days’ notice from Xxxxxxxxx to the Administrative Agent and the Lenders of (a) a duly completed Assumption Letter by or such Subsidiary, with the written consent of the Company at the foot thereof, (b) such guaranty and subordinated intercompany indebtedness documents shorter period as may be reasonably required agreed by the Administrative Agent and such other opinionsin its reasonable discretion), documents, certificates or other items as may be required by Section 5.2, such documents with respect to designate any additional Subsidiaries to be substantially similar in form and substance to the Loan Documents executed on or about the Closing Date by the Subsidiaries parties hereto as Subsidiary of the Closing Date. Upon such execution, delivery and consent such Subsidiary shall for all purposes be a party hereto Xxxxxxxxx (an “Applicant Borrower”) as a Subsidiary Borrower as fully as if it had executed and delivered this Agreement. So long as the principal of and interest on any Advances made to any Subsidiary Borrower under this Agreement shall have been repaid or paid in full, all Letters of Credit issued for the account of such Subsidiary Borrower have expired or been returned and terminated and all other obligations of such Subsidiary Borrower under this Agreement shall have been fully performed, the Company may, receive Loans hereunder by not less than five (5) Business Days' prior notice delivering to the Administrative Agent (which shall promptly notify deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit G (a “Subsidiary 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 thereofshall have received such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent, as may be required by the Administrative Agent or the Required Lenders in their sole discretion, 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 H (a “Subsidiary Borrower Notice”) to Xxxxxxxxx and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Subsidiary Borrower for purposes hereof, whereupon each of the Lenders agrees to permit such Subsidiary Borrower to receive Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Subsidiary 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 Subsidiary Borrower until the date five Business Days after such effective date; provided further, that effective as of the Closing Date, the Required Lenders agree that each of the following Subsidiaries may become a “Subsidiary Borrower” pursuant hereto (subject to satisfaction of the other conditions set forth in this Section 2.15) without any requirement of further written consent from the Required Lenders: (i) Xxxxxxxxx Technology (Europe) S.A., a company organized and existing under the laws of Belgium, (ii) Xxxxxxxxx Technology (UK) Limited, a company organized and existing under the laws of England and Wales, (iii) Xxxxxxxxx Powder Products AB, a company organized and existing under the laws of Sweden and (iv) Xxxxxxxxx Technology (Canada) Ltd. (b) The Obligations of Xxxxxxxxx and each Subsidiary Borrower that is a Domestic Subsidiary shall be joint and several in nature. The Obligations of all Subsidiary Borrowers that are Foreign Subsidiaries shall be joint and several in nature, unless joint liability will result in a material adverse tax consequence to any Borrower or Subsidiary, in which case, the Obligations of the Borrower that would otherwise result in such material adverse tax consequence will be several in nature. (c) Each Subsidiary of Xxxxxxxxx that is or becomes a “Subsidiary Borrower” pursuant to this Section 2.15 hereby irrevocably appoints Xxxxxxxxx as its agent for all purposes relevant to this Agreement and each of the other Loan Documents, including (i) the giving and receipt of notices, (ii) the execution and delivery of all documents, instruments and certificates contemplated herein and all modifications hereto, and (iii) the receipt of the proceeds of any Loans made by the Lenders to any such Subsidiary 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 Xxxxxxxxx, whether or not any such other Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to Xxxxxxxxx in accordance with the terms of this Agreement shall be deemed to have been delivered to each Subsidiary Borrower. (d) Xxxxxxxxx may from time to time, upon not less than 15 Business Days’ notice from Xxxxxxxxx to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), terminate a Subsidiary Borrower’s status as such, provided that there are no outstanding Loans payable by such Subsidiary Borrower's status , or other amounts payable by such Subsidiary Borrower on account of any Loans made to it, as a "Subsidiary Borrower"of the effective date of such termination. The Administrative Agent shall give will promptly notify the Lenders written notice of the addition of any such termination of a Subsidiary Borrowers to this AgreementBorrower’s status.

Subsidiary Borrowers. (a) The Company may Borrower may, at any time or from time to time, with the consent designate one or more Wholly-Owned Subsidiaries of the Administrative Agent add Borrower as a party to this Agreement any “Subsidiary to be a Subsidiary Borrower Borrower” hereunder by the execution and delivery furnishing to the Administrative Agent and the Lenders of (a) at least five Business Days before such designation is to take effect a Designation Letter in duplicate, duly completed Assumption Letter and executed by the Borrower and such Wholly-Owned Subsidiary, together with (i) the items described in paragraphs (h) and (i) of Section 4.01 relating to such Subsidiary Borrower in form and substance satisfactory to the Administrative Agent, (ii) such security agreements and similar documents as the Administrative Agent shall reasonably request to accomplish the pledge by such Subsidiary, with the written consent Subsidiary Borrower of the Company at the foot thereof, substantially all of its assets (bother than Real Property) and such guaranty and subordinated intercompany indebtedness documents immaterial assets as may be reasonably required by agreed upon between the Administrative Agent and the Borrower) to secure the obligations of such Subsidiary Borrower hereunder and under the Designation Letter, and (iii) such other opinions, documents, certificates or other items documents and information (including information relating to “know your customer” rules and regulations) as may be required by Section 5.2, the Administrative Agent shall reasonably request. Upon any such documents with respect to any additional Subsidiaries to be substantially similar in form designation of a Wholly-Owned Subsidiary and substance to the Loan Documents executed on or about the Closing Date by the Subsidiaries parties hereto as consent of each of the Closing Date. Upon such executionLenders, delivery and consent which will not be unreasonably withheld, such Subsidiary shall for all purposes be a party hereto as a Subsidiary Borrower as fully as if it had executed hereunder (with the related rights and delivered obligations) and shall be entitled to request Revolving Loans on and subject to the terms and conditions of, and to the extent provided in, this Agreement. ; provided, however, that if the Borrower so indicates in the applicable Designation Letter, the Subsidiary Borrower may be entitled to request only Alternate Currency Loans, in which case such Subsidiary Borrower shall then be entitled to request Alternate Currency Loans on and subject to the terms and conditions of, and to the extent provided in, this Agreement and the consent to such designation of only the Administrative Agent and the applicable Alternate Currency Lenders shall be required. (b) So long as the principal of and interest on any Advances all Loans made to any Subsidiary Borrower under this Agreement shall and any related obligations have been repaid or paid in full, all Letters of Credit issued for the account Borrower may terminate the status of such Subsidiary Borrower have expired or been returned and terminated and all other obligations of such as a Subsidiary Borrower under this Agreement shall have been fully performed, the Company may, hereunder by not less than five (5) Business Days' prior notice furnishing to the Administrative Agent (a Termination Letter in duplicate, duly completed and executed by the Borrower and such Subsidiary. Any Termination Letter furnished hereunder shall be effective upon receipt by the Administrative Agent, which shall promptly notify the Lenders thereof)Lenders. Notwithstanding the foregoing, the delivery of a Termination Letter with respect to any Subsidiary Borrower shall not terminate (i) any obligation of such Subsidiary Borrower's status Borrower that remains unpaid at the time of such delivery or (ii) the obligations of the Borrower under the Parent Guaranty with respect to any such unpaid obligations. (c) BPGR and Manitowoc Asia Holdings as a "the initial Subsidiary Borrower"Borrowers, hereby agree to be bound by the provisions of the second sentence of the third paragraph of the attached form of Designation Letter as if the same were fully set forth herein. The Administrative Agent provisions of Section 2.21(a)(ii) shall give the Lenders written notice of the addition of any not be applicable to such Subsidiary Borrowers to this AgreementBorrowers.

Subsidiary Borrowers. (a) The Company may Borrower may, at any time or from time to time, with the consent designate one or more Wholly-Owned Foreign Subsidiaries of the Administrative Agent add Borrower as a party to this Agreement any “Subsidiary to be a Subsidiary Borrower Borrower” hereunder by the execution and delivery furnishing to the Administrative Agent and the Lenders of (a) at least five Business Days before such designation is to take effect a Designation Letter in duplicate, duly completed Assumption Letter and executed by the Borrower and such Wholly-Owned Foreign Subsidiary, together with (i) the items described in paragraphs (c) and (d) of Section 4.01 relating to such Subsidiary Borrower in form and substance satisfactory to the Administrative Agent, (ii) such security agreements and similar documents as the Administrative Agent shall reasonably request to accomplish the pledge by such Subsidiary, with the written consent Subsidiary Borrower of the Company at the foot thereof, substantially all of its assets (bother than Real Property) and such guaranty and subordinated intercompany indebtedness documents immaterial assets as may be reasonably required by agreed upon between the Administrative Agent and the Borrower) to secure the obligations of such Subsidiary Borrower hereunder and under the Designation Letter, and (iii) such other opinions, documents, certificates or other items documents and information (including information relating to “know your customer” rules and regulations) as may be required by Section 5.2, the Administrative Agent shall reasonably request. Upon any such documents with respect to any additional Subsidiaries to be substantially similar in form designation of a Wholly-Owned Foreign Subsidiary and substance to the Loan Documents executed on or about the Closing Date by the Subsidiaries parties hereto as consent of each of the Closing Date. Upon such executionLenders with a Revolving Commitment, delivery and consent which will not be unreasonably withheld, such Subsidiary shall for all purposes be a party hereto as a Subsidiary Borrower hereunder (with the related rights and obligations) and shall be entitled to request (i) Revolving Loans, (ii) Alternate Currency Loans in one or more specified Alternate Currencies from such Alternate Currency Lenders as fully as if it had executed shall agree to make Alternate Currency Loans to such Subsidiary Borrower or (iii) a combination of the foregoing, on and delivered subject to the terms and conditions of, and to the extent provided in, this Agreement. ; provided, however, that if the Borrower so indicates in the applicable Designation Letter, the Subsidiary Borrower may be entitled to request only Alternate Currency Loans, in which case such Subsidiary Borrower shall then be entitled to request only Alternate Currency Loans on and subject to the terms and conditions of, and to the extent provided in, this Agreement and the consent to such designation of only the Administrative Agent and the applicable Alternate Currency Lenders shall be required. (b) So long as the principal of and interest on any Advances all Loans made to any Subsidiary Borrower under this Agreement shall and any related obligations have been repaid or paid in full, all Letters of Credit issued for the account Borrower may terminate the status of such Subsidiary Borrower have expired or been returned and terminated and all other obligations of such as a Subsidiary Borrower under this Agreement shall have been fully performed, the Company may, hereunder by not less than five (5) Business Days' prior notice furnishing to the Administrative Agent (a Termination Letter in duplicate, duly completed and executed by the Borrower and such Subsidiary. Any Termination Letter furnished hereunder shall be effective upon receipt by the Administrative Agent, which shall promptly notify the Lenders thereof)Lenders. Notwithstanding the foregoing, the delivery of a Termination Letter with respect to any Subsidiary Borrower shall not terminate (i) any obligation of such Subsidiary Borrower's status Borrower that remains unpaid at the time of such delivery or (ii) the obligations of the Borrower under the Parent Guaranty with respect to any such unpaid obligations. (c) Manitowoc EMEA and Manitowoc Asia Holdings as a "the initial Subsidiary Borrower"Borrowers, hereby agree to be bound by the provisions of the second sentence of the third paragraph of the attached form of Designation Letter as if the same were fully set forth herein. The Administrative Agent provisions of Section 2.21(a)(ii) shall give the Lenders written notice of the addition of any not be applicable to such Subsidiary Borrowers Borrowers. It is agreed that Manitowoc EMEA and Manitowoc Asia Holdings shall be entitled to this Agreementrequest Alternate Currency Loans only and shall not be entitled to receive Loans pursuant to Section 2.01(a).

Subsidiary Borrowers. (a) The Company may Borrower may, at any time or from time to time, with the consent designate one or more Wholly-Owned Foreign Subsidiaries of the Administrative Agent add Borrower as a party to this Agreement any “Subsidiary to be a Subsidiary Borrower Borrower” hereunder by the execution and delivery furnishing to the Administrative Agent and the Lenders of (a) at least five Business Days before such designation is to take effect a Designation Letter in duplicate, duly completed Assumption Letter and executed by the Borrower and such Wholly-Owned Foreign Subsidiary, together with (i) the items described in paragraphs (h) and (i) of Section 4.01 of the Original Credit Agreement relating to such Subsidiary Borrower in form and substance satisfactory to the Administrative Agent, (ii) such security agreements and similar documents as the Administrative Agent shall reasonably request to accomplish the pledge by such Subsidiary, with the written consent Subsidiary Borrower of the Company at the foot thereof, substantially all of its assets (bother than Real Property) and such guaranty and subordinated intercompany indebtedness documents immaterial assets as may be reasonably required by agreed upon between the Administrative Agent and the Borrower) to secure the obligations of such Subsidiary Borrower hereunder and under the Designation Letter, and (iii) such other opinions, documents, certificates or other items documents and information (including information relating to “know your customer” rules and regulations) as may be required by Section 5.2, the Administrative Agent shall reasonably request. Upon any such documents with respect to any additional Subsidiaries to be substantially similar in form designation of a Wholly-Owned Foreign Subsidiary and substance to the Loan Documents executed on or about the Closing Date by the Subsidiaries parties hereto as consent of each of the Closing Date. Upon such executionLenders, delivery and consent which will not be unreasonably withheld, such Subsidiary shall for all purposes be a party hereto as a Subsidiary Borrower as fully as if it had executed hereunder (with the related rights and delivered obligations) and shall be entitled to request Revolving Loans on and subject to the terms and conditions of, and to the extent provided in, this Agreement. ; provided, however, that if the Borrower so indicates in the applicable Designation Letter, the Subsidiary Borrower may be entitled to request only Alternate Currency Loans, in which case such Subsidiary Borrower shall then be entitled to request Alternate Currency Loans on and subject to the terms and conditions of, and to the extent provided in, this Agreement and the consent to such designation of only the Administrative Agent and the applicable Alternate Currency Lenders shall be required. (b) So long as the principal of and interest on any Advances all Loans made to any Subsidiary Borrower under this Agreement shall and any related obligations have been repaid or paid in full, all Letters of Credit issued for the account Borrower may terminate the status of such Subsidiary Borrower have expired or been returned and terminated and all other obligations of such as a Subsidiary Borrower under this Agreement shall have been fully performed, the Company may, hereunder by not less than five (5) Business Days' prior notice furnishing to the Administrative Agent (a Termination Letter in duplicate, duly completed and executed by the Borrower and such Subsidiary. Any Termination Letter furnished hereunder shall be effective upon receipt by the Administrative Agent, which shall promptly notify the Lenders thereof)Lenders. Notwithstanding the foregoing, the delivery of a Termination Letter with respect to any Subsidiary Borrower shall not terminate (i) any obligation of such Subsidiary Borrower's status Borrower that remains unpaid at the time of such delivery or (ii) the obligations of the Borrower under the Parent Guaranty with respect to any such unpaid obligations. (c) BPGR and Manitowoc Asia Holdings as a "the initial Subsidiary Borrower"Borrowers, hereby agree to be bound by the provisions of the second sentence of the third paragraph of the attached form of Designation Letter as if the same were fully set forth herein. The Administrative Agent provisions of Section 2.21(a)(ii) shall give the Lenders written notice of the addition of any not be applicable to such Subsidiary Borrowers Borrowers. It is agreed that BPGR and Manitowoc Asia Holdings shall be entitled to this Agreementrequest Alternate Currency Loans only and shall not be entitled to receive Loans pursuant to Section 2.01(a).

Subsidiary Borrowers. (a) The Company may at any time or from time to time, with upon not less than ten (10) Business Days’ notice from the consent of the Administrative Agent add as a party to this Agreement any Subsidiary to be a Subsidiary Borrower hereunder by the execution and delivery Company to the Administrative Agent and the Lenders of (a) a duly completed Assumption Letter by or such Subsidiary, with the written consent of the Company at the foot thereof, (b) such guaranty and subordinated intercompany indebtedness documents shorter period as may be reasonably required agreed by the Administrative Agent and such other opinionsin its sole discretion), documents, certificates designate any one or other items as may be required by Section 5.2, such documents with respect to any additional more Domestic Subsidiaries to be substantially similar in form and substance to the Loan Documents executed on or about the Closing Date by the Subsidiaries parties hereto as of the Closing Date. Upon such execution, delivery and consent such Subsidiary shall for all purposes be a party hereto Company (an “Applicant Borrower”) as a Subsidiary Borrower as fully as if it had executed and delivered this Agreement. So long as the principal of and interest on any Advances made to any Subsidiary Borrower under this Agreement shall have been repaid or paid in full, all Letters of Credit issued for the account of such Subsidiary Borrower have expired or been returned and terminated and all other obligations of such Subsidiary Borrower under this Agreement shall have been fully performed, the Company may, receive Loans hereunder by not less than five (5) Business Days' prior notice delivering to the Administrative Agent (which shall promptly notify deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit I (a “Borrower Designation 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 thereofshall have received such supporting resolutions, constitutional documents, incumbency certificates, opinions of counsel, Security Documents, valuations and other documents, instruments or information (including any “know-your-customer” information requested by the Administrative Agent), 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 sole discretion, and Notes signed by such new Borrowers to the extent any Lenders so require. If the Administrative Agent agrees that an Applicant Borrower shall have satisfied all of the requirements of this Section 2.14 and, therefore, be entitled to receive Loans hereunder, then promptly following receipt of all such requested resolutions, incumbency certificates, Security Documents, opinions of counsel and other documents, instruments or information, the Administrative Agent shall send a notice in substantially the form of Exhibit H (a “Borrower Designation Notice”) to the Company and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Borrower, whereupon each of the Lenders agrees to permit such Applicant Borrower to become a Borrower and to receive Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Applicant Borrower otherwise shall be a Borrower for all purposes of this Agreement; provided that no Notice of Borrowing may be submitted by or on behalf of such Applicant Borrower until the date three (3) Business Days after such effective date. (b) The Company may from time to time, upon not less than ten (10) Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), terminate such Subsidiary Borrower's any Domestic Subsidiary’s status as a "Borrower; provided that there are no outstanding Loans payable by such Borrower or other amounts payable by such Borrower on account of any Credit Extensions made to it, as of the effective date of such termination (unless such Loans and other Obligations have been assumed by another Borrower). Following the termination of any Subsidiary’s status as a Borrower hereunder, such Subsidiary Borrower"shall, subject to the terms of Section 9.16, remain a Subsidiary Guarantor and shall remain subject to the terms of this Agreement. The Administrative Agent shall give will promptly notify the Lenders written notice of the addition of any such termination of a Subsidiary Borrowers to this AgreementBorrower’s status.

Subsidiary Borrowers. (a) The Company may at any time or from time to time, with upon not less than 10 Business Days’ notice from the consent of the Administrative Agent add as a party to this Agreement any Subsidiary to be a Subsidiary Borrower hereunder by the execution and delivery Company to the Administrative Agent and the Lenders of (a) a duly completed Assumption Letter by or such Subsidiary, with the written consent of the Company at the foot thereof, (b) such guaranty and subordinated intercompany indebtedness documents shorter period as may be reasonably required agreed by the Administrative Agent and such other opinionsin its sole discretion), documentsdesignate any one or more Domestic Subsidiaries, certificates or other items as may be required by Section 5.2Canadian Subsidiaries or, such documents with respect to any additional Subsidiaries to be substantially similar in form and substance subject to the Loan Documents executed on or about the Closing Date by the Subsidiaries parties hereto as approval of the Closing Date. Upon such executionAdministrative Agent, delivery and consent such Subsidiary shall for all purposes be a party hereto U.K. Subsidiaries of the Company (an “Applicant Borrower”) as a Subsidiary U.S. Borrower, Canadian Borrower as fully as if it had executed and delivered this Agreement. So long as the principal of and interest on any Advances made or U.K. Borrower, respectively, to any Subsidiary Borrower under this Agreement shall have been repaid or paid in full, all Letters of Credit issued for the account of such Subsidiary Borrower have expired or been returned and terminated and all other obligations of such Subsidiary Borrower under this Agreement shall have been fully performed, the Company may, receive Loans hereunder by not less than five (5) Business Days' prior notice delivering to the Administrative Agent (which shall promptly notify deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit K (a “Borrower Designation 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 thereofshall have received such supporting resolutions, constitutional documents, incumbency certificates, opinions of counsel, Security Documents, Deposit Account Control Agreements, Collateral Access Agreements, valuations and other documents, instruments or information (including any “know-your-customer” information requested by the Administrative Agent, 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 sole discretion, and Notes signed by such new Borrowers to the extent any Lenders so require. If the Administrative Agent agrees that an Applicant Borrower shall have satisfied all of the requirements of this Section 2.22 and, therefore, be entitled to receive Loans hereunder, then promptly following receipt of all such requested resolutions, incumbency certificates, Security Documents, opinions of counsel and other documents, instruments or information, the Administrative Agent shall send a notice in substantially the form of Exhibit L (a “Borrower Designation Notice”) to the Company and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute a U.S. Borrower, if the Applicant Borrower is a Domestic Subsidiary, a Canadian Borrower, if the Applicant Borrower is a Canadian Subsidiary, or a U.K. Borrower, if the Applicant Borrower is a or U.K. Subsidiary, for purposes hereof, whereupon each of the Lenders agrees to permit such Applicant Borrower to become a Borrower and to receive Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Applicant Borrower otherwise shall be a U.S. Borrower, Canadian Borrower or U.K. Borrower, as the case may be, for all purposes of this Agreement; provided that no Notice of Borrowing may be submitted by or on behalf of such Applicant Borrower until the date three Business Days after such effective date. (b) The Company may from time to time, upon not less than 10 Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), terminate such Subsidiary Borrower's any Domestic Subsidiary’s, Canadian Subsidiary’s or U.K. Subsidiary’s status as a "Borrower; provided that there are no outstanding Revolving Credit Facility Loans or LC Obligations payable by such Borrower or other amounts payable by such Borrower on account of any Credit Extensions made to it, as of the effective date of such termination (unless such Loans and other Obligations have been assumed by another Borrower). Following the termination of any Subsidiary’s status as a Borrower hereunder, such Subsidiary Borrower"shall, subject to the terms of Section 9.16, remain a Subsidiary Guarantor and shall remain subject to the terms of this Agreement. The Administrative Agent shall give will promptly notify the Lenders written notice of the addition of any such termination of a Subsidiary Borrowers to this AgreementBorrower’s status.

Subsidiary Borrowers. The Company may at any time or from time to time, with the consent of the Administrative Agent Agent, add as a party to this Agreement any Wholly-Owned Subsidiary to be a “Subsidiary Borrower Borrower” hereunder by the execution and delivery to the Administrative Agent and the Lenders of (a) a duly completed Assumption Letter by such Subsidiary, with the written consent of the Company at the foot thereof, thereof and (b) such other guaranty and subordinated intercompany indebtedness documents (and related closing documentation) as required by Section 5.2 or as otherwise may be reasonably required by the Administrative Agent and such other opinions, documents, certificates or other items as may be required by Section 5.2Agent, such documents with respect to any additional Subsidiaries to be substantially similar in form and substance to the Loan Documents executed on or about the Closing Date by or in respect of the Subsidiaries parties hereto as of the Closing Date. Upon such execution, delivery and consent such Subsidiary shall for all purposes be a party hereto as a Subsidiary Borrower as fully as if it had executed and delivered this Agreement. So long as the principal of and interest on any Advances made to any Subsidiary Borrower under this Agreement shall have been repaid or paid in full, all Letters of Credit issued for the account of such Subsidiary Borrower have expired or been returned and terminated and all other obligations of such Subsidiary Borrower under this Agreement shall have been fully performed, the Company may, by not less than five (5) Business Days' ’ prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), terminate such Subsidiary Borrower's ’s status as a "“Subsidiary Borrower". The Administrative Agent shall give the Lenders written notice of the addition of any Subsidiary Borrowers to this Agreement” hereunder.

Subsidiary Borrowers. The Company may at any time or from time to time, with the consent of the Administrative Agent add as a party to this Agreement any Subsidiary to be a Subsidiary Borrower hereunder by the execution and delivery to the Administrative Agent and the Lenders of (a) a duly completed Assumption Letter by such Subsidiary, with the written consent of the Company at the foot thereof, (b) such guaranty and subordinated intercompany indebtedness documents as may be reasonably required by the Administrative Agent and such other opinions, documents, certificates or other items as may be required by Section 5.2, such documents with respect to any additional Subsidiaries to be substantially similar in form and substance to the Loan Documents executed on or about the Closing Date by the Subsidiaries parties hereto as of the Closing Date. Upon such execution, delivery and consent such Subsidiary shall for all purposes be a party hereto as a Subsidiary Borrower as fully as if it had executed and delivered this Agreement. So long as the principal of and interest on any Advances made to any Subsidiary Borrower under this Agreement shall have been repaid or paid in full, all Letters of Credit issued for the account of such Subsidiary Borrower have expired or been returned and terminated and all other obligations of such Subsidiary Borrower under this Agreement shall have been fully performed, the Company may, by not less than five (5) Business Days' Days notice, any Eligible Restricted Subsidiary may become a Subsidiary Borrower hereunder by delivering to the Administrative Agent a supplement or joinder in form and substance reasonably satisfactory to the Administrative Agent executed by such Restricted Subsidiary and the Company (a “Subsidiary Joinder Agreement”), setting forth the agreement of such Restricted Subsidiary to become a party to this Agreement as a Subsidiary Borrower and to be bound by all the terms and provisions hereof, and such evidence of appropriate corporate authorization on the part of such Eligible Restricted Subsidiary and such opinions of counsel for such Eligible Restricted Subsidiary as the Administrative Agent may reasonably request; provided, however, it shall be a condition to the effectiveness of such Eligible Restricted Subsidiary becoming a Subsidiary Borrower hereunder that after giving effect to such Subsidiary Joinder Agreement, (i) the representations and warranties of the Borrowers contained in Article V (but excluding the representation set forth in Section 5.05(b)) or in any other Loan Document shall be true and correct in all material respects, (ii) no Default or Event of Default shall exist, or would result therefrom and (iii) if such joinder obligates the Administrative Agent or any Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Company shall have supplied such documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry out and be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under all applicable laws and regulations, and such compliance has been confirmed. (b) The eligibility of any Subsidiary Borrower to continue to borrow under this Agreement shall terminate when the Administrative Agent receives an election to terminate an Eligible Restricted Subsidiary’s status as a Subsidiary Borrower, in form and substance satisfactory to the Administrative Agent (the “Subsidiary Termination Agreement”). The delivery of a Subsidiary Termination Agreement shall not affect any obligation of such Subsidiary Borrower hereunder incurred prior to delivery of such Subsidiary Termination Agreement. (c) Each Subsidiary Joinder Agreement delivered to the Administrative Agent shall be duly executed on behalf of the relevant Eligible Restricted Subsidiary and the Company, and each Subsidiary Termination Agreement delivered to the Administrative Agent shall be duly executed on behalf of the Company, in such number of copies as the Administrative Agent may request. The Administrative Agent shall promptly give notice to the Lenders and the L/C Issuers of its receipt of any Subsidiary Joinder Agreement or Subsidiary Termination Agreement and provide a copy of each such Subsidiary Joinder Agreement and Subsidiary Termination Agreement to each L/C Issuer and each Lender. (d) If the Company shall deliver a Subsidiary Joinder Agreement with respect to any Subsidiary not organized under the laws of the United States or any State thereof, any Lender may, with notice to the Administrative Agent (which shall promptly notify and the Lenders thereof)Company, terminate fulfill its Commitment by causing an Affiliate of such Lender to act as the Lender in respect of such Subsidiary Borrower (and such Lender shall, to the extent of Loans made to such Borrower's status as , be deemed for all purposes hereof to have pro tanto assigned such Loans to such Affiliate in compliance with the provisions of this Agreement; provided that such Lender shall have delivered to the Administrative Agent an Assignment and Acceptance with respect to such deemed assignment). (e) If (i) a "Subsidiary Borrower at any time ceases to be an Eligible Restricted Subsidiary (by reason of a Subsidiary Termination Agreement being delivered to the Administrative Agent, by reason of such Subsidiary no longer being wholly owned, directly or indirectly, by the Company or otherwise) or (ii) an Event of Default specified in Section 8.01(f) occurs with respect to a Subsidiary Borrower". The Administrative Agent shall give the Lenders written notice of the addition of any Subsidiary Borrowers to this Agreement.:

Subsidiary Borrowers. The Company may at any time or from time to time, with the consent of the Administrative Agent add as a party to this Agreement any Wholly-Owned Subsidiary to be a Subsidiary Borrower hereunder by the execution and delivery to the Administrative Agent and the Lenders of (a) a duly completed Assumption Letter by such Subsidiary, with the written consent of the Company Borrowers at the foot thereof, (b) such guaranty and subordinated intercompany indebtedness documents and, if applicable, security documents as may be reasonably required by the Administrative Agent and such other opinions, agreements, documents, certificates or other items as may be required by Section 5.24.3, such documents with respect to any additional Subsidiaries to be substantially similar in form and substance to the Loan Documents executed on or about the Closing Date date hereof by the Subsidiaries parties hereto as of the Closing Date. No Foreign Subsidiary may be a Subsidiary Borrower. Upon such execution, delivery and consent such Subsidiary shall for all purposes be a party hereto as a Subsidiary Borrower as fully as if it had executed and delivered this Agreement. So long as the principal of and interest on any Advances Credit Extensions made to any Subsidiary Borrower under this Agreement shall have been repaid or paid in full, all Letters of Credit Facility LCs issued for the account of such Subsidiary Borrower have expired or been returned and terminated and all other obligations Obligations (other than contingent indemnity obligations) of such Subsidiary Borrower under this Agreement shall have been fully performed, the Company may, by not less than five (5) Business Days' prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), terminate such Subsidiary Borrower's status as a "Subsidiary Borrower" or "Borrower," and such Subsidiary Borrower shall be released from any future liability (other than contingent indemnity obligations) as a "Subsidiary Borrower" or "Borrower" hereunder or under the other Loan Documents. The Administrative Agent shall give the Lenders written notice of the addition of any Subsidiary Borrowers to this Agreement.

Subsidiary Borrowers. The Company (a) Parent Borrower may at any time or from time to time, with the consent of the Administrative Agent add as a party to this Agreement any Subsidiary to be a Subsidiary upon not less than 15 Business Days’ notice from Parent Borrower hereunder by the execution and delivery to the Administrative Agent and the Lenders of (a) a duly completed Assumption Letter by or such Subsidiary, with the written consent of the Company at the foot thereof, (b) such guaranty and subordinated intercompany indebtedness documents shorter period as may be reasonably required agreed by the Administrative Agent and such other opinionsin its sole discretion), documents, certificates or other items as may be required by Section 5.2, such documents with respect to designate any additional Subsidiaries to be substantially similar in form and substance to the Loan Documents executed on or about the Closing Date by the Subsidiaries parties hereto as Subsidiary of the Closing Date. Upon such execution, delivery and consent such Subsidiary shall for all purposes be a party hereto Parent Borrower (an “Applicant Borrower”) as a Subsidiary Borrower as fully as if it had executed and delivered this Agreement. So long as the principal of and interest on any Advances made to any Subsidiary Borrower under this Agreement shall have been repaid or paid in full, all Letters of Credit issued for the account of such Subsidiary Borrower have expired or been returned and terminated and all other obligations of such Subsidiary Borrower under this Agreement shall have been fully performed, the Company may, receive Loans hereunder by not less than five (5) Business Days' prior notice delivering to the Administrative Agent (which shall promptly notify deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit M (a “Subsidiary 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 thereofshall have received such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent, as may be required by the Administrative Agent or the Required Lenders in their sole discretion, and Notes signed by such new Applicant Borrower to the extent any Lenders so require. If the Administrative Agent and the Required Lenders agrees 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 N (a “Subsidiary Borrower Notice”) to Parent Borrower and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Subsidiary Borrower for purposes hereof, whereupon each of the Lenders agrees to permit such Subsidiary Borrower to receive Loans hereunder, on the terms and conditions set forth herein, and each of the parties 131 #96352060v15 #96352060v15 (b) The Obligations of Parent Borrower and each Subsidiary Borrower shall be joint and several in nature. (c) Each Subsidiary Borrower hereby irrevocably appoints Parent Borrower as its agent for all purposes relevant to this Agreement and each of the other Loan Documents, including (i) the giving and receipt of notices, (ii) the execution and delivery of all documents, instruments and certificates contemplated herein and all modifications hereto, and (iii) the receipt of the proceeds of any Loans made by the Lenders to any Subsidiary Borrower. 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 Parent Borrower, whether or not any such other Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to Parent Borrower in accordance with the terms of this Agreement shall be deemed to have been delivered to each Subsidiary Borrower. (d) Parent Borrower may from time to time, upon not less than 10 Business Days’ notice from Parent Borrower to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), terminate a Subsidiary Borrower’s status as such, provided that there are no outstanding Loans payable by such Subsidiary Borrower's status , or other amounts payable by such Subsidiary Borrower on account of any Loans made to it, as a "Subsidiary Borrower"of the effective date of such termination. The Administrative Agent shall give will promptly notify the Lenders written notice of the addition of any such termination of a Subsidiary Borrowers to this Agreement.Borrower’s status. ARTICLE III

Subsidiary Borrowers. The Company may at any time (a) On or from time to timeafter the Closing Date, with the consent of the Administrative Agent add as a party to this Agreement any Subsidiary (not to be unreasonably withheld or delayed), the Company may designate any wholly-owned Subsidiary (other than any Securitization Subsidiary) as a Subsidiary Borrower hereunder by the execution and delivery to the Administrative Agent of a Subsidiary Borrower Supplement executed by such Subsidiary and the Lenders Company, together with a Note in favor of (a) a duly completed Assumption Letter by such Subsidiaryeach requesting Revolving Lender, with the written consent of the Company at the foot thereof, (b) such guaranty and subordinated intercompany indebtedness documents as may be reasonably required by the Administrative Agent and such other opinions, documents, certificates or other items as may be required by Section 5.2, such documents with respect to any additional Subsidiaries to be substantially similar in form and substance to the Loan Documents executed on or about the Closing Date by the Subsidiaries parties hereto as of the Closing Date. Upon such execution, delivery and consent such Subsidiary shall for all purposes of this Agreement be a Subsidiary Borrower and party hereto to this Agreement (until its status as a Subsidiary Borrower is terminated in accordance with clause (c) below). As soon as fully practicable upon receipt of a Subsidiary Borrower Supplement, the Administrative Agent will deliver a copy thereof to each Revolving Lender. (b) Notwithstanding the foregoing clause (a), (i) no Subsidiary Borrower that is a Domestic Subsidiary may borrow Revolving Loans prior to the fifth Business Day after the Administrative Agent has distributed copies of the applicable Subsidiary Borrower Supplement pursuant to the last sentence of clause (a) and (ii) no Subsidiary Borrower that is a Foreign Subsidiary may (x) borrow Revolving Loans prior to the tenth Business Day after the Administrative Agent has distributed copies of the applicable Subsidiary Borrower Supplement pursuant to the last sentence of clause (a) or (y) borrow or maintain Revolving Loans if any Lender has notified the Administrative Agent (which notice has not been withdrawn) that such Lender has determined in good faith that (A) as of the date such Subsidiary Borrower is eligible to borrow Revolving Loans pursuant to the foregoing clause (b)(ii)(x) or (B) as the result of the introduction of, any change in, or any change in the interpretation or administration of any applicable law or regulation or any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in each case described in this clause (B) after the date on which such Subsidiary Borrower was first eligible to borrow pursuant to the foregoing clause (b)(ii)(x), such Lender cannot make or maintain Loans to such Subsidiary Borrower without (1) adverse tax or legal consequences (including any consequences resulting from exchange controls or capital controls) unless such consequences only involve the payment of money, in which case such Subsidiary Borrower may borrow and maintain Revolving Loans if it had executed and delivered this Agreement. agrees to pay such Lender such amounts as such Lender determines in good faith are necessary to compensate such Lender for such consequences, or such consequences relate to FATCA or (2) violating (or raising a substantial question as to whether such Lender would violate) any applicable law or regulation or any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law). (c) So long as the principal of and interest on any Advances all Loans made to any Subsidiary Borrower under this Agreement shall have been repaid or paid in full, all Letters of Credit issued for the account of such Subsidiary Borrower have expired or been returned and terminated full and all other obligations of such Subsidiary Borrower under this Agreement in such capacity (other than any contingent indemnification or similar obligation not yet due and payable) shall have been fully performed, the Company such Subsidiary Borrower may, by upon not less than five (5) Business Days' ’ prior written notice to the Administrative Agent (which shall promptly notify the Lenders thereof), terminate such Subsidiary Borrower's its status as a "“Subsidiary Borrower". The Administrative Agent shall give the Lenders written notice of the addition of any Subsidiary Borrowers to this Agreement”.

Subsidiary Borrowers. The Company may at any time or from time to time, with the consent of the Administrative Agent add as time request that a party Restricted Subsidiary be added to this Agreement any and the other Loan Documents as an additional Borrower with the ability to request and receive Extensions of Credit from the Lenders (each, a “Subsidiary to Borrower”). No more than five (5) requests shall be a Subsidiary Borrower hereunder by delivered during the execution and delivery term of this Agreement. Each such request shall be delivered in writing to the Administrative Agent and the Lenders and shall specify the name of (a) a duly completed Assumption Letter by such Subsidiary, with such Subsidiary’s jurisdiction of organization, the written consent Tranche under which such Subsidiary would be able to request and receive Extensions of Credit from the Lenders, and the Business Day on which the Company would like such joinder to be given effect. Such request shall be delivered at the foot thereof, least thirty (b30) days (or such guaranty and subordinated intercompany indebtedness documents shorter period as may be reasonably required agreed by the Administrative Agent in its sole discretion) prior to the date on which the Company wishes to join such Subsidiary Borrower hereto. The Administrative Agent and the Lenders, subsequent to their receipt of such other opinionsrequest, documentsmay ask the Company for additional information related to the proposed Subsidiary Borrower in their respective reasonable discretion. Taxes resulting from payments to any Lender by any such Subsidiary Borrower shall not be treated as Indemnified Taxes to the extent that Taxes resulting from such payment would have been Excluded Taxes if such payments had been made by the Company. In addition, certificates or other items as may no Lender shall be required by Section 5.2, to make Extensions of Credit to such documents with respect to any additional Subsidiaries to be substantially similar in form and substance Subsidiary Borrower if such Lender shall have given notice to the Loan Documents executed on or about Administrative Agent and the Closing Date by the Subsidiaries parties hereto as Company within fifteen (15) Business Days after its receipt of the Closing Date. Upon such execution, delivery and consent request to join such Subsidiary shall for all purposes Borrower hereto that such Lender has determined in good faith that it would be a party hereto as a Subsidiary Borrower as fully as if it had executed and delivered this Agreement. So long as the principal of and interest on any Advances made to any Subsidiary Borrower under this Agreement shall have been repaid or paid subject, in full, all Letters making Extensions of Credit issued for to such Subsidiary Borrower, to (i) regulatory or legal limitations or restrictions, (ii) material internal operations burdens or (iii) material financial disadvantage arising out of or attributable to the account location or jurisdiction of organization of such Subsidiary Borrower have expired or been returned the nature of its activities. If all of the Lenders under the applicable Tranche inform the Administrative Agent and terminated the Company that they are subject to such regulatory, legal or other burdens or limitations and all other obligations of restrictions or are otherwise disadvantaged as described above, then such Subsidiary Borrower under shall not be joined hereto. If only a subset of the Lenders are unable to make Extensions of Credit to such Subsidiary Borrower as a result of the foregoing, then the Administrative Agent shall have the right to adjust (including, without limitation, further tranching hereof) the provisions of Article II and the other terms and conditions of this Agreement shall have been fully performedas it may reasonably determine to enable the Lenders that are able to make Extensions of Credit to such Subsidiary Borrower without becoming subject to any such regulatory or any legal restriction or limitation or such burden or financial disadvantage, and without causing the Company or any Subsidiary Borrower to incur any such disadvantages of its own (including any such disadvantage in the form of being required to indemnify Lenders for withholding payments including Taxes), to make Extensions of Credit available to such Subsidiary Borrower on a non-pro rata basis with Lenders that are not so able, with such adjustments to be made in a manner that, to the extent practicable, are reasonably equitable to all the Lenders. In order to join a Subsidiary Borrower hereto, the Company may, by not less than shall cause the delivery of the following to the Administrative Agent and the Lenders at least five (5) Business Days' Days prior notice to the date on which the Company has requested that such joinder be given effect: (i) a joinder agreement executed by the Company, the applicable Subsidiary Borrower and the Administrative Agent, in form and substance reasonably acceptable to each of them, pursuant to which such Subsidiary Borrower shall agree to be bound by the terms and conditions hereof and shall be entitled to request and receive Extensions of Credit hereunder; (ii) appropriate Notes made by such Subsidiary Borrower in favor of the applicable Lenders; (iii) organizational documents, resolutions, incumbency certificates and other similar corporate documents in respect of such Subsidiary Borrower, each in form and substance reasonably acceptable to the Administrative Agent, (iv) opinions of counsel for the Subsidiary Borrower in form and substance reasonably acceptable to the Administrative Agent; (v) documentation and other information reasonably requested by the Lenders or the Administrative Agent under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act; (vi) no-default certificates, borrowing requests and other similar deliverables as required for the Company under Sections 5.1 and 5.2; and (vii) such other agreements, documents and instruments reasonably requested by the Administrative Agent (which shall promptly notify it being agreed that the Lenders thereof), terminate such forms of agreements and deliverables delivered by the Company on the Closing Date are acceptable for purposes of any Domestic Subsidiary being added as a Subsidiary Borrower's status as ). Upon satisfaction of the requirements set forth in this Section 2.10, the applicable Subsidiary Borrower shall for all purposes of this Agreement be a "Subsidiary Borrower"party to this Agreement. The Company and the Administrative Agent shall may enter into an amendment hereto, in form and substance reasonably acceptable to each of them, to give the Lenders written notice of further effect to the addition of any such Subsidiary Borrowers Borrower hereto, and the Lenders authorize the Administrative Agent to enter into such an amendment; provided, however, that such amendment shall be technical and ministerial in nature and shall be focused solely on appropriately inserting the Subsidiary Borrower into this AgreementAgreement and the other Loan Documents. The Company shall guarantee the Obligations of each Subsidiary Borrower on terms and conditions reasonably acceptable to the Administrative Agent.

Subsidiary Borrowers. The Company may at any time or from time to time, with the consent of the Administrative Agent Agent, add as a party to this Agreement any Domestic Subsidiary that is a Wholly-Owned Subsidiary to be a Subsidiary Borrower hereunder by the execution and delivery to the Administrative Agent and the Lenders of (a) a duly completed Assumption Letter by such Domestic Subsidiary, with the acknowledgement of the Agent and written consent of the Company Borrowers at the foot thereof, (b) such guaranty and subordinated intercompany indebtedness documents as may be reasonably required by the Administrative Agent and such other opinions, agreements, documents, certificates or other items as may be required by Section 5.24.3, such documents with respect to any additional Subsidiaries Subsidiary Borrowers to be substantially similar in form and substance to the Loan Documents executed on or about the Closing Date by the Subsidiaries Subsidiary Borrowers parties hereto as of the Closing Date. Upon such execution, delivery and consent such Subsidiary shall for all purposes be a party hereto as a Subsidiary Borrower as fully as if it had executed and delivered this Agreement. So long as the principal of and interest on any Advances Credit Extensions made to any Subsidiary Borrower under this Agreement shall have been repaid or paid in full, all Letters of Credit Facility LCs issued for the account of such Subsidiary Borrower have expired or been returned and terminated and all other obligations of such Subsidiary Borrower under this Agreement shall have been fully performed, the Company may, by not less than five (5) Business Days' ’ prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), terminate such Subsidiary Borrower's ’s status as a "“Subsidiary Borrower"” (it being understood and agreed that such Subsidiary Borrower shall remain liable with respect to indemnification and similar obligations incurred prior to such termination). The Administrative Agent shall give the Lenders written notice of the addition of any Subsidiary Borrowers to this Agreement.

Subsidiary Borrowers. (a) The Company may at any time or from time to time, with upon not less than 10 Business Days’ notice from the consent of the Administrative Agent add as a party to this Agreement any Subsidiary to be a Subsidiary Borrower hereunder by the execution and delivery Company to the Administrative Agent and the Lenders of (a) a duly completed Assumption Letter by or such Subsidiary, with the written consent of the Company at the foot thereof, (b) such guaranty and subordinated intercompany indebtedness documents shorter period as may be reasonably required agreed by the Administrative Agent and such other opinionsin its sole discretion), documentsdesignate any one or more Domestic Subsidiaries, certificates or other items as may be required by Section 5.2Canadian Subsidiaries or, such documents with respect to any additional Subsidiaries to be substantially similar in form and substance subject to the Loan Documents executed on or about the Closing Date by the Subsidiaries parties hereto as approval of the Closing Date. Upon such executionAdministrative Agent, delivery and consent such Subsidiary shall for all purposes be a party hereto U.K. Subsidiaries of the Company (an “Applicant Borrower”) as a Subsidiary U.S. Borrower, Canadian Borrower as fully as if it had executed and delivered this Agreement. So long as the principal of and interest on any Advances made or U.K. Borrower, respectively, to any Subsidiary Borrower under this Agreement shall have been repaid or paid in full, all Letters of Credit issued for the account of such Subsidiary Borrower have expired or been returned and terminated and all other obligations of such Subsidiary Borrower under this Agreement shall have been fully performed, the Company may, receive Loans hereunder by not less than five (5) Business Days' prior notice delivering to the Administrative Agent (which shall promptly notify deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit K (a “Borrower Designation 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 thereofshall have received such supporting resolutions, constitutional documents, incumbency certificates, opinions of counsel, Security Documents, Deposit Account Control Agreements, Collateral Access Agreements, valuations and other documents, instruments or information (including any “know-your-customer” information requested by the Administrative Agent, including, if any Applicant Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification with respect to such Applicant Borrower), 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 sole discretion, and Notes signed by such new Borrowers to the extent any Lenders so require. If the Administrative Agent agrees that an Applicant Borrower shall have satisfied all of the requirements of this Section 2.22 and, therefore, be entitled to receive Loans hereunder, then promptly following receipt of all such requested resolutions, incumbency certificates, Security Documents, opinions of counsel and other documents, instruments or information, the Administrative Agent shall send a notice in substantially the form of Exhibit L (a “Borrower Designation Notice”) to the Company and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute a U.S. Borrower, if the Applicant Borrower is a Domestic Subsidiary, a Canadian Borrower, if the Applicant Borrower is a Canadian Subsidiary, or a U.K. Borrower, if the Applicant Borrower is a U.K. Subsidiary, for purposes hereof, whereupon each of the Lenders agrees to permit such Applicant Borrower to become a Borrower and to receive Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Applicant Borrower otherwise shall be a U.S. Borrower, Canadian Borrower or U.K. Borrower, as the case may be, for all purposes of this Agreement; provided that no Notice of Borrowing may be submitted by or on behalf of such Applicant Borrower until the date three Business Days after such effective date. (b) The Company may from time to time, upon not less than 10 Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), terminate such Subsidiary Borrower's any Domestic Subsidiary’s, Canadian Subsidiary’s or U.K. Subsidiary’s status as a "Borrower; provided that there are no outstanding Revolving Credit Facility Loans or LC Obligations payable by such Borrower, or other amounts payable by such Borrower on account of any Credit Extensions made to it, as of the effective date of such termination (unless such Loans and other Obligations have been assumed by another Borrower). Following the termination of any Subsidiary’s status as a Borrower hereunder, such Subsidiary Borrower"shall, subject to the terms of Section 9.16, remain a Subsidiary Guarantor and shall remain subject to the terms of this Agreement. The Administrative Agent shall give will promptly notify the Lenders written notice of the addition of any such termination of a Subsidiary Borrowers to this AgreementBorrower’s status.

Subsidiary Borrowers. The Company may at any time or from time to time, with the consent of the Administrative Agent add as a party to this Agreement any Subsidiary to be a Subsidiary Borrower hereunder by the execution and delivery to the Administrative Agent and the Lenders of (a) a duly completed Assumption Letter by such Subsidiary, with the written consent of the Company at the foot thereof, (b) such guaranty and subordinated intercompany indebtedness documents as may be reasonably required by the Administrative Agent and such other opinions, documents, certificates or other items as may be required by Section 5.2, such documents with respect to any additional Subsidiaries to be substantially similar in form and substance to the Loan Documents executed on or about the Closing Date by the Subsidiaries parties hereto as of the Closing Date. Upon such execution, delivery and consent such Subsidiary shall for all purposes be a party hereto as a Subsidiary Borrower as fully as if it had executed and delivered this Agreement. So long as the principal of and interest on any Advances made to any Subsidiary Borrower under this Agreement shall have been repaid or paid in full, all Letters of Credit issued for the account of such Subsidiary Borrower have expired or been returned and terminated and all other obligations of such Subsidiary Borrower under this Agreement shall have been fully performed, the Company may, by not less than five (5) Business Days' prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), terminate such Subsidiary Borrower's status as a "Subsidiary Borrower". The Administrative Agent shall give the Lenders written notice of the addition of any Subsidiary Borrowers to this Agreement.

Subsidiary Borrowers. (a) The Company may may, at any time or from time to time, with designate one or more Wholly-Owned Subsidiaries of the consent of Company as a “Subsidiary Borrower” hereunder by furnishing to the Administrative Agent add a Designation Letter in duplicate, duly completed and executed by the Company and such Wholly-Owned Subsidiary, together with the items described in paragraphs (i) and (j) of Section 4.01 relating to such Subsidiary Borrower in substantially the same form and scope as a party those delivered with respect to any Subsidiary Borrower designated on the date of this Agreement (or, as the Administrative Agent may reasonably require if there were no such deliveries) and such other documents as the Administrative Agent shall reasonably request. Upon any such designation of a Wholly-Owned Subsidiary to and, in the case of a designated Subsidiary which is a Foreign Subsidiary, the approval of such designation by the Administrative Agent and each Lender, such Subsidiary shall be a Subsidiary Borrower hereunder by (with all the execution related rights and delivery obligations) and shall be entitled to request Revolving Loans and Letters of Credit on and subject to the Administrative Agent terms and conditions of, and to the Lenders of (a) a duly completed Assumption Letter by such Subsidiaryextent provided in, with this Agreement. Notwithstanding the written consent foregoing, it is agreed that subject to delivery of the Company at documents referred to in the foot thereoffirst sentence of this Section 2.22(a) and satisfactory completion by each Lender of applicable “know-your-customer”, anti-money laundering and similar procedures, the following Subsidiaries shall be deemed approved as Subsidiary Borrowers: (i) Ingredion U.K. Limited, a company organized under the laws of the United Kingdom, (ii) Ingredion Espana, SLU, a company organized under the laws of Spain, (iii) Corn Products Netherlands Holding SarL, a company organized under the laws of Luxembourg and (iv) Ingredion Germany GmbH, a company organized under the laws of Germany. (b) such guaranty and subordinated intercompany indebtedness documents So long as may be reasonably required by the Administrative Agent and such other opinions, documents, certificates or other items as may be required by Section 5.2, such documents with respect all Loans made to any additional Subsidiaries to be substantially similar in form and substance to the Loan Documents executed on or about the Closing Date by the Subsidiaries parties hereto as of the Closing Date. Upon such execution, delivery and consent such Subsidiary shall for all purposes be a party hereto as a Subsidiary Borrower as fully as if it had executed and delivered this Agreement. So long as the principal of and interest on any Advances made to any Subsidiary Borrower under this Agreement shall related obligations have been repaid or paid in full, full and all Letters of Credit issued for the account of such Subsidiary Borrower shall have expired expired, been cancelled or been returned and terminated fully drawn and all other related reimbursement and related obligations paid in full, the Company may terminate the status of such Subsidiary Borrower under this Agreement shall have been fully performed, the Company may, as a Subsidiary Borrower hereunder by not less than five (5) Business Days' prior notice furnishing to the Administrative Agent (a Termination Letter in duplicate, duly completed and executed by the Company and such Subsidiary Borrower. Any Termination Letter furnished hereunder shall be effective upon receipt by the Administrative Agent, which shall promptly notify the Lenders thereof)Lenders. Notwithstanding the foregoing, the delivery of a Termination Letter with respect to any Subsidiary Borrower shall not terminate (i) any obligation, contingent or otherwise, of such Subsidiary Borrower's status as a "Subsidiary Borrower". The Administrative Agent shall give Borrower that remains unpaid at the Lenders written notice time of such delivery or (ii) the obligations of the addition of Company under Article X with respect to any Subsidiary Borrowers to this Agreementsuch unpaid obligations.

Subsidiary Borrowers. The Company (i) Subject to Section 2.9(b), the Parent Borrower may at any time or from time to time, with the prior consent of the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed and which consent shall not be required for any Subsidiary identified on Schedule 2.9(a) on the First Amendment Effective Date), add as a party Revolving Borrower to this Agreement any Subsidiary to be a Subsidiary Borrower hereunder by the execution and delivery to the Administrative Agent and the Lenders of (a) a duly completed Assumption Letter by such Subsidiary, with the written consent upon satisfaction of the Company at the foot thereofconditions specified in Section 5.3, (b) such guaranty and subordinated intercompany indebtedness documents as may be reasonably required by the Administrative Agent and such other opinions, documents, certificates or other items as may be required by Section 5.2, such documents with respect to any additional Subsidiaries to be substantially similar in form and substance to the Loan Documents executed on or about the Closing Date by the Subsidiaries parties hereto as of the Closing Date. Upon such execution, delivery and consent which case such Subsidiary shall for all purposes be a party hereto as a Subsidiary Revolving A Borrower or Revolving B Borrower, as the case may be, as fully as if it had executed and delivered this Agreement, provided that the Administrative Agent shall notify the applicable Revolving Credit Lenders in the Class to which such Subsidiary shall be a Revolving Borrower at least ten Business Days prior to granting such consent, and shall withhold such consent if any Revolving A Lender, and/or Revolving B Lender, as the case may be, notifies the Administrative Agent within ten Business Days that it is not permitted by Applicable Law or any other organizational policy to make Loans to the relevant Subsidiary. So If (i) no applicable Revolving Credit Lender shall have notified the Administrative Agent that it is not permitted by Applicable Law or any other organizational policy to make Revolving Credit Loans to the relevant Subsidiary and (ii) the Administrative Agent has not withheld its consent to the addition of such Subsidiary as a Subsidiary Borrower pursuant to the immediately preceding sentence, then such Subsidiary Borrower shall be added as a Subsidiary Borrower to the relevant Class, provided that, in the case of any proposed Subsidiary Borrower with a jurisdiction of domicile that is a jurisdiction different from each other Subsidiary Borrower in the relevant Class, the Administrative Agent may establish and apply such other rules and procedures, and amend this Agreement accordingly, as it deems reasonably necessary for the addition of such Subsidiary Borrower pursuant to, and in a manner consistent with, this Agreement. (ii) With respect to any Subsidiary Borrower, so long as the principal of and interest on any Advances Loans made to any such Subsidiary Borrower under this Agreement shall have been repaid or paid in full, all Letters of Credit issued for the account of such Subsidiary Borrower have expired or been returned and terminated full and all other obligations Obligations of such Subsidiary Borrower under this Agreement shall have been fully performed, the Company Parent Borrower may, by not less than five (5) Business Days' ’ prior notice to the Administrative Agent (which shall promptly notify the relevant Revolving Credit Lenders thereof), terminate such Subsidiary Borrower's Subsidiary’s status as a "“Subsidiary Borrower". The Administrative Agent ” and such Subsidiary Borrower shall give the Lenders written notice of the addition of any Subsidiary Borrowers no longer be a party to this Agreement or any other Loan Document. (iii) Notwithstanding anything to the contrary in this Agreement, in no event shall any Foreign Subsidiary Borrower organized under the laws of France be a Borrower under any Credit Facility other than the Revolving A Credit Facility.

Subsidiary Borrowers. The Company On or after the Effective Date, the U.S. Borrower may at designate any time or from time Wholly-Owned Subsidiary as a Subsidiary Borrower by delivery to timethe Administrative Agent of a Subsidiary Borrower Agreement executed by such Subsidiary and the U.S. Borrower. Each such designation shall specify whether such Subsidiary shall be entitled (i) to obtain Revolving Loans and/or (ii) to request the creation of Ancillary Facilities under Section 2.22, with and each such designation shall be subject to the consent of the Administrative Agent add as a party to this Agreement any Subsidiary to (which consent shall not unreasonably be a Subsidiary Borrower hereunder withheld). Upon the execution by the execution U.S. Borrower and delivery to the Administrative Agent and the Lenders of (a) a duly completed Assumption Letter by such Subsidiary, with the written consent of the Company at the foot thereof, (b) such guaranty and subordinated intercompany indebtedness documents as may be reasonably required by the Administrative Agent and such other opinions, documents, certificates or other items as may be required by Section 5.2, such documents Subsidiary Borrower Termination with respect to any additional Subsidiaries to be substantially similar in form and substance to the Loan Documents executed on or about the Closing Date by the Subsidiaries parties hereto as of the Closing Date. Upon such executionSubsidiary Borrower, delivery and consent such Subsidiary shall for all purposes cease to be a party hereto as a Subsidiary Borrower as fully as if it had executed and delivered a party to this Agreement. So long ; provided that no Subsidiary Borrower Termination will become effective as the principal of and interest on any Advances made to any Subsidiary Borrower under this Agreement shall have been repaid or paid in full, all Letters of Credit issued for the account of such Subsidiary Borrower have expired or been returned and terminated and all (other obligations of such Subsidiary Borrower under this Agreement shall have been fully performed, the Company may, by not less than five (5) Business Days' prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), terminate such Subsidiary Borrower's status as ’s right to make further Borrowings under this Agreement) at a "time when any principal of or interest on any Loan to such Subsidiary Borrower"Borrower shall be outstanding hereunder or any Ancillary Facility under which Ancillary Loans may be made available to such Subsidiary Borrower has not been previously terminated. The Promptly following receipt of any Subsidiary Borrower Agreement or Subsidiary Borrower Termination, the Administrative Agent shall give the Lenders written notice of the addition of any Subsidiary Borrowers send a copy thereof to this Agreementeach Lender.

Subsidiary Borrowers. The Company (a) Parent Borrower may at any time or from time to time, with the consent of the Administrative Agent add as a party to this Agreement any Subsidiary to be a Subsidiary upon not less than 15 Business Days’ notice from Parent Borrower hereunder by the execution and delivery to the Administrative Agent and the Lenders of (a) a duly completed Assumption Letter by or such Subsidiary, with the written consent of the Company at the foot thereof, (b) such guaranty and subordinated intercompany indebtedness documents shorter period as may be reasonably required agreed by the Administrative Agent and such other opinionsin its sole discretion), documents, certificates or other items as may be required by Section 5.2, such documents with respect to designate any additional Subsidiaries to be substantially similar in form and substance to the Loan Documents executed on or about the Closing Date by the Subsidiaries parties hereto as Subsidiary of the Closing Date. Upon such execution, delivery and consent such Subsidiary shall for all purposes be a party hereto Parent Borrower (an “Applicant Borrower”) as a Subsidiary Borrower as fully as if it had executed and delivered this Agreement. So long as the principal of and interest on any Advances made to any Subsidiary Borrower under this Agreement shall have been repaid or paid in full, all Letters of Credit issued for the account of such Subsidiary Borrower have expired or been returned and terminated and all other obligations of such Subsidiary Borrower under this Agreement shall have been fully performed, the Company may, receive Loans hereunder by not less than five (5) Business Days' prior notice delivering to the Administrative Agent (which shall promptly notify deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit M (a “Subsidiary 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 thereofshall have received such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent, as may be required by the Administrative Agent or the Required Lenders in their sole discretion, and Notes signed by such new Applicant Borrower to the extent any Lenders so require. If the Administrative Agent and the Required Lenders agrees 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 N (a “Subsidiary Borrower Notice”) to Parent Borrower and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Subsidiary Borrower for purposes hereof, whereupon each of the Lenders agrees to permit such Subsidiary Borrower to receive Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Subsidiary 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 Subsidiary Borrower until the date five Business Days after such effective date. (b) The Obligations of Parent Borrower and each Subsidiary Borrower shall be joint and several in nature. (c) Each Subsidiary Borrower hereby irrevocably appoints Parent Borrower as its agent for all purposes relevant to this Agreement and each of the other Loan Documents, including (i) the giving and receipt of notices, (ii) the execution and delivery of all documents, instruments and certificates contemplated herein and all modifications hereto, and (iii) the receipt of the proceeds of any Loans made by the Lenders to any Subsidiary Borrower. Any 129 #98388029v19 (d) Parent Borrower may from time to time, upon not less than 10 Business Days’ notice from Parent Borrower to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), terminate a Subsidiary Borrower’s status as such, provided that there are no outstanding Loans payable by such Subsidiary Borrower's status , or other amounts payable by such Subsidiary Borrower on account of any Loans made to it, as a "Subsidiary Borrower"of the effective date of such termination. The Administrative Agent shall give will promptly notify the Lenders written notice of the addition of any such termination of a Subsidiary Borrowers to this Agreement.Borrower’s status. ARTICLE III

Subsidiary Borrowers. The Company may at any time or from time to time, with the consent of the Administrative Agent add as a party to this Agreement any Wholly-Owned Subsidiary to be a Subsidiary Borrower hereunder by the execution and delivery to the Administrative Agent and the Lenders of (a) a duly completed Assumption Letter by such Subsidiary, with the written consent of the Company Borrowers at the foot thereof, (b) such guaranty and subordinated intercompany indebtedness documents and, if applicable, security documents as may be reasonably required by the Administrative Agent and such other opinions, agreements, documents, certificates or other items as may be required by Section 5.24.3, such documents with respect to any additional Subsidiaries to be substantially similar in form and substance to the Loan Documents executed on or about the Closing Date date hereof by the Subsidiaries parties hereto as of the Closing Date. No Foreign Subsidiary may be a Subsidiary Borrower. Upon such execution, delivery and consent such Subsidiary shall for all purposes be a party hereto as a Subsidiary Borrower as fully as if it had executed and delivered this Agreement. So long as the principal of and interest on any Advances Credit Extensions made to any Subsidiary Borrower under this Agreement shall have been repaid or paid in full, all Letters of Credit issued for the account of such Subsidiary Borrower have expired or been returned and terminated full and all other obligations Obligations (other than contingent indemnity obligations) of such Subsidiary Borrower under this Agreement shall have been fully performed, the Company may, by not less than five (5) Business Days' prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), terminate such Subsidiary Borrower's status as a "Subsidiary Borrower" or "Borrower," and such Subsidiary Borrower shall be released from any future liability (other than contingent indemnity obligations) as a "Subsidiary Borrower" or "Borrower" hereunder or under the other Loan Documents. The Administrative Agent shall give the Lenders written notice of the addition of any Subsidiary Borrowers to this Agreement.

Subsidiary Borrowers. The Company may at any time (a) On or from time to timeafter the Effective Date, with the consent of the Administrative Agent add as a party to this Agreement any Subsidiary (not to be unreasonably withheld or delayed), the Company may designate any wholly-owned Subsidiary (other than any Securitization Subsidiary) as a Subsidiary Borrower hereunder by the execution and delivery to the Administrative Agent of a Subsidiary Borrower Supplement executed by such Subsidiary and the Lenders Company, together with a Note in favor of (a) a duly completed Assumption Letter by such Subsidiaryeach requesting Bank, with the written consent of the Company at the foot thereof, (b) such guaranty and subordinated intercompany indebtedness documents as may be reasonably required by the Administrative Agent and such other opinions, documents, certificates or other items as may be required by Section 5.2, such documents with respect to any additional Subsidiaries to be substantially similar in form and substance to the Loan Documents executed on or about the Closing Date by the Subsidiaries parties hereto as of the Closing Date. Upon such execution, delivery and consent such Subsidiary shall for all purposes of this Agreement be a Subsidiary Borrower and party hereto to this Agreement (until its status as a Subsidiary Borrower is terminated in accordance with clause (c) below). As soon as fully practicable upon receipt of a Subsidiary Borrower Supplement, the Administrative Agent will deliver a copy thereof to each Bank. (b) Notwithstanding the foregoing clause (a), (i) no Subsidiary Borrower that is a Domestic Subsidiary may borrow Revolving Loans prior to the fifth Business Day after the Administrative Agent has distributed copies of the applicable Subsidiary Borrower Supplement pursuant to the last sentence of clause (a) and (ii) no Subsidiary Borrower that is a Foreign Subsidiary may (x) borrow Revolving Loans prior to the tenth Business Day after the Administrative Agent has distributed copies of the applicable Subsidiary Borrower Supplement pursuant to the last sentence of clause (a) or (y) borrow or maintain Revolving Loans if any Bank has notified the Administrative Agent (which notice has not been withdrawn) that such Bank has determined in good faith that (A) as of the date such Subsidiary Borrower is eligible to borrow Revolving Loans pursuant to the foregoing clause (b)(ii)(x) or (B) as the result of the introduction of, any change in, or any change in the interpretation or administration of any applicable law or regulation or any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in each case described in this clause (B) after the date on which such Subsidiary Borrower was first eligible to borrow pursuant to the foregoing clause (b)(ii)(x), such Bank cannot make or maintain Loans to such Subsidiary Borrower without (1) adverse tax or legal consequences (unless such consequences only involve the payment of money, in which case such Subsidiary Borrower may borrow and maintain Revolving Loans if it had executed and delivered this Agreement. agrees to pay such Bank such amounts as such Bank determines in good faith are necessary to compensate such Bank for such consequences, or such consequences relate to FATCA) or (2) violating (or raising a substantial question as to whether such Bank would violate) any applicable law or regulation or any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law). (c) So long as the principal of and interest on any Advances all Loans made to any Subsidiary Borrower under this Agreement shall have been repaid or paid in full, all Letters of Credit issued for the account of such Subsidiary Borrower have expired or been returned and terminated full and all other obligations of such Subsidiary Borrower under this Agreement in such capacity (other than any contingent indemnification or similar obligation not yet due and payable) shall have been fully performed, the Company such Subsidiary Borrower may, by upon not less than five (5) Business Days' ’ prior written notice to the Administrative Agent (which shall promptly notify the Lenders Banks thereof), terminate such Subsidiary Borrower's its status as a "“Subsidiary Borrower". The Administrative Agent shall give the Lenders written notice of the addition of any Subsidiary Borrowers to this Agreement”.

Subsidiary Borrowers. The Company may at any time or from time to time, with the consent of the Administrative Agent Agent, add as a party to this Agreement any Domestic Subsidiary that is a Wholly-Owned Subsidiary to be a Subsidiary Borrower hereunder by the execution and delivery to the Administrative Agent and the Lenders of (a) a duly completed Assumption Letter by such Domestic Subsidiary, with the acknowledgement of the Agent and written consent of the Company Borrowers at the foot thereof, (b) such guaranty and subordinated intercompany indebtedness documents as may be reasonably required by the Administrative Agent and such other opinions, agreements, documents, certificates or other items as may be required by Section 5.24.3, such documents with respect to any additional Subsidiaries Subsidiary Borrowers to be substantially similar in form and substance to the Loan Documents executed on or about the Original Closing Date and the Closing Date by the Subsidiaries Subsidiary Borrowers parties hereto as of the Original Closing Date and the Closing Date. Upon such execution, delivery and consent such Subsidiary shall for all purposes be a party hereto as a Subsidiary Borrower as fully as if it had executed and delivered this Agreement. So long as the principal of and interest on any Advances Credit Extensions made to any Subsidiary Borrower under this Agreement shall have been repaid or paid in full, all Letters of Credit Facility LCs issued for the account of such Subsidiary Borrower have expired or been returned and terminated and all other obligations of such Subsidiary Borrower under this Agreement shall have been fully performed, the Company may, by not less than five (5) Business Days' ’ prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), terminate such Subsidiary Borrower's ’s status as a "“Subsidiary Borrower"” (it being understood and agreed that such Subsidiary Borrower shall remain liable with respect to indemnification and similar obligations incurred prior to such termination). The Administrative Agent shall give the Lenders written notice of the addition of any Subsidiary Borrowers to this Agreement.

Subsidiary Borrowers. The Company may at any time or from time to time, with the consent of the Administrative Agent add as time request that a party Restricted Subsidiary be added to this Agreement any and the other Loan Documents as an additional Borrower with the ability to request and receive Extensions of Credit from the Lenders (each, a “Subsidiary to Borrower”). No more than five (5) requests shall be a Subsidiary Borrower hereunder by delivered during the execution and delivery term of this Agreement. Each such request shall be delivered in writing to the Administrative Agent and the Lenders and shall specify the name of (a) a duly completed Assumption Letter by such Subsidiary, with such Subsidiary’s jurisdiction of organization, the written consent Tranche under which such Subsidiary would be able to request and receive Extensions of Credit from the Lenders, and the Business Day on which the Company would like such joinder to be given effect. Such request shall be delivered at the foot thereof, least thirty (b30) days (or such guaranty and subordinated intercompany indebtedness documents shorter period as may be reasonably required agreed by the Administrative Agent in its sole discretion) prior to the date on which the Company wishes to join such Subsidiary Borrower hereto. The Administrative Agent and the Lenders, subsequent to their receipt of such other opinionsrequest, documentsmay ask the Company for additional information related to the proposed Subsidiary Borrower in their respective reasonable discretion. Taxes resulting from payments to any Lender by any such Subsidiary Borrower shall not be treated as Indemnified Taxes to the extent that Taxes resulting from such payment would have been Excluded Taxes if such payments had been made by the Company. In addition, certificates or other items as may no Lender shall be required by Section 5.2, to make Extensions of Credit to such documents with respect to any additional Subsidiaries to be substantially similar in form and substance Subsidiary Borrower if such Lender shall have given notice to the Loan Documents executed on or about Administrative Agent and the Closing Date by the Subsidiaries parties hereto as Company within fifteen (15) Business Days after its receipt of the Closing Date. Upon such execution, delivery and consent request to join such Subsidiary shall for all purposes Borrower hereto that such Lender has determined in good faith that it would be a party hereto as a Subsidiary Borrower as fully as if it had executed and delivered this Agreement. So long as the principal of and interest on any Advances made to any Subsidiary Borrower under this Agreement shall have been repaid or paid subject, in full, all Letters making Extensions of Credit issued for to such Subsidiary Borrower, to (i) regulatory or legal limitations or restrictions, (ii) material internal operations burdens or (iii) material financial disadvantage arising out of or attributable to the account location or jurisdiction of organization of such Subsidiary Borrower have expired or been returned the nature of its activities. If all of the Lenders under the applicable Tranche inform the Administrative Agent and terminated the Company that they are subject to such regulatory, legal or other burdens or limitations and all other obligations of restrictions or are otherwise disadvantaged as described above, then such Subsidiary Borrower under shall not be joined hereto. If only a subset of the Lenders are unable to make Extensions of Credit to such Subsidiary Borrower as a result of the foregoing, then the Administrative Agent shall have the right to adjust (including, without limitation, further tranching hereof) the provisions of Article II and the other terms and conditions of this Agreement shall have been fully performedas it may reasonably determine to enable the Lenders that are able to make Extensions of Credit to such Subsidiary Borrower without becoming subject to any such regulatory or any legal restriction or limitation or such burden or financial disadvantage, and without causing the Company or any Subsidiary Borrower to incur any such disadvantages of its own (including any such disadvantage in the form of being required to indemnify Lenders for withholding payments including Taxes), to make Extensions of Credit available to such Subsidiary Borrower on a non-pro rata basis with Lenders that are not so able, with such adjustments to be made in a manner that, to the extent practicable, are reasonably equitable to all the Lenders. In order to join a Subsidiary Borrower hereto, the Company may, by not less than shall cause the delivery of the following to the Administrative Agent and the Lenders at least five (5) Business Days' Days prior notice to the date on which the Company has requested that such joinder be given effect: (i) a joinder agreement executed by the Company, the applicable Subsidiary Borrower and the Administrative Agent, in form and substance reasonably acceptable to each of them, pursuant to which such Subsidiary Borrower shall agree to be bound by the terms and conditions hereof and shall be entitled to request and receive Extensions of Credit hereunder; (ii) appropriate Notes made by such Subsidiary Borrower in favor of the applicable Lenders; (iii) organizational documents, resolutions, incumbency certificates and other similar corporate documents in respect of such Subsidiary Borrower, each in form and substance reasonably acceptable to the Administrative Agent, (iv) opinions of counsel for the Subsidiary Borrower in form and substance reasonably acceptable to the Administrative Agent; (v) documentation and other information reasonably requested by the Lenders or the Administrative Agent at least ten (10) Business Days prior to the date on which the Company has requested that such joinder be given effect that is required under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation; (vi) no-default certificates, borrowing requests and other similar deliverables as required for the Company under Sections 5.1 and 5.2; and (vii) such other agreements, documents and instruments reasonably requested by the Administrative Agent (which shall promptly notify it being agreed that the Lenders thereof), terminate such forms of agreements and deliverables delivered by the Company on the ClosingThird Amendment Effective Date are acceptable for purposes of any Domestic Subsidiary being added as a Subsidiary Borrower's status as ). Upon satisfaction of the requirements set forth in this Section 2.10, the applicable Subsidiary Borrower shall for all purposes of this Agreement be a "Subsidiary Borrower"party to this Agreement. The Company and the Administrative Agent shall may enter into an amendment hereto, in form and substance reasonably acceptable to each of them, to give the Lenders written notice of further effect to the addition of any such Subsidiary Borrowers Borrower hereto, and the Lenders authorize the Administrative Agent to enter into such an amendment; provided, however, that such amendment shall be technical and ministerial in nature and shall be focused solely on appropriately inserting the Subsidiary Borrower into this AgreementAgreement and the other Loan Documents. The Company shall guarantee the Obligations of each Subsidiary Borrower on terms and conditions reasonably acceptable to the Administrative Agent.

Subsidiary Borrowers. The Company On or after the Restatement Effective Date, the U.S. Borrower may at designate any time or from time Wholly-Owned Subsidiary as a Subsidiary Borrower by delivery to timethe Administrative Agent of a Subsidiary Borrower Agreement executed by such Subsidiary and the U.S. Borrower. Each such designation shall specify whether such Subsidiary shall be entitled (i) to obtain Revolving Loans and/or (ii) to request the creation of Ancillary Facilities under Section 2.22, with and each such designation shall be subject to the consent of the Administrative Agent add (which consent shall not unreasonably be withheld); provided that, to the extent such designation specifies a Foreign Subsidiary as a party the Subsidiary Borrower, such designation shall be subject to this Agreement any Subsidiary to the consent of all Lenders (which consent shall not unreasonably be a Subsidiary Borrower hereunder withheld). Upon the execution by the execution U.S. Borrower and delivery to the Administrative Agent and the Lenders of (a) a duly completed Assumption Letter by such Subsidiary, with the written consent of the Company at the foot thereof, (b) such guaranty and subordinated intercompany indebtedness documents as may be reasonably required by the Administrative Agent and such other opinions, documents, certificates or other items as may be required by Section 5.2, such documents Subsidiary Borrower Termination with respect to any additional Subsidiaries to be substantially similar in form and substance to the Loan Documents executed on or about the Closing Date by the Subsidiaries parties hereto as of the Closing Date. Upon such executionSubsidiary Borrower, delivery and consent such Subsidiary shall for all purposes cease to be a party hereto as a Subsidiary Borrower as fully as if it had executed and delivered a party to this Agreement. So long ; provided that no Subsidiary Borrower Termination will become effective as the principal of and interest on any Advances made to any Subsidiary Borrower under this Agreement shall have been repaid or paid in full, all Letters of Credit issued for the account of such Subsidiary Borrower have expired or been returned and terminated and all (other obligations of such Subsidiary Borrower under this Agreement shall have been fully performed, the Company may, by not less than five (5) Business Days' prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), terminate such Subsidiary Borrower's status as ’s right to make further Borrowings under this Agreement) at a "time when any principal of or interest on any Loan to such Subsidiary Borrower"Borrower shall be outstanding hereunder or any Ancillary Facility under which Ancillary Loans may be made available to such Subsidiary Borrower has not been previously terminated. The Promptly following receipt of any Subsidiary Borrower Agreement or Subsidiary Borrower Termination, the Administrative Agent shall give the Lenders written notice of the addition of any Subsidiary Borrowers send a copy thereof to this Agreementeach Lender.

Subsidiary Borrowers. (a) Subject to prior or concurrent satisfaction of the conditions precedent in this Section 2.21, any Wholly-Owned Subsidiary of the Company may become a party to this Agreement and a “Subsidiary Borrower” hereunder on or after the Original Closing Date, entitled to all of the rights and subject to all of the obligations incident thereto. (b) The Company may at any time or from time shall have provided to time, with the consent of the Administrative Agent (with sufficient copies for each Lender) a written request that it desires to add as a party to this Agreement any a Wholly-Owned Subsidiary. Such written request shall include the name and address of the proposed “Subsidiary to be Borrower”, its jurisdiction of formation or organization, its principal place of business and a brief description of its significant business activities. (c) To add a proposed Domestic Subsidiary Borrower hereunder by or Foreign Subsidiary as a “Subsidiary Borrower”, the execution and delivery to the Administrative Agent and the Lenders of (a) a duly completed Assumption Letter by such Subsidiary, with Company shall obtain the written consent of the Company at Administrative Agent and each Lender, which consent of each Lender shall not be unreasonably withheld (it being understood that a Lender shall be deemed to have acted reasonably in withholding its consent if (i) it is unlawful for any Lender to make Loans under this Agreement to the foot thereofproposed “Subsidiary Borrower,” (ii) any Lender cannot or has not determined that it is lawful to do so, (biii) the making of a Loan to the proposed “Subsidiary Borrower” might subject any Lender to adverse tax consequences, or (iv) any Lender is required or has determined that it is prudent to register or file in the jurisdiction of formation or organization of the proposed Subsidiary Borrower and it does not wish to do so). (d) The Administrative Agent shall have received from the proposed “Subsidiary Borrower” a certificate, dated the effective date of the Assumption Letter duly executed and delivered by the Secretary, Assistant Secretary or other authorized representative of such Subsidiary Borrower as to: (i) resolutions of its Board of Directors or its executive committee, as the case may be, then in full force and effect authorizing the execution, delivery and performance of this Agreement and each other Loan Document to be executed by it and evidence of any necessary filing of such resolutions with the appropriate governmental office; (ii) the certificate of incorporation or equivalent document of such Subsidiary Borrower; upon which certificate each Lender may conclusively rely until the Administrative Agent shall have received a further certificate of the Secretary or other authorized Person of such Subsidiary Borrower canceling or amending such prior certificate. In addition, each Subsidiary Borrower shall have delivered to the Administrative Agent a good standing certificate from the relevant governmental regulatory institution of its jurisdiction of organization, if applicable in such jurisdiction, each such certificate to be dated a date reasonably near (but prior to) the date such Subsidiary Borrower becomes a Borrower hereunder. (e) The Administrative Agent shall have received (i) an original Assumption Letter with sufficient counterparts for each Lender, duly executed and completed by the proposed Subsidiary Borrower and (ii) such guaranty other Guarantee and subordinated intercompany indebtedness documents (and related closing documentation) as required by Section 5.02 or as otherwise may be reasonably required by the Administrative Agent and such other opinions, documents, certificates or other items as may be required by Section 5.2Agent, such documents with respect to any additional Subsidiaries to be substantially similar in form and substance to the Loan Documents executed on or about the Original Closing Date by or in respect of the Subsidiaries parties hereto as of the Closing Date. Upon such execution, delivery and consent date. (f) The Administrative Agent shall have received an opinion of counsel to such Subsidiary Borrower, in form and substance satisfactory to the Administrative Agent. (g) The Administrative Agent and each Lender shall for have received all purposes be a party hereto as a Patriot Act Disclosures requested by them with respect to such Subsidiary Borrower as fully as if it had executed and delivered this Agreement. Borrower. (h) So long as the principal of and interest on any Advances made to any Subsidiary Borrower under this Agreement shall have been repaid or paid in full, all Letters of Credit issued for the account of such Subsidiary Borrower have expired or been returned and terminated and all other obligations of such Subsidiary Borrower under this Agreement shall have been fully performed, the Company may, by not less than five (5) Business Days' ’ prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), terminate such Subsidiary Borrower's ’s status as a "“Subsidiary Borrower". The Administrative Agent shall give the Lenders written notice of the addition of any Subsidiary Borrowers to this Agreement” hereunder.

Subsidiary Borrowers. The Company may at any time or from time to time, with the consent of the Administrative Agent add as a party to this Agreement any Subsidiary to be a Subsidiary Borrower hereunder by the execution and delivery to the Administrative Agent and the Lenders of (a) a duly completed Assumption Letter by such Subsidiary, with the written consent of the Company at the foot thereof, (b) such guaranty and subordinated intercompany indebtedness documents as may be reasonably required by the Administrative Agent and such other opinions, documents, certificates or other items as may be required by Section 5.2, such documents with respect to any additional Subsidiaries to be substantially similar in form and substance to the Loan Documents executed on or about the Closing Date by the Subsidiaries parties hereto as of the Closing Date. Upon such execution, delivery and consent such Subsidiary shall for all purposes be a party hereto as a Subsidiary Borrower as fully as if it had executed and delivered this Agreement. So long as the principal of and interest on any Advances made to any Subsidiary Borrower under this Agreement shall have been repaid or paid in full, all Letters of Credit issued for the account of such Subsidiary Borrower have expired or been returned and terminated and all other obligations of such Subsidiary Borrower under this Agreement shall have been fully performed, the Company may, by not less than five (5) Business Days' ’ notice, any Eligible Restricted Subsidiary may become a Subsidiary Borrower hereunder by delivering to the Administrative Agent a supplement or joinder in form and substance reasonably satisfactory to the Administrative Agent executed by such Restricted Subsidiary and the Company (a “Subsidiary Joinder Agreement”), setting forth the agreement of such Restricted Subsidiary to become a party to this Agreement as a Subsidiary Borrower and to be bound by all the terms and provisions hereof, and such evidence of appropriate corporate authorization on the part of such Eligible Restricted Subsidiary and such opinions of counsel for such Eligible Restricted Subsidiary as the Administrative Agent may reasonably request; provided, however, it shall be a condition to the effectiveness of such Eligible Restricted Subsidiary becoming a Subsidiary Borrower hereunder that after giving effect to such Subsidiary Joinder Agreement, (i) the representations and warranties of the Borrowers contained in Article V (but excluding the representation set forth in Section 5.05(b)) or in any other Loan Document shall be true and correct in all material respects, (ii) no Default or Event of Default shall exist, or would result therefrom and (iii) if such joinder obligates the Administrative Agent or any Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Company shall have supplied such documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry out and be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under all applicable laws and regulations, and such compliance has been confirmed. (b) The eligibility of any Subsidiary Borrower to continue to borrow under this Agreement shall terminate when the Administrative Agent receives an election to terminate an Eligible Restricted Subsidiary’s status as a Subsidiary Borrower, in form and substance satisfactory to the Administrative Agent (the “Subsidiary Termination Agreement”). The delivery of a Subsidiary Termination Agreement shall not affect any obligation of such Subsidiary Borrower hereunder incurred prior to delivery of such Subsidiary Termination Agreement. (c) Each Subsidiary Joinder Agreement delivered to the Administrative Agent shall be duly executed on behalf of the relevant Eligible Restricted Subsidiary and the Company, and each Subsidiary Termination Agreement delivered to the Administrative Agent shall be duly executed on behalf of the Company, in such number of copies as the Administrative Agent may request. The Administrative Agent shall promptly give notice to the Lenders and the L/C Issuers of its receipt of any Subsidiary Joinder Agreement or Subsidiary Termination Agreement and provide a copy of each such Subsidiary Joinder Agreement and Subsidiary Termination Agreement to each L/C Issuer and each Lender. (d) If the Company shall deliver a Subsidiary Joinder Agreement with respect to any Subsidiary not organized under the laws of the United States or any State thereof, any Lender may, with notice to the Administrative Agent (which shall promptly notify and the Lenders thereof)Company, terminate make any Loan available to such Subsidiary Borrower's status as a "by causing an Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of such Subsidiary Borrower". The Administrative Agent shall give to repay such Loan in accordance with the Lenders written notice terms of the addition of any Subsidiary Borrowers to this Agreement. (e) If (i) a Subsidiary Borrower at any time ceases to be an Eligible Restricted Subsidiary (by reason of a Subsidiary Termination Agreement being delivered to the Administrative Agent, by reason of such Subsidiary no longer being wholly owned, directly or indirectly, by the Company or otherwise) or (ii) an Event of Default specified in clause (f) of Article VIII occurs with respect to a Subsidiary Borrower:

Subsidiary Borrowers. The Company (a) Xxxxxxxxx may at any time or from time to time, with the consent of the Administrative Agent add as a party to this Agreement any Subsidiary to be a Subsidiary Borrower hereunder by the execution and delivery upon not less than 15 Business Days’ notice from Xxxxxxxxx to the Administrative Agent and the Lenders of (a) a duly completed Assumption Letter by or such Subsidiary, with the written consent of the Company at the foot thereof, (b) such guaranty and subordinated intercompany indebtedness documents shorter period as may be reasonably required agreed by the Administrative Agent and such other opinionsin its reasonable discretion), documents, certificates or other items as may be required by Section 5.2, such documents with respect to designate any additional Subsidiaries to be substantially similar in form and substance to the Loan Documents executed on or about the Closing Date by the Subsidiaries parties hereto as Subsidiary of the Closing Date. Upon such execution, delivery and consent such Subsidiary shall for all purposes be a party hereto Xxxxxxxxx (an “Applicant Borrower”) as a Subsidiary Borrower as fully as if it had executed and delivered this Agreement. So long as the principal of and interest on any Advances made to any Subsidiary Borrower under this Agreement shall have been repaid or paid in full, all Letters of Credit issued for the account of such Subsidiary Borrower have expired or been returned and terminated and all other obligations of such Subsidiary Borrower under this Agreement shall have been fully performed, the Company may, receive Loans hereunder by not less than five (5) Business Days' prior notice delivering to the Administrative Agent (which shall promptly notify deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit G (a “Subsidiary 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 thereofshall have received such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent, as may be required by the Administrative Agent or the Lenders in their sole discretion, and Notes signed by such new Borrowers to the extent any Lenders so require. If the Administrative Agent and the Lenders agree that an Applicant Borrower shall be entitled to receive Loans hereunder, then promptly following receipt of all such requested resolutions, incumbency certificates, opinions of counsel and other documents or information, the Administrative Agent shall send a notice in substantially the form of Exhibit H (a “Subsidiary Borrower Notice”) to Xxxxxxxxx and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Subsidiary Borrower for purposes hereof, whereupon each of the Lenders agrees to permit such Subsidiary Borrower to receive Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Subsidiary 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 Subsidiary Borrower until the date five Business Days after such effective date; provided further, that effective as of the Closing Date, the Lenders agree that each of the following Subsidiaries may become a “Subsidiary Borrower” pursuant hereto (subject to satisfaction of the other conditions set forth in this Section 2.15) without any requirement of further written consent from the Lenders: (i) Xxxxxxxxx Technology (Europe) S.A., a company organized and existing under the laws of Belgium, (ii) Xxxxxxxxx Technology (UK) Limited, a company organized and existing under the laws of England and Wales, (iii) Xxxxxxxxx Powder Products AB, a company organized and existing under the laws of Sweden, (iv) Xxxxxxxxx Technology (Canada) Ltd., and (v) Xxxxxxxxx Technology Luxembourg S.a.r.l., a company organized and existing under the laws of Luxembourg. (b) The Obligations of Xxxxxxxxx and each Subsidiary Borrower that is a Domestic Subsidiary shall be joint and several in nature. The Obligations of all Subsidiary Borrowers that are Foreign Subsidiaries shall be joint and several in nature, unless joint liability will result in a material adverse tax consequence to any Borrower or Subsidiary, in which case, the Obligations of such Foreign Subsidiary Borrower that would otherwise result in such material adverse tax consequence will be several in nature; provided that the Obligations of each Foreign Subsidiary Borrower shall not be joint and several in nature to the extent and for so long as any Foreign Requirement of Law would be violated thereby if Xxxxxxxxx and its Subsidiaries have taken all commercially reasonable steps in the determination of the Administrative Agent to avoid or cure such violation, in which case, such Obligations of such Foreign Subsidiary Borrower will be several in nature. (c) Each Subsidiary of Xxxxxxxxx that is or becomes a “Subsidiary Borrower” pursuant to this Section 2.15 hereby irrevocably appoints Xxxxxxxxx as its agent for all purposes relevant to this Agreement and each of the other Loan Documents, including (i) the giving and receipt of notices, (ii) the execution and delivery of all documents, instruments and certificates contemplated herein and all modifications hereto, and (iii) the receipt of the proceeds of any Loans made by the Lenders to any such Subsidiary 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 Xxxxxxxxx, whether or not any such other Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to Xxxxxxxxx in accordance with the terms of this Agreement shall be deemed to have been delivered to each Subsidiary Borrower. (d) Xxxxxxxxx may from time to time, upon not less than 15 Business Days’ notice from Xxxxxxxxx to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), terminate a Subsidiary Borrower’s status as such, provided that there are no outstanding Loans payable by such Subsidiary Borrower's status , or other amounts payable by such Subsidiary Borrower on account of any Loans made to it, as a "Subsidiary Borrower"of the effective date of such termination. The Administrative Agent shall give will promptly notify the Lenders written notice of the addition of any such termination of a Subsidiary Borrowers to this AgreementBorrower’s status.

Subsidiary Borrowers. (a) The Company may at any time or from time to time, with upon not less than ten (10) Business Days’ notice from the consent of the Administrative Agent add as a party to this Agreement any Subsidiary to be a Subsidiary Borrower hereunder by the execution and delivery Company to the Administrative Agent and the Lenders of (a) a duly completed Assumption Letter by or such Subsidiary, with the written consent of the Company at the foot thereof, (b) such guaranty and subordinated intercompany indebtedness documents shorter period as may be reasonably required agreed by the Administrative Agent and such other opinionsin its sole discretion), documents, certificates designate any one or other items as may be required by Section 5.2, such documents with respect to any additional more Domestic Subsidiaries to be substantially similar in form and substance to the Loan Documents executed on or about the Closing Date by the Subsidiaries parties hereto as of the Closing Date. Upon such execution, delivery and consent such Subsidiary shall for all purposes be a party hereto Company (an “Applicant Borrower”) as a Subsidiary Borrower as fully as if it had executed and delivered this Agreement. So long as the principal of and interest on any Advances made to any Subsidiary Borrower under this Agreement shall have been repaid or paid in full, all Letters of Credit issued for the account of such Subsidiary Borrower have expired or been returned and terminated and all other obligations of such Subsidiary Borrower under this Agreement shall have been fully performed, the Company may, receive Loans hereunder by not less than five (5) Business Days' prior notice delivering to the Administrative Agent (which shall promptly notify deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit I (a “Borrower Designation 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 thereofshall have received such supporting resolutions, constitutional documents, incumbency certificates, opinions of counsel, Security Documents, valuations and other documents, instruments or information (including any “know-your-customer” information requested by the Administrative Agent), 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 sole discretion, and Notes signed by such new Borrowers to the extent any Lenders so require. If the Administrative Agent agrees that an Applicant Borrower shall have satisfied all of the requirements of this Section 2.14 and, therefore, be entitled to receive Loans hereunder, then promptly following receipt of all such requested resolutions, incumbency certificates, Security Documents, opinions of counsel and other documents, instruments or information, the Administrative Agent shall send a notice in substantially the form of Exhibit H (a “Borrower Designation Notice”) to the Company and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Borrower, whereupon each of the Lenders agrees to permit such Applicant Borrower to become a Borrower and to receive Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Applicant Borrower otherwise shall be a Borrower for all purposes of CHAR1\0000000x0 this Agreement; provided that no Notice of Borrowing may be submitted by or on behalf of such Applicant Borrower until the date three (3) Business Days after such effective date. (b) The Company may from time to time, upon not less than ten (10) Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), terminate such Subsidiary Borrower's any Domestic Subsidiary’s status as a "Borrower; provided that there are no outstanding Loans payable by such Borrower or other amounts payable by such Borrower on account of any Credit Extensions made to it, as of the effective date of such termination (unless such Loans and other Obligations have been assumed by another Borrower). Following the termination of any Subsidiary’s status as a Borrower hereunder, such Subsidiary Borrower"shall, subject to the terms of Section 9.16, remain a Subsidiary Guarantor and shall remain subject to the terms of this Agreement. The Administrative Agent shall give will promptly notify the Lenders written notice of the addition of any such termination of a Subsidiary Borrowers to this AgreementBorrower’s status.

Subsidiary Borrowers. The Company may at any time or from time to time, with the consent of the Administrative Agent add as a party to this Agreement any Subsidiary to be a "Subsidiary Borrower Borrower" hereunder by the execution and delivery to the Administrative Agent and the Lenders of (a) a duly completed Assumption Letter by such Subsidiary, with the written consent of the Company at the foot thereof, thereof and (b) such other guaranty and subordinated intercompany indebtedness documents as may be reasonably required by the Administrative Agent and such other opinions, documents, certificates or other items as may be required by Section 5.2Agent, such documents with respect to any additional Subsidiaries to be substantially similar in form and substance to the Loan Documents executed on or about the Closing Date date hereof by the Subsidiaries parties hereto as of the Closing Date. Upon such execution, delivery and consent such Subsidiary shall for all purposes be a party hereto as a Subsidiary Borrower as fully as if it had executed and delivered this Agreement. So long as the principal of and interest on any Advances made to any Subsidiary Borrower under this Agreement shall have been repaid or paid in full, all Letters of Credit issued for the account of such Subsidiary Borrower have expired or been returned and terminated and all other obligations of such Subsidiary Borrower under this Agreement shall have been fully performed, the Company may, by not less than five (5) Business Days' prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), terminate such Subsidiary Borrower's status as a "Subsidiary Borrower". The Administrative Agent shall give the Lenders written notice of the addition of any Subsidiary Borrowers to this Agreement.

Subsidiary Borrowers. (a) The Company may Borrower may, at any time or from time to time, with propose designating one or more Wholly-Owned Subsidiaries of the consent of Borrower as a “Subsidiary Borrower” hereunder by furnishing to the Administrative Agent add a Designation Letter in duplicate, duly completed and executed by the Borrower and such Wholly-Owned Subsidiary, together with the items described in paragraphs (b) and (c) of Section 4.01 relating to such Subsidiary Borrower in substantially the same form and scope as a party those delivered with respect to any Subsidiary Borrower designated on the date of this Agreement (or, as the Administrative Agent may reasonably require if there were no such deliveries) and such other documents as the Administrative Agent shall reasonably request. Upon receipt of any such designation, the Administrative Agent shall promptly notify the Revolving Lenders thereof. Subject to receipt of the approval by each Revolving Lender of such designation (such approval not to be unreasonably delayed or withheld), such Subsidiary to shall be a Subsidiary Borrower hereunder by (with the execution related rights and delivery obligations) and shall be entitled to request Revolving Loans and Swingline Loans on and subject to the Administrative Agent terms and conditions of, and to the Lenders of (a) a duly completed Assumption Letter by such Subsidiaryextent provided in, with the written consent of the Company at the foot thereof, this Agreement. (b) such guaranty and subordinated intercompany indebtedness documents as may be reasonably required by the Administrative Agent and such other opinions, documents, certificates or other items as may be required by Section 5.2, such documents with respect to any additional Subsidiaries to be substantially similar in form and substance to the Loan Documents executed on or about the Closing Date by the Subsidiaries parties hereto as of the Closing Date. Upon such execution, delivery and consent such Subsidiary shall for all purposes be a party hereto as a Subsidiary Borrower as fully as if it had executed and delivered this Agreement. So long as the principal of and interest on any Advances all Loans made to any Subsidiary Borrower under this Agreement shall and any related obligations have been repaid or paid in full, all Letters of Credit issued for the account Borrower may terminate the status of such Subsidiary Borrower have expired or been returned and terminated and all other obligations of such as a Subsidiary Borrower under this Agreement shall have been fully performed, the Company may, hereunder by not less than five (5) Business Days' prior notice furnishing to the Administrative Agent (a Termination Letter in duplicate, duly completed and executed by the Borrower and such Subsidiary. Any Termination Letter furnished hereunder shall be effective upon receipt by the Administrative Agent, which shall promptly notify the Lenders thereof)Revolving Lenders. Notwithstanding the foregoing, the delivery of a Termination Letter with respect to any Subsidiary Borrower shall not terminate (i) any obligation of such Subsidiary Borrower's status as a "Subsidiary Borrower". The Administrative Agent shall give Borrower that remains unpaid at the Lenders written notice time of such delivery or (ii) the obligations of the addition of Borrower under the Parent Guaranty with respect to any Subsidiary Borrowers to this Agreementsuch unpaid obligations.

Subsidiary Borrowers. The Company may at any time or from time to timetime upon not less than (x) five (5) Business Days’ prior written notice (or such lesser time as acceptable to the Administrative Agent in its sole discretion) to the Administrative Agent (which shall promptly notify the Lenders thereof) in the case of any Domestic Subsidiary and (y) ten (10) Business Days’ prior written notice (or such lesser time as acceptable to the Administrative Agent in its sole discretion) to the Administrative Agent (which shall promptly notify the Lenders thereof) in the case of any Foreign Subsidiary, and with the consent of the Administrative Agent Agent, add as a party to this Agreement any Subsidiary to be a Subsidiary Borrower hereunder by the execution and delivery to the Administrative Agent and the Lenders of (a) a duly completed Assumption Letter by such Subsidiary, with the written consent of and guarantee affirmation by the Company and each other Loan Party at the foot thereof, (b) such guaranty and subordinated intercompany indebtedness documents as may be reasonably required by the Administrative Agent and such other opinions, documents, certificates or other items as may be required by Section 5.2, such documents with respect to any additional Subsidiaries to be substantially similar in form and substance to the Loan Documents executed on or about the Closing Date by the Subsidiaries parties hereto as of the Closing Date. Upon such execution, delivery and consent such Subsidiary shall for all purposes be a party hereto as a Subsidiary Borrower as fully as if it had executed and delivered this Agreement; provided that if the Company shall designate as a Subsidiary Borrower hereunder any Subsidiary not organized under the laws of the United States or any State thereof, (i) any Lender may, with notice to the Administrative Agent and the Company, fulfill its Commitment by causing an Affiliate of such Lender to act as the Lender in respect of such Subsidiary Borrower and (ii) (A) as soon as practicable after receiving notice from the Company or the Administrative Agent of the Company’s intent to designate such Subsidiary as a Subsidiary Borrower, and in any event no later than five (5) Business Days after the delivery of such notice, any Lender that may not legally lend to, establish credit for the account of and/or do any business whatsoever with so such Subsidiary Borrower directly or through an Affiliate of such Lender as provided in clause (i), or that would incur additional taxes or material costs and expenses from doing so (such Lender, a “Protesting Lender”) shall so notify the Company and the Administrative Agent in writing and (B) with respect to each Protesting Lender, the Company shall, effective on or before the date that such Subsidiary Borrower shall have the right to borrow hereunder, either (1) cancel its request to designate such Subsidiary as a Subsidiary Borrower hereunder or (2) notify the Administrative Agent and such Protesting Lender that the Commitment of such Protesting Lender shall be terminated, provided that such Protesting Lender shall have received payment of an amount equal to the outstanding principal of its Loans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents, from the assignee to whom such Protesting Lender’s Commitment is assigned (to the extent of such outstanding principal and accrued interest and fees) or the Company or the relevant Subsidiary Borrower (in the case of all other amounts). So long as the principal of and interest on any Advances made to any Subsidiary Borrower under this Agreement shall have been repaid or paid in full, all Letters of Credit issued for the account of such Subsidiary Borrower have expired or been returned and terminated and all other obligations of such Subsidiary Borrower under this Agreement shall have been fully performed, the Company may, by not less than five (5) Business Days' ’ prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), terminate such Subsidiary Borrower's ’s status as a "“Subsidiary Borrower"”. The Administrative Agent shall give the Lenders written notice of the addition of any Subsidiary Borrowers to this Agreement.

Subsidiary Borrowers. The Company Brightpoint may at any time or from time to time, with the consent of the Administrative Agent Agent, which consent shall not be unreasonably withheld, add as a party to this Agreement any Subsidiary to be a "Subsidiary Borrower Borrower" hereunder by (a) the execution and delivery to the Administrative Agent and the Lenders of (a) a duly completed Assumption Letter by such Subsidiary, with the written consent of the Company Brightpoint at the foot thereof, thereof and (b) the execution and delivery to the Administrative Agent of such pledge, guaranty and subordinated intercompany indebtedness security documents as may be reasonably required by the Administrative Agent and such other opinions, documents, certificates or other items as may be required by Section 5.2, such documents with respect to any additional Subsidiaries to be substantially similar in form and substance to the Loan Documents executed on or about the Closing Date by the Subsidiaries parties hereto as of the Closing DateAgent. Upon such execution, delivery and consent consent, such Subsidiary shall for all purposes be a party hereto as a Subsidiary Borrower as fully as if it had executed and delivered this Agreement. So long as the principal of and interest on any Advances made to any Subsidiary Borrower under this Agreement shall have been repaid or paid in full, all Letters of Credit issued for the account of such Subsidiary Borrower have expired or been returned and terminated and all other obligations of such Subsidiary Borrower under this Agreement shall have been fully performed, the Company Brightpoint may, by not less than five (5) Business Days' prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), terminate such Subsidiary Borrower's status as a "Subsidiary Borrower". The Administrative Agent shall give ; provided, however, without the Lenders written notice prior approval of all of the addition Lenders, no such termination shall (a) operate as a release of or otherwise relieve the relevant Subsidiary Borrower from any obligations under this Agreement or the other Loan Documents, including, without limitation, pursuant to Article IX or (b) operate as a release of any Pledge Agreement executed by such Subsidiary Borrowers Borrower or with respect to this Agreementthe Capital Stock of such Subsidiary Borrower.

Subsidiary Borrowers. (i) The Company may at any time or from time to time, with upon not less than 15 Business Days’ notice from the consent of the Administrative Agent add as a party to this Agreement any Subsidiary to be a Subsidiary Borrower hereunder by the execution and delivery Company to the Administrative Agent and the Lenders of (a) a duly completed Assumption Letter by or such Subsidiary, with the written consent of the Company at the foot thereof, (b) such guaranty and subordinated intercompany indebtedness documents shorter period as may be agreed by the Administrative Agent in its sole discretion), designate any Subsidiary Guarantor (including a Foreign Subsidiary Guarantor) (an “Applicant Borrower”) as a Subsidiary Borrower to receive Loans hereunder by delivering to the Administrative Agent a duly executed notice and agreement in substantially the form of Exhibit K (a “Subsidiary Borrower Request and Assumption Agreement”). The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming a Subsidiary Borrower the Administrative Agent shall have received such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form and substance reasonably satisfactory to the Administrative Agent and, in the case of opinions of counsel, from counsel reasonably satisfactory to the Administrative Agent, as may be required by the Administrative Agent and in its sole discretion, Notes signed by such new Borrowers to the extent any Lenders so require, and, if the Applicant Borrower would be a Foreign Borrower, any amendment to this Agreement or any other opinions, documents, certificates or other items as may be required Loan Document contemplated by Section 5.2, 2.23(a)(ii) shall have been effected. If the Administrative Agent consents to an Applicant Borrower becoming a Subsidiary Borrower (such documents with respect to any additional Subsidiaries consent not to be unreasonably withheld), then promptly following receipt of all such requested resolutions, incumbency certificates, opinions of counsel and other documents or information and any amendment contemplated by Section 2.23(a)(ii) having been effected, the Administrative Agent shall send a notice in substantially similar in the form and substance of Exhibit L (a “Subsidiary Borrower Notice”) to the Loan Documents executed on or about Company and the Closing Date by Lenders specifying the Subsidiaries parties hereto as effective date upon which the Applicant Borrower shall constitute a Subsidiary Borrower for purposes hereof, whereupon each of the Closing Date. Upon such execution, delivery and consent Lenders agrees to permit such Subsidiary Borrower to receive Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Subsidiary Borrower otherwise shall be a Borrower for all purposes be a party hereto as a Subsidiary Borrower as fully as if it had executed and delivered of this Agreement. So long as the principal ; provided that no extension of and interest on any Advances made credit to any Subsidiary Foreign Borrower under this Agreement shall have been repaid or paid in full, all Letters may contravene any Requirement of Credit issued for the account of such Subsidiary Borrower have expired or been returned and terminated and all other obligations of such Subsidiary Borrower under this Agreement shall have been fully performed, the Company may, by not less than five (5) Business Days' prior notice Law applicable to the Administrative Agent (which shall promptly notify the Lenders thereof), terminate Lender extending such Subsidiary Borrower's status as a "Subsidiary Borrower". The Administrative Agent shall give the Lenders written notice of the addition of any Subsidiary Borrowers to this Agreementcredit.

Subsidiary Borrowers. The Company (i) Subject to Section 2.9(b), the Parent Borrower may at any time or from time to time, with the prior consent of the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed and which consent shall not be required for any Subsidiary identified on Schedule 2.9(a) on the First Amendment Effective Date), add as a party Revolving Borrower to this Agreement any Subsidiary to be a Subsidiary Borrower hereunder by the execution and delivery to the Administrative Agent and the Lenders of (a) a duly completed Assumption Letter by such Subsidiary, with the written consent upon satisfaction of the Company at the foot thereofconditions specified in Section 5.3, (b) such guaranty and subordinated intercompany indebtedness documents as may be reasonably required by the Administrative Agent and such other opinions, documents, certificates or other items as may be required by Section 5.2, such documents with respect to any additional Subsidiaries to be substantially similar in form and substance to the Loan Documents executed on or about the Closing Date by the Subsidiaries parties hereto as of the Closing Date. Upon such execution, delivery and consent which case such Subsidiary shall for all purposes be a party hereto as a Subsidiary Revolving A Borrower or Revolving B Borrower, as the case may be, as fully as if it had executed and delivered this Agreement, provided that the Administrative Agent shall notify the applicable Revolving Credit Lenders in the Class to which such Subsidiary shall be a Revolving Borrower at least ten Business Days prior to granting such consent, and shall withhold such consent if any Revolving A Lender, and/or Revolving B Lender, as the case may be, notifies the Administrative Agent within ten Business Days that it is not permitted by Applicable Law or any other organizational policy to make Loans to the relevant Subsidiary. So If (i) no applicable Revolving Credit Lender shall have notified the Administrative Agent that it is not permitted by Applicable Law or any other organizational policy to make Revolving Credit Loans to the relevant Subsidiary and (ii) the Administrative Agent has not withheld its consent to the addition of such Subsidiary as a Subsidiary Borrower pursuant to the immediately preceding sentence, then such Subsidiary Borrower shall be added as a Subsidiary Borrower to the relevant Class, provided that, in the case of any proposed Subsidiary Borrower with a jurisdiction of domicile that is a jurisdiction different from each other Subsidiary Borrower in the relevant Class, the Administrative Agent may establish and apply such other rules and procedures, and amend this Agreement accordingly, as it deems reasonably necessary for the addition of such Subsidiary Borrower pursuant to, and in a manner consistent with, this Agreement. (ii) With respect to any Subsidiary Borrower, so long as the principal of and interest on any Advances Loans made to any such Subsidiary Borrower under this Agreement shall have been repaid or paid in full, all Letters of Credit issued for the account of such Subsidiary Borrower have expired or been returned and terminated full and all other obligations Obligations of such Subsidiary Borrower under this Agreement shall have been fully performed, 110599275_6 the Company Parent Borrower may, by not less than five (5) Business Days' ’ prior notice to the Administrative Agent (which shall promptly notify the relevant Revolving Credit Lenders thereof), terminate such Subsidiary Borrower's Subsidiary’s status as a "“Subsidiary Borrower". The Administrative Agent ” and such Subsidiary Borrower shall give the Lenders written notice of the addition of any Subsidiary Borrowers no longer be a party to this Agreement or any other Loan Document. (iii) Notwithstanding anything to the contrary in this Agreement, in no event shall any Foreign Subsidiary Borrower organized under the laws of France be a Borrower under any Credit Facility other than the Revolving A Credit Facility.

Subsidiary Borrowers. (a) The Company may at any time or Company, from time to time, with the consent of the Administrative Agent add as a party to this Agreement any Subsidiary to be a Subsidiary Borrower hereunder time by the execution and delivery notice to the Administrative Agent (which shall identify the proposed Subsidiary Borrower and its jurisdiction of organization), may (i) add any Eligible Subsidiary in an Eligible Jurisdiction as a Subsidiary Borrower by delivery of an executed Subsidiary Borrower Supplement and (ii) request that any Eligible Subsidiary in any other jurisdiction become a Subsidiary Borrower. The Administrative Agent shall promptly forward a copy of any such notice to each Lender. Upon delivery of the notice and Subsidiary Borrower Supplement (in the case of clause (i) above) or, in the case of clause (ii) above, upon the consent to such designation from the Administrative Agent and each Lender that is a Lender under the tranche (or tranches) to which such Eligible Subsidiary is being designated as Subsidiary Borrower, which consent in each case shall not be unreasonably withheld or delayed, provided, that; a Lender not consenting to such Eligible Subsidiary because such Lender is unable to lend to such entity on account of either internal policy or a legal impediment, shall not be deemed unreasonable), then such Eligible Subsidiary shall become a Borrower hereunder; provided that (x) such Eligible Subsidiary and the Lenders Company shall have delivered a Subsidiary Borrower Supplement to the Administrative Agent (which shall promptly deliver a copy thereof to each Lender) not later than five Business Days prior to the proposed effective date of such designation; (ay) a duly completed Assumption Letter by such Subsidiary, with to the written consent of the Company at the foot thereof, (b) such guaranty and subordinated intercompany indebtedness documents as may be reasonably required extent requested by the Administrative Agent (on behalf of itself or any Lender) in writing at least five Business Days prior to the proposed effective date of such designation, the Company shall have delivered all documents and such other opinions, documents, certificates or other items as may be information required by Section 5.2, such documents regulatory authorities under applicable “know-your-customer” rules and regulations with respect to any additional Subsidiaries to be substantially similar in form the proposed Subsidiary Borrower; and substance (z) prior to the Loan Documents executed making of any Credit Extension to such Subsidiary Borrower, such Subsidiary Borrower shall have satisfied the conditions precedent set forth in Section 11.3. (b) In addition to the conditions set forth in Section 2.7(a), an Eligible Subsidiary that would qualify as a Foreign Borrower may not be a Borrower hereunder if the Administrative Agent reasonably determines that the addition of such Eligible Subsidiary would (i) violate any applicable law or (ii) have any material adverse effect on or about the Closing Date by the Subsidiaries parties hereto as Lenders. (c) Each Domestic Borrower shall be liable, on a joint and several basis, for all of the Closing DateLoans and other Obligations of each other Borrower. Upon such executionSubject to the provisions of each applicable Foreign Guaranty, delivery and consent such the Obligations of all Subsidiary Borrowers that are Foreign Subsidiaries shall be several in nature. No Loan Party that is a Foreign Subsidiary shall be responsible for all purposes be a party hereto as a Subsidiary Borrower as fully as if it had executed and delivered this Agreement. any Domestic Loan Party’s Obligations or such Domestic Loan Party’s failure to pay or perform its Obligations hereunder. (d) So long as the principal of and interest on any Advances all Loans made to any Subsidiary Borrower under this Agreement shall have been repaid or paid in full, all Letters of Credit issued for the account of such Subsidiary Borrower have expired or been returned and terminated full and all other obligations of such Subsidiary Borrower in such capacity (other than (a) contingent indemnification obligations not yet due and payable and as to which no claim has been made, (b) obligations and liabilities under Qualified Hedge Agreements as to which arrangements reasonably satisfactory to the applicable Lender Party shall have been made and (c) Letters of Credit that have been cash collateralized in accordance with the provisions of this Agreement or with respect to which other arrangements have been made that are reasonably satisfactory to the applicable Issuing Lender) shall have been fully performed, the Company may, by upon not less than five (5) two Business Days' ’ prior written notice to the Administrative Agent (which shall promptly notify the Lenders thereof), terminate such Subsidiary Borrower's Subsidiary’s status as a "“Subsidiary Borrower". The Administrative Agent shall give the Lenders written notice of the addition of any Subsidiary Borrowers to this Agreement”.

Subsidiary Borrowers. The Company On or after the Restatement Effective Date, the U.S. Borrower may at designate any time or from time Wholly-Owned Subsidiary as a Subsidiary Borrower by delivery to timethe Administrative Agent of a Subsidiary Borrower Agreement executed by such Subsidiary and the U.S. Borrower. Each such designation shall specify whether such Subsidiary shall be entitled (i) to obtain Revolving Loans and/or (ii) to request the creation of Ancillary Facilities under Section 2.22, with and each such designation shall be subject to the consent of the Administrative Agent add (which consent shall not unreasonably be withheld); provided that, to the extent such designation specifies a Foreign Subsidiary as a party the Subsidiary Borrower, such desigantion shall be subject to this Agreement any Subsidiary to the consent of all Lenders (which consent shall not unreasonably be a Subsidiary Borrower hereunder withheld). Upon the execution by the execution U.S. Borrower and delivery to the Administrative Agent and the Lenders of (a) a duly completed Assumption Letter by such Subsidiary, with the written consent of the Company at the foot thereof, (b) such guaranty and subordinated intercompany indebtedness documents as may be reasonably required by the Administrative Agent and such other opinions, documents, certificates or other items as may be required by Section 5.2, such documents Subsidiary Borrower Termination with respect to any additional Subsidiaries to be substantially similar in form and substance to the Loan Documents executed on or about the Closing Date by the Subsidiaries parties hereto as of the Closing Date. Upon such executionSubsidiary Borrower, delivery and consent such Subsidiary shall for all purposes cease to be a party hereto as a Subsidiary Borrower as fully as if it had executed and delivered a party to this Agreement. So long ; provided that no Subsidiary Borrower Termination will become effective as the principal of and interest on any Advances made to any Subsidiary Borrower under this Agreement shall have been repaid or paid in full, all Letters of Credit issued for the account of such Subsidiary Borrower have expired or been returned and terminated and all (other obligations of such Subsidiary Borrower under this Agreement shall have been fully performed, the Company may, by not less than five (5) Business Days' prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), terminate such Subsidiary Borrower's status as ’s right to make further Borrowings under this Agreement) at a "time when any principal of or interest on any Loan to such Subsidiary Borrower"Borrower shall be outstanding hereunder or any Ancillary Facility under which Ancillary Loans may be made available to such Subsidiary Borrower has not been previously terminated. The Promptly following receipt of any Subsidiary Borrower Agreement or Subsidiary Borrower Termination, the Administrative Agent shall give the Lenders written notice of the addition of any Subsidiary Borrowers send a copy thereof to this Agreementeach Lender.

Subsidiary Borrowers. (a) The Company may Borrower may, at any time or from time to time, with the consent designate one or more Wholly-Owned Foreign Subsidiaries of the Administrative Agent add Borrower as a party to this Agreement any “Subsidiary to be a Subsidiary Borrower Borrower” hereunder by the execution and delivery furnishing to the Administrative Agent and the Lenders of (a) at least five Business Days before such designation is to take effect a Designation Letter in duplicate, duly completed Assumption Letter and executed by the Borrower and such Wholly-Owned Foreign Subsidiary, together with (i) the items described in paragraphs (c) and (d) of Section 4.01 relating to such Subsidiary Borrower in form and substance satisfactory to the Administrative Agent, (ii) such security agreements and similar documents as the Administrative Agent shall reasonably request to accomplish the pledge by such Subsidiary, with the written consent Subsidiary Borrower of the Company at the foot thereof, substantially all of its assets (bother than Real Property) and such guaranty and subordinated intercompany indebtedness documents immaterial assets as may be reasonably required by agreed upon between the Administrative Agent and the Borrower) to secure the obligations of such Subsidiary Borrower hereunder and under the Designation Letter, and (iii) such other opinions, documents, certificates or other items documents and information (including information relating to “know your customer” rules and regulations) as may be required by Section 5.2, the Administrative Agent shall reasonably request. Upon any such documents with respect to any additional Subsidiaries to be substantially similar in form designation of a Wholly-Owned Foreign Subsidiary and substance to the Loan Documents executed on or about the Closing Date by the Subsidiaries parties hereto as consent of each of the Closing Date. Upon such executionLenders with a Revolving Commitment, delivery and consent which will not be unreasonably withheld, such Subsidiary shall for all purposes be a party hereto as a Subsidiary Borrower hereunder (with the related rights and obligations) and shall be entitled to request (i) Revolving Loans, (ii) Alternate Currency Loans in one or more specified Alternate Currencies from such Alternate Currency Lenders as fully as if it had executed shall agree to make Alternate Currency Loans to such Subsidiary Borrower or (iii) a combination of the foregoing, on and delivered subject to the terms and conditions of, and to the extent provided in, this Agreement. ; provided, however, that if the Borrower so indicates in the applicable Designation Letter, the Subsidiary Borrower may be entitled to request only Alternate Currency Loans, in which case such Subsidiary Borrower shall then be entitled to request only Alternate Currency Loans on and subject to the terms and conditions of, and to the extent provided in, this Agreement and the consent to such designation of only the Administrative Agent and the applicable Alternate Currency Lenders shall be required. (b) So long as the principal of and interest on any Advances all Loans made to any Subsidiary Borrower under this Agreement shall and any related obligations have been repaid or paid in full, all Letters of Credit issued for the account Borrower may terminate the status of such Subsidiary Borrower have expired or been returned and terminated and all other obligations of such as a Subsidiary Borrower under this Agreement shall have been fully performed, the Company may, hereunder by not less than five (5) Business Days' prior notice furnishing to the Administrative Agent (a Termination Letter in duplicate, duly completed and executed by the Borrower and such Subsidiary. Any Termination Letter furnished hereunder shall be effective upon receipt by the Administrative Agent, which shall promptly notify the Lenders thereof)Lenders. Notwithstanding the foregoing, the delivery of a Termination Letter with respect to any Subsidiary Borrower shall not terminate (i) any obligation of such Subsidiary Borrower's status Borrower that remains unpaid at the time of such delivery or (ii) the obligations of the Borrower under the Parent Guaranty with respect to any such unpaid obligations. (c) BPGR and Manitowoc Asia Holdings as a "the initial Subsidiary Borrower"Borrowers, hereby agree to be bound by the provisions of the second sentence of the third paragraph of the attached form of Designation Letter as if the same were fully set forth herein. The Administrative Agent provisions of Section 2.21(a)(ii) shall give the Lenders written notice of the addition of any not be applicable to such Subsidiary Borrowers Borrowers. It is agreed that BPGR and Manitowoc Asia Holdings shall be entitled to this Agreementrequest Alternate Currency Loans only and shall not be entitled to receive Loans pursuant to Section 2.01(a).

Subsidiary Borrowers. The Company may at any time or from time to time, with the consent of the Administrative Agent add as a party to this Agreement any Subsidiary to be a Subsidiary Borrower hereunder by the execution and delivery to the Administrative Agent and the Lenders of (a) a duly completed Assumption Letter by such Subsidiary, with the written consent of the Company at the foot thereof, (b) such guaranty and subordinated intercompany indebtedness documents as may be reasonably required by the Administrative Agent and such other opinions, documents, certificates or other items as may be required by Section 5.2, such documents with respect to any additional Subsidiaries to be substantially similar in form and substance to the Loan Documents executed on or about the Closing Date by the Subsidiaries parties hereto as of the Closing Date. Upon such execution, delivery and consent such Subsidiary shall for all purposes be a party hereto as a Subsidiary Borrower as fully as if it had executed and delivered this Agreement. So long as the principal of and interest on any Advances made to any Subsidiary Borrower under this Agreement shall have been repaid or paid in full, all Letters of Credit issued for the account of such Subsidiary Borrower have expired or been returned and terminated and all other obligations of such Subsidiary Borrower under this Agreement shall have been fully performed, the Company may, by not less than five (5) Business Days' Days notice, any Eligible Restricted Subsidiary may become a Subsidiary Borrower hereunder by delivering to the Administrative Agent a supplement or joinder in form and substance reasonably satisfactory to the Administrative Agent executed by such Restricted Subsidiary and the Company (a “Subsidiary Joinder Agreement”), setting forth the agreement of such Restricted Subsidiary to become a party to this Agreement as a Subsidiary Borrower and to be bound by all the terms and provisions hereof, and such evidence of appropriate corporate authorization on the part of such Eligible Restricted Subsidiary and such opinions of counsel for such Eligible Restricted Subsidiary as the Administrative Agent may reasonably request; provided, however, it shall be a condition to the effectiveness of such Eligible Restricted Subsidiary becoming a Subsidiary Borrower hereunder that after giving effect to such Subsidiary Joinder Agreement, (i) the representations and warranties of the Borrowers contained in Article V (but excluding the representation set forth in Section 5.05(b)) or in any other Loan Document shall be true and correct in all material respects, (ii) no Default or Event of Default shall exist, or would result therefrom and (iii) if such joinder obligates the Administrative Agent or any Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Company shall have supplied such documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry out and be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under all applicable laws and regulations, and such compliance has been confirmed. (b) The eligibility of any Subsidiary Borrower to continue to borrow under this Agreement shall terminate when the Administrative Agent receives an election to terminate an Eligible Restricted Subsidiary’s status as a Subsidiary Borrower, in form and substance satisfactory to the Administrative Agent (the “Subsidiary Termination Agreement”). The delivery of a Subsidiary Termination Agreement shall not affect any obligation of such Subsidiary Borrower hereunder incurred prior to delivery of such Subsidiary Termination Agreement. (c) Each Subsidiary Joinder Agreement delivered to the Administrative Agent shall be duly executed on behalf of the relevant Eligible Restricted Subsidiary and the Company, and each Subsidiary Termination Agreement delivered to the Administrative Agent shall be duly executed on behalf of the Company, in such number of copies as the Administrative Agent may request. The Administrative Agent shall promptly give notice to the Lenders and the L/C Issuers of its receipt of any Subsidiary Joinder Agreement or Subsidiary Termination Agreement and provide a copy of each such Subsidiary Joinder Agreement and Subsidiary Termination Agreement to each L/C Issuer and each Lender. (d) If the Company shall deliver a Subsidiary Joinder Agreement with respect to any Subsidiary not organized under the laws of the United States or any State thereof, any Lender may, with notice to the Administrative Agent (which shall promptly notify and the Lenders thereof)Company, terminate make any Loan available to such Subsidiary Borrower's status as a "by causing an Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of such Subsidiary Borrower". The Administrative Agent shall give to repay such Loan in accordance with the Lenders written notice terms of the addition of any Subsidiary Borrowers to this Agreement. (e) If (i) a Subsidiary Borrower at any time ceases to be an Eligible Restricted Subsidiary (by reason of a Subsidiary Termination Agreement being delivered to the Administrative Agent, by reason of such Subsidiary no longer being wholly owned, directly or indirectly, by the Company or otherwise) or (ii) an Event of Default specified in clause (f) of Article VIII occurs with respect to a Subsidiary Borrower:

Subsidiary Borrowers. The Company In addition to the requirements of any other applicable provision of this Agreement or any other Loan Document, if any Subsidiary of a Borrower is formed or acquired after the Agreement Date, the Borrowers will notify the Credit Parties in writing thereof within 10 Business Days following the date on which such Subsidiary is formed or acquired (or such later date as may at any time or from time be acceptable to time, with the consent of the Administrative Agent add as a party to this Agreement in its sole discretion) and, by such date (unless any such requirement is waived in writing by the Administrative agent in its sole discretion): (i) the Borrowers will cause each such Subsidiary to be (A) execute and deliver a Subsidiary Borrower hereunder by Joinder Agreement and a Perfection Certificate and (B) promptly take such actions to create and perfect Liens on such Subsidiary's assets to secure the Secured Obligations as the Administrative Agent shall reasonably request (including the execution and delivery of any Collateral Access Agreement or similar document) (it being understood that not more than 100% of the non-voting Equity Interests (if any) and 65% of the voting Equity Interests in each Foreign Subsidiary that is a Controlled Foreign Corporation shall be pledged); (ii) if any Equity Interests issued by any such Subsidiary are owned or held by or on behalf of any Borrower, such Borrower will cause such Equity Interests to be pledged pursuant to the Collateral Documents not later than the tenth Business Day after the date on which such Subsidiary is formed or acquired (it being understood that not more than 100% of the non-voting Equity Interests (if any) and 65% of the voting Equity Interests in each Foreign Subsidiary that is a Controlled Foreign Corporation shall be pledged); and (iii) the Borrowers will deliver or cause to be delivered to the Administrative Agent such certificates and the Lenders of (a) legal opinions as would have been required had such Subsidiary been a duly completed Assumption Letter by such Subsidiary, with the written consent of the Company at the foot thereof, (b) such guaranty and subordinated intercompany indebtedness documents as may be reasonably required by the Administrative Agent and such other opinions, documents, certificates or other items as may be required by Section 5.2, such documents with respect to any additional Subsidiaries to be substantially similar in form and substance to the Loan Documents executed Borrower on or about the Closing Date by the Subsidiaries parties hereto as of the Closing Date. Upon such execution, delivery and consent such Subsidiary shall for all purposes be a party hereto as a Subsidiary Borrower as fully as if it had executed and delivered this Agreement. So long as the principal of and interest on any Advances made to any Subsidiary Borrower under this Agreement shall have been repaid or paid in full, all Letters of Credit issued for the account of such Subsidiary Borrower have expired or been returned and terminated and all other obligations of such Subsidiary Borrower under this Agreement shall have been fully performed, the Company may, by not less than five (5) Business Days' prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), terminate such Subsidiary Borrower's status as a "Subsidiary Borrower". The Administrative Agent shall give the Lenders written notice of the addition of any Subsidiary Borrowers to this Agreement.

Subsidiary Borrowers. (a) The Company may at any time or from time to time, with upon not less than 10 Business Days’ notice from the consent of the Administrative Agent add as a party to this Agreement any Subsidiary to be a Subsidiary Borrower hereunder by the execution and delivery Company to the Administrative Agent and the Lenders of (a) a duly completed Assumption Letter by or such Subsidiary, with the written consent of the Company at the foot thereof, (b) such guaranty and subordinated intercompany indebtedness documents shorter period as may be reasonably required agreed by the Administrative Agent and such other opinionsin its sole discretion), documentsdesignate any one or more Domestic Subsidiaries, certificates or other items as may be required by Section 5.2Canadian Subsidiaries or, such documents with respect to any additional Subsidiaries to be substantially similar in form and substance subject to the Loan Documents executed on or about the Closing Date by the Subsidiaries parties hereto as approval of the Closing Date. Upon such executionAdministrative Agent, delivery and consent such Subsidiary shall for all purposes be a party hereto U.K. Subsidiaries of the Company (an “Applicant Borrower”) as a Subsidiary U.S. Borrower, Canadian Borrower as fully as if it had executed and delivered this Agreement. So long as the principal of and interest on any Advances made or U.K. Borrower, respectively, to any Subsidiary Borrower under this Agreement shall have been repaid or paid in full, all Letters of Credit issued for the account of such Subsidiary Borrower have expired or been returned and terminated and all other obligations of such Subsidiary Borrower under this Agreement shall have been fully performed, the Company may, receive Loans hereunder by not less than five (5) Business Days' prior notice delivering to the Administrative Agent (which shall promptly notify deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit K (a “Borrower Designation 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 thereofshall have received such supporting resolutions, constitutional documents, incumbency certificates, opinions of counsel, Security Documents, Deposit Account Control Agreements, Collateral Access Agreements, valuations and other documents, instruments or information (including any “know-your-customer” information requested by the Administrative Agent, including, if any Applicant Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification with respect to such Applicant Borrower), 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 sole discretion, and Notes signed by such new Borrowers to the extent any Lenders so require. If the Administrative Agent agrees that an Applicant Borrower shall have satisfied all of the requirements of this Section 2.22 and, therefore, be entitled to receive Loans hereunder, then promptly following receipt of all such requested resolutions, incumbency certificates, Security Documents, opinions of counsel and other documents, instruments or information, the Administrative Agent shall send a notice in substantially the form of Exhibit L (a “Borrower Designation Notice”) to the Company and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute a U.S. Borrower, if the Applicant Borrower is a Domestic Subsidiary, a Canadian Borrower, if the Applicant Borrower is a Canadian Subsidiary, or a U.K. Borrower, if the Applicant Borrower is a or U.K. Subsidiary, for purposes hereof, whereupon each of the Lenders agrees to permit such Applicant Borrower to become a Borrower and to receive Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Applicant Borrower otherwise shall be a U.S. Borrower, Canadian Borrower or U.K. Borrower, as the case may be, for all purposes of this Agreement; provided that no Notice of Borrowing may be submitted by or on behalf of such Applicant Borrower until the date three Business Days after such effective date. (b) The Company may from time to time, upon not less than 10 Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), terminate such Subsidiary Borrower's any Domestic Subsidiary’’s, Canadian Subsidiary’s or U.K. Subsidiary’s status as a "Borrower; provided that there are no outstanding Revolving Credit Facility Loans or LC Obligations payable by such Borrower, or other amounts payable by such Borrower on account of any Credit Extensions made to it, as of the effective date of such termination (unless such Loans and other Obligations have been assumed by another Borrower). Following the termination of any Subsidiary’s status as a Borrower hereunder, such Subsidiary Borrower"shall, subject to the terms of Section 9.16, remain a Subsidiary Guarantor and shall remain subject to the terms of this Agreement. The Administrative Agent shall give will promptly notify the Lenders written notice of the addition of any such termination of a Subsidiary Borrowers to this AgreementBorrower’s status.

Subsidiary Borrowers. (a) The Company Parent Borrower may at any time or from time to time, with the prior consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), add as a party to this Agreement any Wholly-Owned Subsidiary to be a Subsidiary Borrower hereunder Borrower, provided that there shall be not more than three Subsidiary Borrowers at any time. Upon (i) execution and delivery by the execution Parent Borrower, any such Subsidiary Borrower and the Administrative Agent, of a Joinder Agreement providing for any such Subsidiary to become a Subsidiary Borrower, and (ii) delivery to the Administrative Agent and the Lenders of (aA) a duly completed Assumption Letter by Subsidiary Borrower Opinion in respect of such Subsidiary, with the written consent of the Company at the foot thereof, additional Subsidiary Borrower and (bB) such guaranty and subordinated intercompany indebtedness other documents with respect thereto as may be reasonably required by the Administrative Agent and such other opinionsshall reasonably request, documents, certificates or other items as may be required by Section 5.2, such documents with respect to any additional Subsidiaries to be substantially similar in form and substance to the Loan Documents executed on or about the Closing Date by the Subsidiaries parties hereto as of the Closing Date. Upon such execution, delivery and consent such Subsidiary shall for all purposes be a party hereto as a Subsidiary Borrower as fully as if it had executed and delivered this Agreement. The Administrative Agent shall notify the Lenders at least five Business Days prior to granting such consent, and if any Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Loans to, or participate in Letters of Credit for the account of, the relevant Subsidiary, shall withhold such consent or shall give such consent only upon effecting changes to the provisions of this Section 2 as are contemplated by paragraph (c) of this Section 2.23 that will assure that such Lender is not required to make Loans to, or participate in Letters of Credit for the account of, such Subsidiary. (b) So long as the principal of and interest on any Advances Loans made to any Subsidiary Borrower under this Agreement shall have been repaid or paid in full, all Letters of Credit issued for the account of such Subsidiary Borrower have expired or been returned and terminated full and all other obligations of such Subsidiary Borrower under this Agreement shall have been fully performed, the Company Parent Borrower may, by not less than five (5) Business Days' ’ prior notice to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary Borrower's Subsidiary’s status as a "“Subsidiary Borrower"”. (c) In order to accommodate the addition of a Wholly-Owned Subsidiary as a Subsidiary Borrower where one or more Lenders are able and willing to lend Loans to, and participate in Letters of Credit issued for the account of, such Wholly-Owned Subsidiary, but other Lenders are not so able and willing, the Administrative Agent shall be permitted, with the consent of the Parent Borrower, to effect such changes to the provisions of this Section 2 as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its subsidiaries, all with the intention of providing procedures for the Lenders who are so able and willing to extend credit to such Wholly-Owned Subsidiaries and for the other Lenders not to be required to do so. The Prior to effecting any such changes, the Administrative Agent shall give the all Lenders written at least five Business Days’ notice of the addition of any Subsidiary Borrowers thereof and an opportunity to this Agreementcomment thereon.

Subsidiary Borrowers. (a) The Company may at any time or from time to time, with upon not less than 5 Business Days’ notice from the consent of the Administrative Agent add as a party to this Agreement any Subsidiary to be a Subsidiary Borrower hereunder by the execution and delivery Company to the Administrative Agent and the Lenders of (a) a duly completed Assumption Letter by or such Subsidiary, with the written consent of the Company at the foot thereof, (b) such guaranty and subordinated intercompany indebtedness documents shorter period as may be reasonably required agreed by the Administrative Agent and such other opinionsAgent), documentsdesignate any one or more Domestic Subsidiaries, certificates Canadian Subsidiaries or other items as may be required by Section 5.2, such documents with respect to any additional Dutch Subsidiaries to be substantially similar in form and substance to the Loan Documents executed on or about the Closing Date by the Subsidiaries parties hereto as of the Closing Date. Upon such execution, delivery and consent such Subsidiary shall Company that have assets of the type eligible for all purposes be a party hereto inclusion in the applicable Borrowing Base (an “Applicant Borrower”) as a Subsidiary U.S. Borrower, Canadian Borrower as fully as if it had executed and delivered this Agreement. So long as the principal of and interest on any Advances made or Dutch Borrower, respectively, to any Subsidiary Borrower under this Agreement shall have been repaid or paid in full, all Letters of Credit issued for the account of such Subsidiary Borrower have expired or been returned and terminated and all other obligations of such Subsidiary Borrower under this Agreement shall have been fully performed, the Company may, receive Loans hereunder by not less than five (5) Business Days' prior notice delivering to the Administrative Agent (which shall promptly notify deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit K or such other form as may be agreed by the Company and the Administrative Agent (acting reasonably) (a “Borrower Designation 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 thereofshall have received such supporting resolutions, constitutional documents, incumbency certificates, opinions of counsel, other documents required to be delivered pursuant to the Collateral and Guarantee Requirement, valuations and other documents, instruments or information (including any “know-your-customer” information reasonably requested by the Administrative Agent or any Lender (through the Administrative Agent)), in each case similar in scope and substance to the same type of documents delivered on the Closing Date, as may be required by the Administrative Agent or the Required Lenders, and Notes signed by such new Borrowers to the extent any Lenders so require. If the Administrative Agent agrees that an Applicant Borrower shall have satisfied all of the requirements of this Section 2.21 and, therefore, be entitled to receive Loans hereunder, then promptly following receipt of all such requested resolutions, incumbency certificates, other documents required to be delivered pursuant to the Collateral and Guarantee Requirement, opinions of counsel and other documents, instruments or information, the Administrative Agent shall send a notice in substantially the form of Exhibit K (a “Borrower Designation Notice”) to the Company and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute a U.S. Borrower, if the Applicant Borrower is a Domestic Subsidiary, a Canadian Borrower, if the Applicant Borrower is a Canadian Subsidiary, or a Dutch Borrower, if the Applicant Borrower is a Dutch Subsidiary, for purposes hereof, whereupon each of the Lenders agrees to permit such Applicant Borrower to become a Borrower for all purposes of this Agreement (including to receive Loans hereunder, on the terms and conditions set forth herein); provided that no Notice of Borrowing may be submitted by or on behalf of such Applicant Borrower until one Business Day after such effective date. (b) The Company may from time to time, upon not less than 5 Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be reasonably agreed by the Administrative Agent), terminate such Subsidiary Borrower's any Domestic Subsidiary’s, Canadian Subsidiary’s or Dutch Subsidiary’s status as a "Borrower; provided that there are no outstanding Revolving Loans or LC Obligations payable by such Borrower or other amounts payable by such Borrower on account of any Credit Extensions made to it, as of the effective date of such termination (unless such Loans and other Obligations have been assumed by another Borrower). Following the termination of any Subsidiary’s status as a Borrower hereunder, such Subsidiary Borrower"shall, subject to the Collateral and Guarantee Requirement, remain a Subsidiary Guarantor and shall remain subject to the terms of this Agreement. The Administrative Agent shall give will promptly notify the Lenders written notice of the addition of any Subsidiary Borrowers to this Agreementsuch termination of a Borrower’s status.

Subsidiary Borrowers. The Company may at any time or from time to time, with the consent of the Administrative Agent add as a party to this Agreement any Wholly-Owned Subsidiary to be a Subsidiary Borrower hereunder by the execution and delivery to the Administrative Agent and the Lenders of (a) a duly completed Assumption Letter by such Subsidiary, with the written consent of the Company Borrowers at the foot thereof, (b) such guaranty and subordinated intercompany indebtedness documents and, if applicable, security documents as may be reasonably required by the Administrative Agent and such other opinions, agreements, documents, certificates or other items as may be required by Section 5.24.3, such documents with respect to any additional Subsidiaries to be substantially similar in form and substance to the Loan Documents executed on or about the Closing Date date hereof by the Subsidiaries parties hereto as of the Closing Date. No Foreign Subsidiary may be a Subsidiary Borrower. Upon such execution, delivery and consent such Subsidiary shall for all purposes be a party hereto as a Subsidiary Borrower as fully as if it had executed and delivered this Agreement. So long as the principal of and interest on any Advances Credit Extensions made to any Subsidiary Borrower under this Agreement shall have been repaid or paid in full, all Letters of Credit Facility LCs issued for the account of such Subsidiary Borrower have expired or been returned and terminated and all other obligations Obligations (other than contingent indemnity obligations) of such Subsidiary Borrower under this Agreement shall have been fully performed, the Company may, by not less than five (5) Business Days' ’ prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), terminate such Subsidiary Borrower's ’s status as a "“Subsidiary Borrower"” or “Borrower,” and such Subsidiary Borrower shall be released from any future liability (other than contingent indemnity obligations) as a “Subsidiary Borrower” or “Borrower” hereunder or under the other Loan Documents. The Administrative Agent shall give the Lenders written notice of the addition of any Subsidiary Borrowers to this Agreement.

Subsidiary Borrowers. The Company may at any time or from time to time, with the consent of the Administrative Agent add as time request that a party Restricted Subsidiary be added to this Agreement any and the other Loan Documents as an additional Borrower with the ability to request and receive Extensions of Credit from the Lenders (each, a “Subsidiary to Borrower”). No more than five (5) requests shall be a Subsidiary Borrower hereunder by delivered during the execution and delivery term of this Agreement. Each such request shall be delivered in writing to the Administrative Agent and the Lenders and shall specify the name of (a) a duly completed Assumption Letter by such Subsidiary, with such Subsidiary’s jurisdiction of organization, the written consent Tranche under which such Subsidiary would be able to request and receive Extensions of Credit from the Lenders, and the Business Day on which the Company would like such joinder to be given effect. Such request shall be delivered at the foot thereof, least thirty (b30) days (or such guaranty and subordinated intercompany indebtedness documents shorter period as may be reasonably required agreed by the Administrative Agent in its sole discretion) prior to the date on which the Company wishes to join such Subsidiary Borrower hereto. The Administrative Agent and the Lenders, subsequent to their receipt of such other opinionsrequest, documentsmay ask the Company for additional information related to the proposed Subsidiary Borrower in their respective reasonable discretion. Taxes resulting from payments to any Lender by any such Subsidiary Borrower shall not be treated as Indemnified Taxes to the extent that Taxes resulting from such payment would have been Excluded Taxes if such payments had been made by the Company. In addition, certificates or other items as may no Lender shall be required by Section 5.2, to make Extensions of Credit to such documents with respect to any additional Subsidiaries to be substantially similar in form and substance Subsidiary Borrower if such Lender shall have given notice to the Loan Documents executed on or about Administrative Agent and the Closing Date by the Subsidiaries parties hereto as Company within fifteen (15) Business Days after its receipt of the Closing Date. Upon such execution, delivery and consent request to join such Subsidiary shall for all purposes Borrower hereto that such Lender has determined in good faith that it would be a party hereto as a Subsidiary Borrower as fully as if it had executed and delivered this Agreement. So long as the principal of and interest on any Advances made to any Subsidiary Borrower under this Agreement shall have been repaid or paid subject, in full, all Letters making Extensions of Credit issued for to such Subsidiary Borrower, to (i) regulatory or legal limitations or restrictions, (ii) material internal operations burdens or (iii) material financial disadvantage arising out of or attributable to the account location or jurisdiction of organization of such Subsidiary Borrower have expired or been returned the nature of its activities. If all of the Lenders under the applicable Tranche inform the Administrative Agent and terminated the Company that they are subject to such regulatory, legal or other burdens or limitations and all other obligations of restrictions or are otherwise disadvantaged as described above, then such Subsidiary Borrower under shall not be joined hereto. If only a subset of the Lenders are unable to make Extensions of Credit to such Subsidiary Borrower as a result of the foregoing, then the Administrative Agent shall have the right to adjust (including, without limitation, further tranching hereof) the provisions of Article II and the other terms and conditions of this Agreement shall have been fully performedas it may reasonably determine to enable the Lenders that are able to make Extensions of Credit to such Subsidiary Borrower without becoming subject to any such regulatory or any legal restriction or limitation or such burden or financial disadvantage, and without causing the Company or any Subsidiary Borrower to incur any such disadvantages of its own (including any such disadvantage in the form of being required to indemnify Lenders for withholding payments including Taxes), to make Extensions of Credit available to such Subsidiary Borrower on a non-pro rata basis with Lenders that are not so able, with such adjustments to be made in a manner that, to the extent practicable, are reasonably equitable to all the Lenders. In order to join a Subsidiary Borrower hereto, the Company may, by not less than shall cause the delivery of the following to the Administrative Agent and the Lenders at least five (5) Business Days' Days prior notice to the date on which the Company has requested that such joinder be given effect: (i) a joinder agreement executed by the Company, the applicable Subsidiary Borrower and the Administrative Agent, in form and substance reasonably acceptable to each of them, pursuant to which such Subsidiary Borrower shall agree to be bound by the terms and conditions hereof and CHAR1\1858015v1CHAR1\1858015v2 shall be entitled to request and receive Extensions of Credit hereunder; (ii) appropriate Notes made by such Subsidiary Borrower in favor of the applicable Lenders; (iii) organizational documents, resolutions, incumbency certificates and other similar corporate documents in respect of such Subsidiary Borrower, each in form and substance reasonably acceptable to the Administrative Agent, (iv) opinions of counsel for the Subsidiary Borrower in form and substance reasonably acceptable to the Administrative Agent; (v) documentation and other information reasonably requested by the Lenders or the Administrative Agent under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation; (vi) no-default certificates, borrowing requests and other similar deliverables as required for the Company under Sections 5.1 and 5.2; and (vii) such other agreements, documents and instruments reasonably requested by the Administrative Agent (which shall promptly notify it being agreed that the Lenders thereof), terminate such forms of agreements and deliverables delivered by the Company on the Closing Date are acceptable for purposes of any Domestic Subsidiary being added as a Subsidiary Borrower's status as ). Upon satisfaction of the requirements set forth in this Section 2.10, the applicable Subsidiary Borrower shall for all purposes of this Agreement be a "Subsidiary Borrower"party to this Agreement. The Company and the Administrative Agent shall may enter into an amendment hereto, in form and substance reasonably acceptable to each of them, to give the Lenders written notice of further effect to the addition of any such Subsidiary Borrowers Borrower hereto, and the Lenders authorize the Administrative Agent to enter into such an amendment; provided, however, that such amendment shall be technical and ministerial in nature and shall be focused solely on appropriately inserting the Subsidiary Borrower into this AgreementAgreement and the other Loan Documents. The Company shall guarantee the Obligations of each Subsidiary Borrower on terms and conditions reasonably acceptable to the Administrative Agent.

Subsidiary Borrowers. The Company may (a) At the election of the Borrower at any time or and from time to time, with upon not less than seven (7) Business Days’ notice (or 15 days’ notice in the consent event the Subsidiary is organized under the laws of a jurisdiction other than the United States (a “Foreign Subsidiary Borrower”)) to the Administrative Agent add and each Lender, at the time of such election, one or more Wholly Owned Subsidiaries shall become a Borrower hereunder (each, a “Subsidiary Borrower”) by (A) the Borrower’s and such Subsidiary Borrower’s executing and delivering to the Administrative Agent, as applicable, (i) an Adherence Agreement, (ii) an incumbency certificate as to the names, titles and specimen signatures of such Wholly Owned Subsidiary’s officers or other representatives authorized to act on its behalf in connection with this Agreement, and (iii) if and to the extent generally issued by the applicable jurisdiction, a current good standing certificate as to such Wholly Owned Subsidiary from its jurisdiction of organization and a certified copy of its organizational or constituent documents (such as a party certificate or articles of incorporation or formation and by-laws, limited liability company agreement or limited partnership agreement, as applicable); provided that (x) each such Wholly Owned Subsidiary shall satisfy the Baseline Conditions on and as of the date such Wholly Owned Subsidiary delivers its Adherence Agreement, (y) the Borrower shall be deemed to this Agreement any represent and warrant as of such date that such proposed Subsidiary Borrower is a Wholly Owned Subsidiary, and (z) no Subsidiary Borrower shall cease to be a Subsidiary Borrower hereunder solely because it ceases to be a Wholly-Owned Subsidiary so long as it remains a Subsidiary and (B) the Borrower’s executing a Qualified Borrower Guaranty. Following the giving of any notice pursuant to this Section 10.22(a) and prior to the effectiveness of any such Subsidiary becoming a Subsidiary Borrower, if the designation of such Subsidiary Borrower obligates the Administrative Agent or any Lender to comply with “know your customer” or similar identification procedures in accordance with applicable laws and regulations in circumstances where the necessary information is not already available to it, the applicable Subsidiary Borrower shall, promptly upon the request of the Administrative Agent or such Lender, supply such documentation and other evidence as is reasonably and customarily requested by the execution Administrative Agent or such Lender in order for the Administrative Agent or such Lender to be satisfied (in good faith) it has complied with all necessary “know your customer” or other similar verifications under all applicable laws and delivery regulations. Notwithstanding the foregoing, (x) with respect to any Foreign Subsidiary Borrower, any Lender may, with notice to the Administrative Agent and the Lenders Borrower, fulfill its Commitment by causing an Affiliate of such Lender to act as the Lender in respect of such Foreign Subsidiary Borrower (a) a duly completed Assumption Letter by such Subsidiary, with the written consent of the Company at the foot thereof, (b) such guaranty and subordinated intercompany indebtedness documents as may be reasonably required by the Administrative Agent and such other opinionsLender shall, documents, certificates or other items as may be required by Section 5.2, such documents with respect to any additional Subsidiaries to be substantially similar in form and substance to the Loan Documents executed on or about the Closing Date by the Subsidiaries parties hereto as extent of the Closing Date. Upon such execution, delivery and consent such Subsidiary shall for all purposes be a party hereto as a Subsidiary Borrower as fully as if it had executed and delivered this Agreement. So long as the principal of and interest on any Advances Loans made to any Subsidiary Borrower under this Agreement shall have been repaid or paid and participations in full, all Letters of Credit issued for the account of such Foreign Subsidiary Borrower, be deemed for all purposes hereof to have pro tanto assigned such Loans and participations to such Affiliate in compliance with the provisions of Section 10.6; and (y) as soon as practicable and in any event within seven (7) Business Days after notice of the designation under this Section of a Foreign Subsidiary Borrower, any Lender that (I) may not legally lend to such Foreign Subsidiary Borrower, (II) by policy or practice does not lend to entities in the jurisdiction of formation of such Foreign Subsidiary Borrower, or (III) would incur or suffer adverse regulatory or legal consequences by lending to such Foreign Subsidiary Borrower and, in any case (I) or (II) or (III), is generally not lending to other borrowers similarly situated to such Foreign Subsidiary Borrower (a “Protesting Lender”) shall so notify the Borrower and the Administrative Agent in writing. With respect to each Protesting Lender, the Borrower shall, effective on or before the date that such Foreign Subsidiary Borrower shall have expired the right to borrow hereunder, either (I) (A) replace such Protesting Lender in accordance with Section 2.22 or been returned (B) notify the Administrative Agent and such Protesting Lender that the Commitments of such Protesting Lender shall be terminated (whereupon such Commitments shall be terminated); provided that, in the case of this clause (B) with respect to Revolving Commitments, (1) the Borrower shall have received the prior written consent of the Administrative Agent and each Issuing Lender, which consents shall not unreasonably be withheld, and (2) such Protesting Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the relevant Borrower (in the case of all other amounts), or (II) cancel its request to designate such Subsidiary as a “Subsidiary Borrower” hereunder. (b) A Subsidiary Borrower shall be released as a Borrower hereunder upon written request by the Borrower; provided that (i) any Loans to and/or other obligations of such Subsidiary Borrower under this Agreement proposed to be released shall have been either (A) repaid (and any outstanding Letters of Credit issued for its account shall have been fully performedcash collateralized unless the Borrower is a co-applicant thereof) or (B) assumed (pursuant to a written agreement reasonably satisfactory in form and substance to the Administrative Agent), the Company mayconcurrently with or prior to such release, by not less than five the Borrower or by another Subsidiary Borrower (5which other Subsidiary Borrower satisfies the Baseline Conditions at the time of such assumption), (ii) Business Days' prior notice there is no Event of Default after giving effect to such release, (iii) the Borrower is in compliance with each of the financial covenants set forth in Section 7.1 if the ratio or amount referred to therein were to be calculated as of such date, but after giving effect to such release, and (iv) the Borrower has furnished to the Administrative Agent a certificate of its chief financial officer or other authorized officer as to the matters referred in the preceding sub-clauses (which shall promptly notify the Lenders thereofii) and (iii), terminate such Subsidiary Borrower's status as a "Subsidiary Borrower". The Administrative Agent shall give the Lenders written notice of the addition of any Subsidiary Borrowers to this Agreement.

Subsidiary Borrowers. The Company may at any time or from time to time, with the consent of the Administrative Agent add as time request that a party Restricted Subsidiary be added to this Agreement any and the other Loan Documents as an additional Borrower with the ability to request and receive Extensions of Credit from the Lenders (each, a “Subsidiary to Borrower”). No more than five (5) requests shall be a Subsidiary Borrower hereunder by delivered during the execution and delivery term of this Agreement. Each such request shall be delivered in writing to the Administrative Agent and the Lenders and shall specify the name of (a) a duly completed Assumption Letter by such Subsidiary, with such Subsidiary’s jurisdiction of organization, the written consent Tranche under which such Subsidiary would be able to request and receive Extensions of Credit from the Lenders, and the Business Day on which the Company would like such joinder to be given effect. Such request shall be delivered at the foot thereof, least thirty (b30) days (or such guaranty and subordinated intercompany indebtedness documents shorter period as may be reasonably required agreed by the Administrative Agent in its sole discretion) prior to the date on which the Company wishes to join such Subsidiary Borrower hereto. The Administrative Agent and the Lenders, subsequent to their receipt of such other opinionsrequest, documentsmay ask the Company for additional information related to the proposed Subsidiary Borrower in their respective reasonable discretion. Taxes resulting from payments to any Lender by any such Subsidiary Borrower shall not be treated as Indemnified Taxes to the extent that Taxes resulting from such payment would have been Excluded Taxes if such payments had been made by the Company. In addition, certificates or other items as may no Lender shall be required by Section 5.2, to make Extensions of Credit to such documents with respect to any additional Subsidiaries to be substantially similar in form and substance Subsidiary Borrower if such Lender shall have given notice to the Loan Documents executed on or about Administrative Agent and the Closing Date by the Subsidiaries parties hereto as Company within fifteen (15) Business Days after its receipt of the Closing Date. Upon such execution, delivery and consent request to join such Subsidiary shall for all purposes Borrower hereto that such Lender has determined in good faith that it would be a party hereto as a Subsidiary Borrower as fully as if it had executed and delivered this Agreement. So long as the principal of and interest on any Advances made to any Subsidiary Borrower under this Agreement shall have been repaid or paid subject, in full, all Letters making Extensions of Credit issued for to such Subsidiary Borrower, to (i) regulatory or legal limitations or restrictions, (ii) material internal operations burdens or (iii) material financial disadvantage arising out of or attributable to the account location or jurisdiction of organization of such Subsidiary Borrower have expired or been returned the nature of its activities. If all of the Lenders under the applicable Tranche inform the Administrative Agent and terminated the Company that they are subject to such regulatory, legal or other burdens or limitations and all other obligations of restrictions or are otherwise disadvantaged as described above, then such Subsidiary Borrower under shall not be joined hereto. If only a subset of the Lenders are unable to make Extensions of Credit to such Subsidiary Borrower as a result of the foregoing, then the Administrative Agent shall have the right to adjust (including, without limitation, further tranching hereof) the provisions of Article II and the other terms and conditions of this Agreement shall have been fully performedas it may reasonably determine to enable the Lenders that are able to make Extensions of Credit to such Subsidiary Borrower without becoming subject to any such regulatory or any legal restriction or limitation or such burden or financial disadvantage, and without causing the Company or any Subsidiary Borrower to incur any such disadvantages of its own (including any such disadvantage in the form of being required to indemnify Lenders for withholding payments including Taxes), to make Extensions of Credit available to such Subsidiary Borrower on a non-pro rata basis with Lenders that are not so able, with such adjustments to be made in a manner that, to the extent practicable, are reasonably equitable to all the Lenders. In order to join a Subsidiary Borrower hereto, the Company may, by not less than shall cause the delivery of the following to the Administrative Agent and the Lenders at least five (5) Business Days' Days prior notice to the date on which the Company has requested that such joinder be given effect: (i) a joinder agreement executed by the Company, the applicable Subsidiary Borrower and the Administrative Agent, in form and substance reasonably acceptable to each of them, pursuant to which such Subsidiary Borrower shall agree to be bound by the terms and conditions hereof and shall be entitled to request and receive Extensions of Credit hereunder; (ii) appropriate Notes made by such Subsidiary Borrower in favor of the applicable Lenders; (iii) organizational documents, resolutions, incumbency certificates and other similar corporate documents in respect of such Subsidiary Borrower, each in form and substance reasonably acceptable to the Administrative Agent, (iv) opinions of counsel for the Subsidiary Borrower in form and substance reasonably acceptable to the Administrative Agent; (v) documentation and other information reasonably requested by the CHAR1\1753066v5 Lenders or the Administrative Agent under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation; (vi) no-default certificates, borrowing requests and other similar deliverables as required for the Company under Sections 5.1 and 5.2; and (vii) such other agreements, documents and instruments reasonably requested by the Administrative Agent (which shall promptly notify it being agreed that the Lenders thereof), terminate such forms of agreements and deliverables delivered by the Company on the Closing Date are acceptable for purposes of any Domestic Subsidiary being added as a Subsidiary Borrower's status as ). Upon satisfaction of the requirements set forth in this Section 2.10, the applicable Subsidiary Borrower shall for all purposes of this Agreement be a "Subsidiary Borrower"party to this Agreement. The Company and the Administrative Agent shall may enter into an amendment hereto, in form and substance reasonably acceptable to each of them, to give the Lenders written notice of further effect to the addition of any such Subsidiary Borrowers Borrower hereto, and the Lenders authorize the Administrative Agent to enter into such an amendment; provided, however, that such amendment shall be technical and ministerial in nature and shall be focused solely on appropriately inserting the Subsidiary Borrower into this AgreementAgreement and the other Loan Documents. The Company shall guarantee the Obligations of each Subsidiary Borrower on terms and conditions reasonably acceptable to the Administrative Agent.

Subsidiary Borrowers. The Company may at any time or from time to time, with the consent of the Administrative Agent Agent, add as a party to this Agreement any Subsidiary to be a Subsidiary Borrower hereunder by the execution and delivery to the Administrative Agent and the Lenders of (a) a duly completed Assumption Letter by such Subsidiary, with the written consent of the Company Borrowers at the foot thereof, (b) such guaranty and subordinated intercompany indebtedness documents and, if applicable, security documents as may be reasonably required by the Administrative Agent and such other opinions, agreements, documents, certificates or other items as may be required by Section 5.24.3, such documents with respect to any additional Subsidiaries to be substantially similar in form and substance to the Loan Documents executed on or about the Closing Date date hereof by the Subsidiaries parties hereto as of the Closing Date. Upon such execution, delivery and consent such Subsidiary shall for all purposes be a party hereto as a Subsidiary Borrower as fully as if it had executed and delivered this Agreement. So long as the principal of and interest on any Advances Credit Extensions made to any Subsidiary Borrower under this Agreement shall have been repaid or paid in full, all Letters of Credit Facility LCs issued for the account of such Subsidiary Borrower have expired or been returned and terminated and all other obligations of such Subsidiary Borrower under this Agreement shall have been fully performed, the Company may, by not less than five (5) Business Days' prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), terminate such Subsidiary Borrower's status as a "Subsidiary Borrower". The Administrative Agent shall give the Lenders written notice of the addition of any Subsidiary Borrowers to this Agreement.

Subsidiary Borrowers. (a) The Company may at any time or from time to time, with upon not less than 10 Business Days’ notice from the consent of the Administrative Agent add as a party to this Agreement any Subsidiary to be a Subsidiary Borrower hereunder by the execution and delivery Company to the Administrative Agent and the Lenders of (a) a duly completed Assumption Letter by or such Subsidiary, with the written consent of the Company at the foot thereof, (b) such guaranty and subordinated intercompany indebtedness documents shorter period as may be reasonably required agreed by the Administrative Agent and such other opinionsin its sole discretion), documents, certificates designate any one or other items as may be required by Section 5.2, such documents with respect to any additional more Domestic Subsidiaries to be substantially similar in form and substance to the Loan Documents executed on or about the Closing Date by the Subsidiaries parties hereto as of the Closing Date. Upon such execution, delivery and consent such Subsidiary shall for all purposes be a party hereto Company (an “Applicant Borrower”) as a Subsidiary Borrower as fully as if it had executed and delivered this Agreement. So long as the principal of and interest on any Advances made to any Subsidiary Borrower under this Agreement shall have been repaid or paid in full, all Letters of Credit issued for the account of such Subsidiary Borrower have expired or been returned and terminated and all other obligations of such Subsidiary Borrower under this Agreement shall have been fully performed, the Company may, receive Loans hereunder by not less than five (5) Business Days' prior notice delivering to the Administrative Agent (which shall promptly notify deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit I (a “Borrower Designation 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 thereofshall have received such supporting resolutions, constitutional documents, incumbency certificates, opinions of counsel, Security Documents, valuations and other documents, instruments or information (including any “know-your-customer” information requested by the Administrative Agent, 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 sole discretion, and Notes signed by such new Borrowers to the extent any Lenders so require. If the Administrative Agent agrees that an Applicant Borrower shall have satisfied all of the requirements of this Section 2.14 and, therefore, be entitled to receive Loans hereunder, then promptly following receipt of all such requested resolutions, incumbency certificates, Security Documents, opinions of counsel and other documents, instruments or information, the Administrative Agent shall send a notice in substantially the form of Exhibit H (a “Borrower Designation Notice”) to the Company and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Borrower, whereupon each of the Lenders agrees to permit such Applicant Borrower to become a Borrower and to receive Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Applicant Borrower otherwise shall be a Borrower for all purposes of this Agreement; provided that no Notice of Borrowing may be submitted by or on behalf of such Applicant Borrower until the date three Business Days after such effective date. (b) The Company may from time to time, upon not less than 10 Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), terminate such Subsidiary Borrower's any Domestic Subsidiary’s status as a "Borrower; provided that there are no outstanding Loans payable by such Borrower or other amounts payable by such Borrower on account of any Credit Extensions made to it, as of the effective date of such termination (unless such Loans and other Obligations have been assumed by another Borrower). Following the termination of any Subsidiary’s status as a Borrower hereunder, such Subsidiary Borrower"shall, subject to the terms of Section 9.16, remain a Subsidiary Guarantor and shall remain subject to the terms of this Agreement. The Administrative Agent shall give will promptly notify the Lenders written notice of the addition of any such termination of a Subsidiary Borrowers to this AgreementBorrower’s status.

Subsidiary Borrowers. The Company may at any time or from time to time, with the consent of the Administrative Agent add as a party to this Agreement any Wholly-Owned Subsidiary to be a "Subsidiary Borrower Borrower" hereunder by the execution and delivery to the Administrative Agent and the Lenders of (a) a duly completed Assumption Letter by such Subsidiary, with the written consent of the Company at the foot thereof, thereof and (b) such other guaranty and subordinated intercompany indebtedness documents as may be reasonably required by the Administrative Agent and such other opinions, documents, certificates or other items as may be required by Section 5.2Agent, such documents with respect to any additional Subsidiaries to be substantially similar in form and substance to the Loan Documents executed on or about the Closing Date date hereof by the Subsidiaries parties hereto as of the Closing Date. Upon such execution, delivery and consent such Subsidiary shall for all purposes be a party hereto as a Subsidiary Borrower as fully as if it had executed and delivered this Agreement. So long as the principal of and interest on any Advances made to any Subsidiary Borrower under this Agreement shall have been repaid or paid in full, all Letters of Credit issued for the account of such Subsidiary Borrower have expired or been returned and terminated full and all other obligations of such Subsidiary Borrower under this Agreement shall have been fully performed, the Company may, by not less than five (5) Business Days' prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), terminate such Subsidiary Borrower's status as a "Subsidiary Borrower". The Administrative Agent shall give the Lenders written notice of the addition of any Subsidiary Borrowers to this Agreement.

Subsidiary Borrowers. The Company On or after the Effective Date, the Borrower may at designate any time or from time to time, with the consent of the Administrative Agent add Wholly Owned Subsidiary as a party to this Agreement any Subsidiary to be a Subsidiary Borrower hereunder by the execution and delivery to the Administrative Agent of a Subsidiary Borrower Agreement executed by such Subsidiary and the Lenders of Borrower, and upon (a) a duly completed Assumption Letter by such Subsidiary, with the written consent of the Company at the foot thereofdelivery, (b) such guaranty and subordinated intercompany indebtedness documents as may be reasonably required approval by the Administrative Agent and such other opinions(c) if required, documents, certificates or other items as may be required by Section 5.2, such documents with respect to any additional Subsidiaries to be substantially similar in form and substance to the Loan Documents executed on or about the Closing Date approval by the Subsidiaries parties hereto as of the Closing Date. Upon such executionapplicable Fronting Bank, delivery and consent such Subsidiary shall for all purposes of this Agreement be a party hereto as a Subsidiary Borrower as fully as if it had and a party to this Agreement until the Borrower shall have executed and delivered to the Administrative Agent a Subsidiary Borrower Termination with respect to such Subsidiary, whereupon such Subsidiary shall cease to be a Subsidiary Borrower and a party to this Agreement. So long The Borrower shall be required to promptly deliver a Subsidiary Borrower Termination with respect to any Subsidiary that ceases to be a Wholly Owned Subsidiary. Notwithstanding the foregoing, no Subsidiary Borrower Termination will become effective as the principal of and interest on any Advances made to any Subsidiary Borrower under this Agreement shall have been repaid at a time when any principal of or paid in full, all Letters of Credit issued for the account of interest on any Loan to such Subsidiary Borrower have expired shall be outstanding hereunder or been returned and terminated and all other obligations of such Subsidiary Borrower shall be an account party under this Agreement an outstanding Letter of Credit or there shall have been fully performed, be any unreimbursed L/C Disbursements in respect of any Letter of Credit under which such Subsidiary Borrower was the Company may, by not less than five (5) Business Days' prior notice account party; PROVIDED that such Subsidiary Borrower Termination shall be effective to the Administrative Agent (which shall promptly notify the Lenders thereof), terminate such Subsidiary Borrower's status right to make further Borrowings or request Letters of Credit under this Agreement. As soon as practicable upon receipt of a "Subsidiary Borrower". The Borrower Agreement, the Administrative Agent shall give the Lenders written notice of the addition of any Subsidiary Borrowers send a copy thereof to this Agreementeach Lender.

Subsidiary Borrowers. The Company may at any time or from time to time, with the consent of the Administrative Agent add as a party to this Agreement any Wholly-Owned Subsidiary to be a Subsidiary Borrower hereunder by the execution and delivery to the Administrative Agent and the Lenders of (a) a duly completed Assumption Letter by such Subsidiary, with the written consent of the Company Borrowers at the foot thereof, (b) such guaranty and subordinated intercompany indebtedness documents and, if applicable, security documents as may be reasonably required by the Administrative Agent and such other opinions, agreements, documents, certificates or other items as may be required by Section 5.24.3, such documents with respect to any additional Subsidiaries to be substantially similar in form and substance to the Loan Documents executed on or about the Closing Date date hereof by the Subsidiaries parties hereto as of the Closing Effective Date. No Foreign Subsidiary may be a Subsidiary Borrower. Upon such execution, delivery and consent such Subsidiary shall for all purposes be a party hereto as a Subsidiary Borrower as fully as if it had executed and delivered this Agreement. So long as the principal of and interest on any Advances Credit Extensions made to any Subsidiary Borrower under this Agreement shall have been repaid or paid in full, all Letters of Credit issued for the account of such Subsidiary Borrower have expired or been returned and terminated full and all other obligations Obligations (other than contingent indemnity obligations) of such Subsidiary Borrower under this Agreement shall have been fully performed, the Company may, by not less than five (5) Business Days' ’ prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), terminate such Subsidiary Borrower's ’s status as a "“Subsidiary Borrower"” or “Borrower,” and such Subsidiary Borrower shall be released from any future liability (other than contingent indemnity obligations) as a “Subsidiary Borrower” or “Borrower” hereunder or under the other Loan Documents. The Administrative Agent shall give the Lenders written notice of the addition of any Subsidiary Borrowers to this Agreement.

Subsidiary Borrowers. The Company may at any time or from time to time, with the consent of the Administrative Agent add as a party to this Agreement any Subsidiary to be a Subsidiary Borrower hereunder by the execution and delivery to the Administrative Agent and the Lenders of (a) a duly completed Assumption Letter by such Subsidiary, with With the written consent of the Company at the foot thereofAdministrative Agent, (b) such guaranty and subordinated intercompany indebtedness documents as which may be reasonably required by granted or withheld in its sole discretion, in addition to Gatton, one or more Subsidiaries of the Administrative Agent and such other opinions, documents, certificates Domestic Borrower of which the Domestic Borrower directly or indirectly owns securities or other items as may be required by Section 5.2, such documents with respect to any additional Subsidiaries to be substantially similar in form and substance to the Loan Documents executed on or about the Closing Date by the Subsidiaries parties hereto as ownership interests representing more than 75% of the Closing Date. Upon such executionequity and more than 75% of the ordinary voting power may become a borrower (each, delivery and consent such Subsidiary shall for all purposes be a party hereto as a Subsidiary Borrower as fully as if it had executed and delivered this Agreement. So long as the principal of and interest on any Advances made to any Subsidiary Borrower under this Agreement shall have been repaid or paid in full, all Letters of Credit issued for the account of such Subsidiary Borrower have expired or been returned and terminated and all other obligations of such Subsidiary Borrower under this Agreement shall have been fully performed, the Company may, by not less than five (5) Business Days' prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), terminate such Subsidiary Borrower's status as a "Subsidiary Borrower") under this Agreement, and shall thereafter be, subject to the terms and conditions set forth herein, entitled to borrow Revolving Loans. The As a condition to becoming a Subsidiary Borrower, such Subsidiary (i) shall execute and deliver to the Administrative Agent an instrument substantially in the form of Exhibit 2.20 hereto, and (ii) shall give execute and/or deliver such other certificates, instruments, resolutions, documents and opinions in respect of such Subsidiary as were required to be delivered pursuant to Article IV hereof by the Lenders written notice Domestic Borrower as a condition to effectiveness of this Agreement, or as the Administrative Agent may otherwise require in its sole discretion. In addition, it shall be a further condition to becoming a Subsidiary Borrower that each such Subsidiary which is organized under the laws of the addition United States or any State or other political subdivision thereof, shall simultaneously with becoming a Subsidiary Borrower also become a Guarantor with respect to the Indebtedness of any Subsidiary all other Borrowers by joining in the Guaranty of Payment, and providing all other documents in connection with such joinder, as would be required of a new Guarantor pursuant to this AgreementSection 5.10.