Common use of Subsidiary Borrowers Clause in Contracts

Subsidiary Borrowers. (a) After the Effective Date, the Company may at any time and from time to time (i) designate any Wholly Owned Subsidiary of the Company as a Subsidiary Borrower by delivering an Election to Participate to the Administrative Agent, and (ii) cause any Subsidiary to cease being a Subsidiary Borrower by delivering an Election to Terminate to the Administrative Agent. Each such Election to Participate and Election to Terminate shall be duly executed on behalf of such Subsidiary and the Company in such number of copies as the Administrative Agent may request. If at any time a Subsidiary theretofore designated as a Subsidiary Borrower is no longer a Wholly Owned Subsidiary of the Company, the Company shall cause to be delivered to the Administrative Agent an Election to Terminate terminating the status of such Subsidiary as a Subsidiary Borrower. The delivery of an Election to Terminate shall not affect any obligation of a Subsidiary Borrower theretofore incurred or the Company’s guaranty thereof pursuant to Article 10. The Administrative Agent shall promptly give notice to the Lenders of the receipt of any Election to Participate or Election to Terminate. (b) Notwithstanding the foregoing, with respect to any Wholly Owned Subsidiary of the Company not organized under the laws of the United States or any State thereof (an “Eligible Foreign Subsidiary”) that the Company elects to designate as a Subsidiary Borrower after the Effective Date, no Lender shall be required to make Loans to such Wholly Owned Subsidiary of the Company in the event that the making of such Loans would reasonably be expected to either (x) breach or violate any internal policy (other than with respect to Eligible Foreign Subsidiaries formed under the laws of any nation that is a member of the Organization for Economic Cooperation and Development as of the date hereof), law or regulation to which such Lender is, or would be upon the making of such Loan, subject or (y) result in materially adverse tax consequences to such Lender (any such Lender, a “Protesting Lender”); provided that, in the event described in clause (x) immediately above, any Lender which is relying solely on such internal policies as the basis for not making Loans, may do so only if such internal policies are being applied by such Lender to all similarly situated borrowers seeking loans or other extensions of credit from or with respect to doing business in such jurisdiction. (c) As soon as practicable (but in any event not more than five Business Days) after receipt of notice from the Company or the Administrative Agent of the Company’s intent to designate an Eligible Foreign Subsidiary, any Protesting Lender shall notify the Company and the Administrative Agent in writing of its inability or unwillingness (to the extent permitted by Section 2.22(b)) to extend credit to such Eligible Foreign Subsidiary. With respect to each Protesting Lender, the Company shall, effective on or before the date that such Eligible Foreign Subsidiary shall have the right to borrow under this Agreement, (i) replace such Protesting Lender with Lenders willing (in their sole discretion) to increase their existing Commitments, or other financial institutions willing (in their sole discretion) to become Lenders and extend new Commitments, on terms consistent with Section 8.06(a), (ii) notify the Administrative Agent and such Protesting Lender that the Commitments of such Protesting Lender shall be terminated on terms consistent with Section 8.06(b); provided that 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 repaid by the Borrowers or (iii) cancel its request to designate such Eligible Foreign Subsidiary as a “Subsidiary Borrower.”

Subsidiary Borrowers. (a) After the Effective DateThe Company may, the Company may at any time and or from time to time (i) time, designate any Wholly Wholly-Owned Subsidiary of the Company as a Subsidiary Borrower by delivering an Election to Participate to the Administrative Agent, and (ii) cause any Subsidiary to cease being a Subsidiary Borrower by delivering an Election to Terminate to the Administrative Agent. Each such Election to Participate and Election to Terminate shall be duly executed on behalf of such Subsidiary and the Company in such number of copies as the Administrative Agent may request. If at any time a Subsidiary theretofore designated as a Subsidiary Borrower is no longer a Wholly Owned Subsidiary of the Company, the Company shall cause to be delivered to the Administrative Agent an Election to Terminate terminating the status of such Subsidiary as a Subsidiary Borrower. The delivery of an Election to Terminate shall not affect any obligation of a Subsidiary Borrower theretofore incurred or the Company’s guaranty thereof pursuant to Article 10. The Administrative Agent shall promptly give notice to the Lenders of the receipt of any Election to Participate or Election to Terminate. (b) Notwithstanding the foregoing, with respect to any Wholly Owned Subsidiary of the Company not organized under the laws of the United States or any State thereof (an “Eligible Foreign Subsidiary”) that the Company elects to designate as a Subsidiary Borrower after the Effective Date, no Lender shall be required to make Loans to such Wholly Owned Subsidiary of the Company in the event that the making of such Loans would reasonably be expected to either (x) breach or violate any internal policy (other than with respect to Eligible Foreign Subsidiaries formed under the laws of any nation that is a member of the Organization for Economic Cooperation and Development as of the date hereof), law or regulation to which such Lender is, or would be upon the making of such Loan, subject or (y) result in materially adverse tax consequences to such Lender (any such Lender, a “Protesting Lender”); provided that, in the event described in clause (x) immediately above, any Lender which is relying solely on such internal policies as the basis for not making Loans, may do so only if such internal policies are being applied by such Lender to all similarly situated borrowers seeking loans or other extensions of credit from or with respect to doing business in such jurisdiction. (c) As soon as practicable (but in any event not more than five Business Days) after receipt of notice from the Company or the Administrative Agent of the Company’s intent to designate an Eligible Foreign Subsidiary, any Protesting Lender shall notify the Company and the Administrative Agent in writing of its inability or unwillingness (to the extent permitted by Section 2.22(b)) to extend credit to such Eligible Foreign Subsidiary. With respect to each Protesting Lender, the Company shall, effective on or before the date that such Eligible Foreign Subsidiary shall have the right to borrow under this Agreement, (i) replace such Protesting Lender with Lenders willing (in their sole discretion) to increase their existing Commitments, or other financial institutions willing (in their sole discretion) to become Lenders and extend new Commitments, on terms consistent with Section 8.06(a), (ii) notify the Administrative Agent and such Protesting Lender that the Commitments of such Protesting Lender shall be terminated on terms consistent with Section 8.06(b); provided that 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 repaid by the Borrowers or (iii) cancel its request to designate such Eligible Foreign Subsidiary as a “Subsidiary Borrower” hereunder by furnishing to the Administrative Agent a Designation Letter in duplicate, duly completed and executed by the Company and such Wholly-Owned Subsidiary, together with the items described in Section 4.01(e) and (f) 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 (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. The Administrative Agent shall promptly notify each Lender of any such designation by the Company and the Company shall promptly furnish any related “know your customer” information requested by any Lender. Upon such designation and the approval of the Administrative Agent and each Lender thereof (which approval each Lender shall use commercially reasonable efforts to grant within ten (10) Business Days unless such Lender has in good faith determined that there exists a practical or legal impediment to its performance as a Lender with respect to such Foreign Subsidiary (or that it would incur any incremental expense as a result of such designation for which it would not be entitled to be compensated hereunder)), such designated Foreign Subsidiary shall become a Subsidiary Borrower hereunder (with the related rights and 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.” (b) So long as all Loans made to any Subsidiary Borrower and any related obligations have been paid in full, the Company may terminate the status of such Subsidiary Borrower as a Subsidiary Borrower hereunder by furnishing to the Administrative Agent a Termination Letter in duplicate, duly completed and executed by the Company and such Subsidiary. Any Termination Letter furnished hereunder shall be effective upon receipt by the Administrative Agent, which shall promptly notify the 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 Company under the Parent Guaranty or any Subsidiary Guarantor under the Subsidiary Guaranty with respect to any such unpaid obligations.

Subsidiary Borrowers. (a) After the Effective DateSo long as no Default or Unmatured Default has occurred and is continuing, the Company may at any time and or from time to time (i) designate time, add as a party to this Agreement any Wholly Wholly-Owned Subsidiary of the Company 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 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 4.3, and (c) in the case of a Foreign Subsidiary which is a Wholly-Owned Subsidiary, receipt of evidence satisfactory to the Administrative Agent that such Subsidiary would not, in its capacity as a Subsidiary Borrower hereunder, be required by delivering an Election law to Participate withhold or deduct any Taxes from or in respect of any sum payable hereunder by such Subsidiary to the Administrative AgentAgent 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 Subsidiary’s status as a Subsidiary Borrower, such documents with respect to any additional Subsidiaries to be substantially similar in form and (ii) cause any substance to the Loan Documents executed on or about the date hereof by the Subsidiaries parties hereto as of the Closing Date. No Foreign Subsidiary to cease being may be a Subsidiary Borrower by delivering an Election to Terminate to without the Administrative Agent. Each such Election to Participate and Election to Terminate shall be duly executed on behalf consent of such Subsidiary and the Company in such number of copies as the Administrative Agent may requestand each of the Lenders. If at any time Upon such execution, delivery and consent such Subsidiary shall for all purposes be a Subsidiary theretofore designated party hereto as a Subsidiary Borrower is no longer a Wholly Owned as fully as if it had executed and delivered this Agreement. So long as the principal of and interest on any Credit Extensions made to any Subsidiary Borrower under this Agreement shall have been repaid or paid in full, all Facility LCs issued for the account of the Companysuch Subsidiary Borrower have expired or been returned and terminated and all other Obligations (other than contingent indemnity obligations) of such Subsidiary Borrower under this Agreement shall have been fully performed, the Company shall cause to be delivered may, by not less than five (5) Business Days’ prior notice to the Administrative Agent an Election to Terminate terminating (which shall promptly notify the status of Lenders thereof), terminate such Subsidiary Borrower’s status as a “Subsidiary Borrower. The delivery of an Election to Terminate shall not affect any obligation of a ” or “Borrower,” and such Subsidiary Borrower theretofore incurred shall be released from any future liability (other than contingent indemnity obligations) as a “Subsidiary Borrower” or “Borrower” hereunder or under the Company’s guaranty thereof pursuant to Article 10other Loan Documents. The Administrative Agent shall promptly give notice to the Lenders written of the receipt addition of any Election Subsidiary Borrowers to Participate or Election to Terminate. (b) Notwithstanding the foregoing, with respect to any Wholly Owned Subsidiary of the Company not organized under the laws of the United States or any State thereof (an “Eligible Foreign Subsidiary”) that the Company elects to designate as a Subsidiary Borrower after the Effective Date, no Lender shall be required to make Loans to such Wholly Owned Subsidiary of the Company in the event that the making of such Loans would reasonably be expected to either (x) breach or violate any internal policy (other than with respect to Eligible Foreign Subsidiaries formed under the laws of any nation that is a member of the Organization for Economic Cooperation and Development as of the date hereof), law or regulation to which such Lender is, or would be upon the making of such Loan, subject or (y) result in materially adverse tax consequences to such Lender (any such Lender, a “Protesting Lender”); provided that, in the event described in clause (x) immediately above, any Lender which is relying solely on such internal policies as the basis for not making Loans, may do so only if such internal policies are being applied by such Lender to all similarly situated borrowers seeking loans or other extensions of credit from or with respect to doing business in such jurisdiction. (c) As soon as practicable (but in any event not more than five Business Days) after receipt of notice from the Company or the Administrative Agent of the Company’s intent to designate an Eligible Foreign Subsidiary, any Protesting Lender shall notify the Company and the Administrative Agent in writing of its inability or unwillingness (to the extent permitted by Section 2.22(b)) to extend credit to such Eligible Foreign Subsidiary. With respect to each Protesting Lender, the Company shall, effective on or before the date that such Eligible Foreign Subsidiary shall have the right to borrow under this Agreement, (i) replace such Protesting Lender with Lenders willing (in their sole discretion) to increase their existing Commitments, or other financial institutions willing (in their sole discretion) to become Lenders and extend new Commitments, on terms consistent with Section 8.06(a), (ii) notify the Administrative Agent and such Protesting Lender that the Commitments of such Protesting Lender shall be terminated on terms consistent with Section 8.06(b); provided that 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 repaid by the Borrowers or (iii) cancel its request to designate such Eligible Foreign Subsidiary as a “Subsidiary Borrower.”

Subsidiary Borrowers. (a) After the Effective DateThe Borrower may, the Company may at any time and or from time to time time, designate one or more Wholly-Owned Foreign Subsidiaries of the Borrower as a “Subsidiary Borrower” hereunder by furnishing to the Administrative Agent and the Lenders at least five Business Days before such designation is to take effect a Designation Letter in duplicate, duly completed and executed by the Borrower and such Wholly-Owned Foreign Subsidiary, together with (i) designate any Wholly Owned Subsidiary the items described in paragraphs (c) and (d) of the Company as a Section 4.01 relating to such Subsidiary Borrower by delivering an Election to Participate in form and substance satisfactory to the Administrative Agent, and (ii) cause any Subsidiary to cease being a Subsidiary Borrower by delivering an Election to Terminate to the Administrative Agent. Each such Election to Participate security agreements and Election to Terminate shall be duly executed on behalf of such Subsidiary and the Company in such number of copies 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 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 documents and information (including information relating to “know your customer” rules and regulations) as the Administrative Agent shall reasonably request. If at Upon any time such designation of a Wholly-Owned Foreign Subsidiary theretofore designated as and the consent of each of the Lenders with a Revolving Commitment, which will not be unreasonably withheld, such Subsidiary shall be a Subsidiary Borrower is no longer a Wholly Owned hereunder (with the related rights and obligations) and shall be entitled to request Revolving Loans. (b) So long as all Loans made to any Subsidiary of the CompanyBorrower and any related obligations have been paid in full, the Company shall cause to be delivered to the Administrative Agent an Election to Terminate terminating Borrower may terminate the status of such Subsidiary Borrower as a Subsidiary Borrower. The delivery of an Election Borrower hereunder by furnishing to Terminate shall not affect any obligation of a Subsidiary Borrower theretofore incurred or the Company’s guaranty thereof pursuant to Article 10. 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 give notice to notify the Lenders of the receipt of any Election to Participate or Election to Terminate. (b) Lenders. Notwithstanding the foregoing, the delivery of a Termination Letter with respect to any Wholly Owned 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 Company not organized Borrower under the laws of the United States or any State thereof (an “Eligible Foreign Subsidiary”) that the Company elects to designate as a Subsidiary Borrower after the Effective Date, no Lender shall be required to make Loans to such Wholly Owned Subsidiary of the Company in the event that the making of such Loans would reasonably be expected to either (x) breach or violate any internal policy (other than Parent Guaranty with respect to Eligible Foreign Subsidiaries formed under the laws of any nation that is a member of the Organization for Economic Cooperation and Development as of the date hereof), law or regulation to which such Lender is, or would be upon the making of such Loan, subject or (y) result in materially adverse tax consequences to such Lender (any such Lender, a “Protesting Lender”); provided that, in the event described in clause (x) immediately above, any Lender which is relying solely on such internal policies as the basis for not making Loans, may do so only if such internal policies are being applied by such Lender to all similarly situated borrowers seeking loans or other extensions of credit from or with respect to doing business in such jurisdictionunpaid obligations. (c) As soon The UK Borrower as practicable (but in any event not more than five Business Days) after receipt of notice from the Company or initial Subsidiary Borrower, hereby agrees to be bound by the Administrative Agent provisions of the Company’s intent to designate an Eligible Foreign Subsidiary, any Protesting Lender shall notify second sentence of the Company and third paragraph of the Administrative Agent in writing attached form of its inability or unwillingness (to Designation Letter as if the extent permitted by Section 2.22(b)) to extend credit to such Eligible Foreign Subsidiary. With respect to each Protesting Lender, the Company shall, effective on or before the date that such Eligible Foreign Subsidiary shall have the right to borrow under this Agreement, (i) replace such Protesting Lender with Lenders willing (in their sole discretion) to increase their existing Commitments, or other financial institutions willing (in their sole discretion) to become Lenders and extend new Commitments, on terms consistent with Section 8.06(a), (ii) notify the Administrative Agent and such Protesting Lender that the Commitments of such Protesting Lender shall be terminated on terms consistent with Section 8.06(b); provided that 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 repaid by the Borrowers or (iii) cancel its request to designate such Eligible Foreign Subsidiary as a “Subsidiary Borrowersame were fully set forth herein.”

Subsidiary Borrowers. (a) After the Effective DateSo long as no Default or Unmatured Default has occurred and is continuing, the Company may at any time and or from time to time (i) designate time, add as a party to this Agreement any Wholly Wholly-Owned Subsidiary of the Company 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 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 4.3 and (c) in the case of a Foreign Subsidiary which is a Wholly-Owned Subsidiary, receipt of evidence satisfactory to the Administrative Agent that such Subsidiary would not, in its capacity as a Subsidiary Borrower hereunder, be required by delivering an Election law to Participate withhold or deduct any Taxes from or in respect of any sum payable hereunder by such Subsidiary to the Administrative AgentAgent 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 Subsidiary’s status as a Subsidiary Borrower, such documents with respect to any additional Subsidiaries to be substantially similar in form and (ii) cause any substance to the Loan Documents executed on or about the date hereof by the Subsidiaries parties hereto as of the Closing Date. No Foreign Subsidiary to cease being may be a Subsidiary Borrower by delivering an Election to Terminate to without the Administrative Agent. Each such Election to Participate and Election to Terminate shall be duly executed on behalf consent of such Subsidiary and the Company in such number of copies as the Administrative Agent may requestand each of the Lenders. If at any time Upon such execution, delivery and consent such Subsidiary shall for all purposes be a Subsidiary theretofore designated party hereto as a Subsidiary Borrower is no longer a Wholly Owned as fully as if it had executed and delivered this Agreement. So long as the principal of and interest on any Credit Extensions made to any Subsidiary Borrower under this Agreement shall have been repaid or paid in full, all Facility LCs issued for the account of the Companysuch Subsidiary Borrower have expired or been returned and terminated and all other Obligations (other than contingent indemnity obligations) of such Subsidiary Borrower under this Agreement shall have been fully performed, the Company shall cause to be delivered may, by not less than five (5) Business Days’ prior notice to the Administrative Agent an Election to Terminate terminating (which shall promptly notify the status of Lenders thereof), terminate such Subsidiary Borrower’s status as a “Subsidiary Borrower. The delivery of an Election to Terminate shall not affect any obligation of a ” or “Borrower,” and such Subsidiary Borrower theretofore incurred shall be released from any future liability (other than contingent indemnity obligations) as a “Subsidiary Borrower” or “Borrower” hereunder or under the Company’s guaranty thereof pursuant to Article 10other Loan Documents. The Administrative Agent shall promptly give notice to the Lenders written of the receipt addition of any Election Subsidiary Borrowers to Participate or Election to Terminate. (b) Notwithstanding the foregoing, with respect to any Wholly Owned Subsidiary of the Company not organized under the laws of the United States or any State thereof (an “Eligible Foreign Subsidiary”) that the Company elects to designate as a Subsidiary Borrower after the Effective Date, no Lender shall be required to make Loans to such Wholly Owned Subsidiary of the Company in the event that the making of such Loans would reasonably be expected to either (x) breach or violate any internal policy (other than with respect to Eligible Foreign Subsidiaries formed under the laws of any nation that is a member of the Organization for Economic Cooperation and Development as of the date hereof), law or regulation to which such Lender is, or would be upon the making of such Loan, subject or (y) result in materially adverse tax consequences to such Lender (any such Lender, a “Protesting Lender”); provided that, in the event described in clause (x) immediately above, any Lender which is relying solely on such internal policies as the basis for not making Loans, may do so only if such internal policies are being applied by such Lender to all similarly situated borrowers seeking loans or other extensions of credit from or with respect to doing business in such jurisdiction. (c) As soon as practicable (but in any event not more than five Business Days) after receipt of notice from the Company or the Administrative Agent of the Company’s intent to designate an Eligible Foreign Subsidiary, any Protesting Lender shall notify the Company and the Administrative Agent in writing of its inability or unwillingness (to the extent permitted by Section 2.22(b)) to extend credit to such Eligible Foreign Subsidiary. With respect to each Protesting Lender, the Company shall, effective on or before the date that such Eligible Foreign Subsidiary shall have the right to borrow under this Agreement, (i) replace such Protesting Lender with Lenders willing (in their sole discretion) to increase their existing Commitments, or other financial institutions willing (in their sole discretion) to become Lenders and extend new Commitments, on terms consistent with Section 8.06(a), (ii) notify the Administrative Agent and such Protesting Lender that the Commitments of such Protesting Lender shall be terminated on terms consistent with Section 8.06(b); provided that 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 repaid by the Borrowers or (iii) cancel its request to designate such Eligible Foreign Subsidiary as a “Subsidiary Borrower.”

Subsidiary Borrowers. (a) After Subject to prior or concurrent satisfaction of the Effective Dateconditions precedent in this Section 2.19, the Company may at any time and from time to time (i) designate any Wholly Wholly-Owned Subsidiary of the Company as may become a party to this Agreement and a “Subsidiary Borrower by delivering an Election Borrower” hereunder on or after the Closing Date, entitled to Participate to the Administrative Agent, and (ii) cause any Subsidiary to cease being a Subsidiary Borrower by delivering an Election to Terminate to the Administrative Agent. Each such Election to Participate and Election to Terminate shall be duly executed on behalf of such Subsidiary and the Company in such number of copies as the Administrative Agent may request. If at any time a Subsidiary theretofore designated as a Subsidiary Borrower is no longer a Wholly Owned Subsidiary all of the Company, the Company shall cause rights and subject to be delivered to the Administrative Agent an Election to Terminate terminating the status of such Subsidiary as a Subsidiary Borrower. The delivery of an Election to Terminate shall not affect any obligation of a Subsidiary Borrower theretofore incurred or the Company’s guaranty thereof pursuant to Article 10. The Administrative Agent shall promptly give notice to the Lenders all of the receipt of any Election to Participate or Election to Terminateobligations incident thereto. (b) Notwithstanding The Company shall have provided to the foregoing, with respect Administrative Agent a written request that it desires to any Wholly add as a party to this Agreement a Wholly-Owned Subsidiary Subsidiary. Such written request shall include the name and address of the Company not organized under the laws proposed “Subsidiary Borrower”, its jurisdiction of the United States formation or any State thereof (an “Eligible Foreign Subsidiary”) that the Company elects to designate as organization, its principal place of business and a Subsidiary Borrower after the Effective Date, no Lender shall be required to make Loans to such Wholly Owned Subsidiary brief description of the Company in the event that the making of such Loans would reasonably be expected to either (x) breach or violate any internal policy (other than with respect to Eligible Foreign Subsidiaries formed under the laws of any nation that is a member of the Organization for Economic Cooperation and Development as of the date hereof), law or regulation to which such Lender is, or would be upon the making of such Loan, subject or (y) result in materially adverse tax consequences to such Lender (any such Lender, a “Protesting Lender”); provided that, in the event described in clause (x) immediately above, any Lender which is relying solely on such internal policies as the basis for not making Loans, may do so only if such internal policies are being applied by such Lender to all similarly situated borrowers seeking loans or other extensions of credit from or with respect to doing its significant business in such jurisdiction.activities. [[NYCORP:3493733v14:3138D: 11/19/2014--06:51 PM]] (c) As soon as practicable (but in any event not more than five Business Days) after receipt of notice from the Company To add a proposed Domestic Subsidiary or the Administrative Agent of the Company’s intent to designate an Eligible Foreign Subsidiary, any Protesting Lender shall notify the Company and the Administrative Agent in writing of its inability or unwillingness (to the extent permitted by Section 2.22(b)) to extend credit to such Eligible Foreign Subsidiary. With respect to each Protesting Lender, the Company shall, effective on or before the date that such Eligible Foreign Subsidiary shall have the right to borrow under this Agreement, (i) replace such Protesting Lender with Lenders willing (in their sole discretion) to increase their existing Commitments, or other financial institutions willing (in their sole discretion) to become Lenders and extend new Commitments, on terms consistent with Section 8.06(a), (ii) notify the Administrative Agent and such Protesting Lender that the Commitments of such Protesting Lender shall be terminated on terms consistent with Section 8.06(b); provided that 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 repaid by the Borrowers or (iii) cancel its request to designate such Eligible Foreign Subsidiary as a “Subsidiary Borrower”, the Company shall obtain the written consent of the 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 such Lender to make Loans under this Agreement to the proposed “Subsidiary Borrower,” (ii) such Lender cannot or has not determined that it is lawful to do so, (iii) the making of a Loan to the proposed “Subsidiary Borrower” might subject such Lender to adverse tax consequences, (iv) such 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 or (v) that such Lender is restricted by operational or administrative procedures or other applicable internal policies from extending credit under this Agreement to Persons in the jurisdiction in which such Subsidiary is located).” (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 equivalent governing body or Person) 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, duly executed and completed by the proposed Subsidiary Borrower and (ii) such other documents (and related closing documentation) as required by Section 5.02 or as otherwise may be reasonably required by the Administrative Agent, 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 such date. (f) The Administrative Agent shall have received an opinion of counsel to such Subsidiary Borrower, in form and substance reasonably satisfactory to the Administrative Agent. [[NYCORP:3493733v14:3138D: 11/19/2014--06:51 PM]] (g) The Administrative Agent and each Lender shall have received all Patriot Act Disclosures requested by them with respect to such Subsidiary Borrower. (h) So long as the principal of and interest on any Advances made to any Subsidiary Borrower under this Agreement shall have been 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 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” hereunder.

Subsidiary Borrowers. (a) After Subject to prior or concurrent satisfaction of the Effective Dateconditions precedent in this Section 2.21, the Company may at any time and from time to time (i) designate any Wholly Wholly-Owned Subsidiary of the Company as may become a party to this Agreement and a “Subsidiary Borrower by delivering an Election Borrower” hereunder on or after the Effective Date, entitled to Participate all of the rights and subject to all of the obligations incident thereto. (b) The Company shall have provided to the Administrative Agent, and Agent (iiwith sufficient copies for each Lender) cause any Subsidiary a written request that it desires to cease being a Subsidiary Borrower by delivering an Election to Terminate to the Administrative Agent. Each such Election to Participate and Election to Terminate shall be duly executed on behalf of such Subsidiary and the Company in such number of copies as the Administrative Agent may request. If at any time a Subsidiary theretofore designated add as a Subsidiary Borrower is no longer party to this Agreement a Wholly Wholly-Owned Subsidiary Subsidiary. Such written request shall include the name and address of the Companyproposed “Subsidiary Borrower”, its jurisdiction of formation or organization, its principal place of business and a brief description of its significant business activities. (c) If the proposed “Subsidiary Borrower” is a Domestic Subsidiary, the Company shall cause obtain the written consent of the Administrative Agent to add such Person. (d) If the proposed “Subsidiary Borrower” is a Foreign Subsidiary, the Company shall obtain the written consent of the 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 proposed “Subsidiary Borrower,” (ii) any Lender cannot or has not determined that it is lawful to do so, (iii) 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). (e) 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 an Election a good standing certificate from the relevant governmental regulatory institution of its jurisdiction of organization, if applicable in such jurisdiction, each such certificate to Terminate terminating be dated a date reasonably near (but prior to) the status of date such Subsidiary as Borrower becomes a Subsidiary Borrower. The delivery of an Election to Terminate shall not affect any obligation of a Subsidiary Borrower theretofore incurred or the Company’s guaranty thereof pursuant to Article 10. hereunder. (f) The Administrative Agent shall promptly give notice to have received (i) an original Assumption Letter with sufficient counterparts for each Lender, duly executed and completed by the Lenders of proposed Subsidiary Borrower and (ii) such other Guarantee and subordinated intercompany indebtedness documents (and related closing documentation) as required by Section 5.03 or as otherwise may be reasonably required by the receipt of any Election to Participate or Election to Terminate. (b) Notwithstanding the foregoingAdministrative Agent, such documents with respect to any Wholly Owned Subsidiary additional Subsidiaries to be substantially similar in form and substance to the Loan Documents executed on or about the Effective Date by or in respect of the Company not organized under Subsidiaries parties hereto as of such date. (g) The Administrative Agent shall have received an opinion of counsel to such Subsidiary Borrower, in form and substance satisfactory to the laws of the United States or any State thereof Administrative Agent. (an “Eligible Foreign Subsidiary”h) that the Company elects to designate as a Subsidiary Borrower after the Effective Date, no The Administrative Agent and each Lender shall be required to make Loans to such Wholly Owned Subsidiary of the Company in the event that the making of such Loans would reasonably be expected to either (x) breach or violate any internal policy (other than have received all Patriot Act Disclosures requested by them with respect to Eligible Foreign Subsidiaries formed under the laws of any nation that is a member of the Organization for Economic Cooperation and Development as of the date hereof), law or regulation to which such Lender is, or would be upon the making of such Loan, subject or (y) result in materially adverse tax consequences to such Lender (any such Lender, a “Protesting Lender”); provided that, in the event described in clause (x) immediately above, any Lender which is relying solely on such internal policies as the basis for not making Loans, may do so only if such internal policies are being applied by such Lender to all similarly situated borrowers seeking loans or other extensions of credit from or with respect to doing business in such jurisdictionSubsidiary Borrower. (ci) As soon So long as practicable (but the principal of and interest on any Advances made to any Subsidiary Borrower under this Agreement shall have been paid in any event 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 more less than five Business Days) after receipt of ’ prior notice from the Company or to the Administrative Agent of the Company’s intent to designate an Eligible Foreign Subsidiary, any Protesting Lender (which shall promptly notify the Company and the Administrative Agent in writing of its inability or unwillingness (to the extent permitted by Section 2.22(b)) to extend credit to such Eligible Foreign Subsidiary. With respect to each Protesting Lender, the Company shall, effective on or before the date that such Eligible Foreign Subsidiary shall have the right to borrow under this Agreement, (i) replace such Protesting Lender with Lenders willing (in their sole discretion) to increase their existing Commitments, or other financial institutions willing (in their sole discretion) to become Lenders and extend new Commitments, on terms consistent with Section 8.06(athereof), (ii) notify the Administrative Agent and terminate such Protesting Lender that the Commitments of such Protesting Lender shall be terminated on terms consistent with Section 8.06(b); provided that 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 repaid by the Borrowers or (iii) cancel its request to designate such Eligible Foreign Subsidiary Borrower’s status as a “Subsidiary Borrower” hereunder.”

Subsidiary Borrowers. (a) After Subject to prior or concurrent satisfaction of the Effective Dateconditions precedent in this Section 2.19, the Company may at any time and from time to time (i) designate any Wholly Wholly-Owned Subsidiary of the Company as may become a party to this Agreement and a “Subsidiary Borrower by delivering an Election Borrower” hereunder on or after the Closing Date, entitled to Participate to the Administrative Agent, and (ii) cause any Subsidiary to cease being a Subsidiary Borrower by delivering an Election to Terminate to the Administrative Agent. Each such Election to Participate and Election to Terminate shall be duly executed on behalf of such Subsidiary and the Company in such number of copies as the Administrative Agent may request. If at any time a Subsidiary theretofore designated as a Subsidiary Borrower is no longer a Wholly Owned Subsidiary all of the Company, the Company shall cause rights and subject to be delivered to the Administrative Agent an Election to Terminate terminating the status of such Subsidiary as a Subsidiary Borrower. The delivery of an Election to Terminate shall not affect any obligation of a Subsidiary Borrower theretofore incurred or the Company’s guaranty thereof pursuant to Article 10. The Administrative Agent shall promptly give notice to the Lenders all of the receipt of any Election to Participate or Election to Terminateobligations incident thereto. (b) Notwithstanding The Company shall have provided to the foregoing, with respect Administrative Agent a written request that it desires to any Wholly add as a party to this Agreement a Wholly-Owned Subsidiary Subsidiary. Such written request shall include the name and address of the Company not organized under the laws proposed “Subsidiary Borrower”, its jurisdiction of the United States formation or any State thereof (an “Eligible Foreign Subsidiary”) that the Company elects to designate as organization, its principal place of business and a Subsidiary Borrower after the Effective Date, no Lender shall be required to make Loans to such Wholly Owned Subsidiary brief description of the Company in the event that the making of such Loans would reasonably be expected to either (x) breach or violate any internal policy (other than with respect to Eligible Foreign Subsidiaries formed under the laws of any nation that is a member of the Organization for Economic Cooperation and Development as of the date hereof), law or regulation to which such Lender is, or would be upon the making of such Loan, subject or (y) result in materially adverse tax consequences to such Lender (any such Lender, a “Protesting Lender”); provided that, in the event described in clause (x) immediately above, any Lender which is relying solely on such internal policies as the basis for not making Loans, may do so only if such internal policies are being applied by such Lender to all similarly situated borrowers seeking loans or other extensions of credit from or with respect to doing its significant business in such jurisdictionactivities. (c) As soon as practicable (but in any event not more than five Business Days) after receipt of notice from the Company To add a proposed Domestic Subsidiary or the Administrative Agent of the Company’s intent to designate an Eligible Foreign Subsidiary, any Protesting Lender shall notify the Company and the Administrative Agent in writing of its inability or unwillingness (to the extent permitted by Section 2.22(b)) to extend credit to such Eligible Foreign Subsidiary. With respect to each Protesting Lender, the Company shall, effective on or before the date that such Eligible Foreign Subsidiary shall have the right to borrow under this Agreement, (i) replace such Protesting Lender with Lenders willing (in their sole discretion) to increase their existing Commitments, or other financial institutions willing (in their sole discretion) to become Lenders and extend new Commitments, on terms consistent with Section 8.06(a), (ii) notify the Administrative Agent and such Protesting Lender that the Commitments of such Protesting Lender shall be terminated on terms consistent with Section 8.06(b); provided that 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 repaid by the Borrowers or (iii) cancel its request to designate such Eligible Foreign Subsidiary as a “Subsidiary Borrower”, the Company shall obtain the written consent of the 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 such Lender to make Loans under this Agreement to the proposed “Subsidiary Borrower,” (ii) such Lender cannot or has not determined that it is lawful to do so, (iii) the making of a Loan to the proposed “Subsidiary Borrower” might subject such Lender to adverse tax consequences, (iv) such 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 or (v) that such Lender is restricted by operational or administrative procedures or other applicable internal policies from extending credit under this Agreement to Persons in the jurisdiction in which such Subsidiary is located).” (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 equivalent governing body or Person) 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, duly executed and completed by the proposed Subsidiary Borrower and (ii) such other documents (and related closing documentation) as required by Section 5.02 or as otherwise may be reasonably required by the Administrative Agent, 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 such date. (f) The Administrative Agent shall have received an opinion of counsel to such Subsidiary Borrower, in form and substance reasonably satisfactory to the Administrative Agent. (g) The Administrative Agent and each Lender shall have received all Patriot Act Disclosures requested by them with respect to such Subsidiary Borrower. (h) So long as the principal of and interest on any Advances made to any Subsidiary Borrower under this Agreement shall have been 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 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” hereunder.

Subsidiary Borrowers. (a) After the Effective DateSo long as no Default or Unmatured Default has occurred and is continuing, the Company may at any time and or from time to time (i) designate time, add as a party to this Agreement any Wholly Wholly-Owned Subsidiary of the Company 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 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 4.3, and (c) in the case of a Foreign Subsidiary which is a Wholly-Owned Subsidiary, receipt of evidence satisfactory to the Administrative Agent that such Subsidiary would not, in its capacity as a Subsidiary Borrower hereunder, be required by delivering an Election law to Participate withhold or deduct any Taxes from or in respect of any sum payable hereunder by such Subsidiary to the Administrative AgentAgent 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 Subsidiary's status as a Subsidiary Borrower, such documents with respect to any additional Subsidiaries to be substantially similar in form and (ii) cause any substance to the Loan Documents executed on or about the date hereof by the Subsidiaries parties hereto as of the Closing Date. No Foreign Subsidiary to cease being may be a Subsidiary Borrower by delivering an Election to Terminate to without the Administrative Agent. Each such Election to Participate and Election to Terminate shall be duly executed on behalf consent of such Subsidiary and the Company in such number of copies as the Administrative Agent may requestand each of the Lenders. If at any time Upon such execution, delivery and consent such Subsidiary shall for all purposes be a Subsidiary theretofore designated party hereto as a Subsidiary Borrower is no longer a Wholly Owned as fully as if it had executed and delivered this Agreement. So long as the principal of and interest on any Credit Extensions made to any Subsidiary Borrower under this Agreement shall have been repaid or paid in full, all Facility LCs issued for the account of the Companysuch Subsidiary Borrower have expired or been returned and terminated and all other Obligations (other than contingent indemnity obligations) of such Subsidiary Borrower under this Agreement shall have been fully performed, the Company shall cause to be delivered may, by not less than five (5) Business Days' prior notice to the Administrative Agent an Election to Terminate terminating (which shall promptly notify the status of Lenders thereof), terminate such Subsidiary Borrower's status as a “Subsidiary Borrower. The delivery of an Election to Terminate shall not affect any obligation of a ” or “Borrower,” and such Subsidiary Borrower theretofore incurred shall be released from any future liability (other than contingent indemnity obligations) as a “Subsidiary Borrower” or “Borrower” hereunder or under the Company’s guaranty thereof pursuant to Article 10other Loan Documents. The Administrative Agent shall promptly give notice to the Lenders written of the receipt addition of any Election Subsidiary Borrowers to Participate or Election to Terminate. (b) Notwithstanding the foregoing, with respect to any Wholly Owned Subsidiary of the Company not organized under the laws of the United States or any State thereof (an “Eligible Foreign Subsidiary”) that the Company elects to designate as a Subsidiary Borrower after the Effective Date, no Lender shall be required to make Loans to such Wholly Owned Subsidiary of the Company in the event that the making of such Loans would reasonably be expected to either (x) breach or violate any internal policy (other than with respect to Eligible Foreign Subsidiaries formed under the laws of any nation that is a member of the Organization for Economic Cooperation and Development as of the date hereof), law or regulation to which such Lender is, or would be upon the making of such Loan, subject or (y) result in materially adverse tax consequences to such Lender (any such Lender, a “Protesting Lender”); provided that, in the event described in clause (x) immediately above, any Lender which is relying solely on such internal policies as the basis for not making Loans, may do so only if such internal policies are being applied by such Lender to all similarly situated borrowers seeking loans or other extensions of credit from or with respect to doing business in such jurisdiction. (c) As soon as practicable (but in any event not more than five Business Days) after receipt of notice from the Company or the Administrative Agent of the Company’s intent to designate an Eligible Foreign Subsidiary, any Protesting Lender shall notify the Company and the Administrative Agent in writing of its inability or unwillingness (to the extent permitted by Section 2.22(b)) to extend credit to such Eligible Foreign Subsidiary. With respect to each Protesting Lender, the Company shall, effective on or before the date that such Eligible Foreign Subsidiary shall have the right to borrow under this Agreement, (i) replace such Protesting Lender with Lenders willing (in their sole discretion) to increase their existing Commitments, or other financial institutions willing (in their sole discretion) to become Lenders and extend new Commitments, on terms consistent with Section 8.06(a), (ii) notify the Administrative Agent and such Protesting Lender that the Commitments of such Protesting Lender shall be terminated on terms consistent with Section 8.06(b); provided that 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 repaid by the Borrowers or (iii) cancel its request to designate such Eligible Foreign Subsidiary as a “Subsidiary Borrower.”

Subsidiary Borrowers. (a) After the Effective DateThe Borrower may, the Company may at any time and or from time to time time, designate one or more Wholly-Owned Subsidiaries of the Borrower as a “Subsidiary Borrower” hereunder by furnishing to the Administrative Agent and the Lenders at least five Business Days before such designation is to take effect a Designation Letter in duplicate, duly completed and executed by the Borrower and such Wholly-Owned Subsidiary, together with (i) designate any Wholly Owned Subsidiary the items described in paragraphs (b) and (c) of the Company as a Section 4.01 relating to such Subsidiary Borrower by delivering an Election to Participate in form and substance satisfactory to the Administrative Agent, and (ii) cause any Subsidiary to cease being a Subsidiary Borrower by delivering an Election to Terminate to the Administrative Agent. Each such Election to Participate security agreements and Election to Terminate shall be duly executed on behalf of such Subsidiary and the Company in such number of copies 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 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 documents and information (including information relating to “know your customer” rules and regulations) as the Administrative Agent shall reasonably request. If at Upon any time such designation of a Wholly-Owned Subsidiary, such Subsidiary theretofore designated as shall be a Subsidiary Borrower is no longer a Wholly Owned hereunder (with the related rights and 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. (b) So long as all Loans made to any Subsidiary of the CompanyBorrower and any related obligations have been paid in full, the Company shall cause to be delivered to the Administrative Agent an Election to Terminate terminating Borrower may terminate the status of such Subsidiary Borrower as a Subsidiary Borrower. The delivery of an Election Borrower hereunder by furnishing to Terminate shall not affect any obligation of a Subsidiary Borrower theretofore incurred or the Company’s guaranty thereof pursuant to Article 10. 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 give notice to notify the Lenders of the receipt of any Election to Participate or Election to Terminate. (b) Lenders. Notwithstanding the foregoing, the delivery of a Termination Letter with respect to any Wholly Owned 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 Company not organized Borrower under the laws of the United States or any State thereof (an “Eligible Foreign Subsidiary”) that the Company elects to designate as a Subsidiary Borrower after the Effective Date, no Lender shall be required to make Loans to such Wholly Owned Subsidiary of the Company in the event that the making of such Loans would reasonably be expected to either (x) breach or violate any internal policy (other than Parent Guaranty with respect to Eligible Foreign Subsidiaries formed under the laws of any nation that is a member of the Organization for Economic Cooperation and Development as of the date hereof), law or regulation to which such Lender is, or would be upon the making of such Loan, subject or (y) result in materially adverse tax consequences to such Lender (any such Lender, a “Protesting Lender”); provided that, in the event described in clause (x) immediately above, any Lender which is relying solely on such internal policies as the basis for not making Loans, may do so only if such internal policies are being applied by such Lender to all similarly situated borrowers seeking loans or other extensions of credit from or with respect to doing business in such jurisdictionunpaid obligations. (c) As soon as practicable (but in any event not more than five Business Days) after receipt of notice from the Company or the Administrative Agent of the Company’s intent to designate an Eligible Foreign Subsidiary, any Protesting Lender shall notify the Company and the Administrative Agent in writing of its inability or unwillingness (to the extent permitted by Section 2.22(b)) to extend credit to such Eligible Foreign Subsidiary. With respect to each Protesting Lender, the Company shall, effective on or before the date that such Eligible Foreign Subsidiary shall have the right to borrow under this Agreement, (i) replace such Protesting Lender with Lenders willing (in their sole discretion) to increase their existing Commitments, or other financial institutions willing (in their sole discretion) to become Lenders and extend new Commitments, on terms consistent with Section 8.06(a), (ii) notify the Administrative Agent and such Protesting Lender that the Commitments of such Protesting Lender shall be terminated on terms consistent with Section 8.06(b); provided that 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 repaid by the Borrowers or (iii) cancel its request to designate such Eligible Foreign Subsidiary as a “Subsidiary Borrower.”

Subsidiary Borrowers. (a) After the Effective DateThe Borrower may, the Company may at any time and or from time to time time, designate one or more Wholly-Owned Foreign Subsidiaries of the Borrower as a “Subsidiary Borrower” hereunder by furnishing to the Administrative Agent at least five Business Days before such designation is to take effect a Designation Letter, duly completed and executed by the Borrower and such Wholly-Owned Foreign Subsidiary, together with (i) designate any Wholly Owned Subsidiary the items described in paragraphs (c) and (d) of the Company as a Section 4.01 relating to such Subsidiary Borrower by delivering an Election (to Participate the extent applicable thereto) in form and substance reasonably satisfactory to the Administrative Agent, and (ii) cause any Subsidiary to cease being a Subsidiary Borrower by delivering an Election to Terminate to the Administrative Agent. Each such Election to Participate security agreements and Election to Terminate shall be duly executed on behalf of such Subsidiary and the Company in such number of copies 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, Excluded Assets, and such other assets as may be 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 documents and information (including information relating to “know your customer” rules and regulations) as the Administrative Agent shall reasonably request. If at Upon any time such designation of a Wholly-Owned Foreign Subsidiary and the consent of each of the Lenders with a Revolving Commitment, which will not be unreasonably withheld, conditioned or delayed, such Subsidiary shall be a Subsidiary theretofore designated Borrower hereunder (with the related rights and obligations) and shall be entitled to request Revolving Loans. (b) The Borrower may terminate the status of any Subsidiary Borrower as a Subsidiary Borrower is hereunder by furnishing to the Administrative Agent a Termination Letter, duly completed and executed by the Borrower and such Subsidiary; provided that no longer a Wholly Owned such termination shall be permitted if any Loans made to such Subsidiary Borrower or any related obligations remain outstanding. Subject to the proviso in the immediately preceding sentence, any Termination Letter shall be effective upon receipt by the Administrative Agent, which shall promptly notify the Lenders. (c) On the Closing Date, and subject to the satisfaction of the Companyapplicable conditions in Section 2.20(a) hereto, Enodis Holdings shall be a Subsidiary Borrower party to this Agreement until the Company Borrower shall cause to be have executed and delivered to the Administrative Agent an Election to Terminate terminating the status of such Subsidiary as a Subsidiary Borrower. The delivery of an Election to Terminate shall not affect any obligation of a Subsidiary Borrower theretofore incurred or the Company’s guaranty thereof pursuant to Article 10. The Administrative Agent shall promptly give notice to the Lenders of the receipt of any Election to Participate or Election to Terminate. (b) Notwithstanding the foregoing, Termination Letter with respect to any Wholly Owned Subsidiary Enodis Holdings. Enodis Holdings hereby authorizes and empowers the Borrower to act as its representative and attorney-in-fact for the purposes of the Company not organized under the laws of the United States or any State thereof signing documents and giving and receiving notices (an “Eligible Foreign Subsidiary”) that the Company elects to designate as a Subsidiary Borrower after the Effective Date, no Lender shall be required to make Loans to such Wholly Owned Subsidiary of the Company in the event that the making of such Loans would reasonably be expected to either (x) breach or violate any internal policy (other than with respect to Eligible Foreign Subsidiaries formed under the laws of any nation that is a member of the Organization for Economic Cooperation including borrowing requests and Development as of the date hereof), law or regulation to which such Lender is, or would be upon the making of such Loan, subject or (y) result in materially adverse tax consequences to such Lender (any such Lender, a “Protesting Lender”); provided that, in the event described in clause (x) immediately above, any Lender which is relying solely on such internal policies as the basis for not making Loans, may do so only if such internal policies are being applied by such Lender to all similarly situated borrowers seeking loans or other extensions of credit from or with respect to doing business in such jurisdiction. (c) As soon as practicable (but in any event not more than five Business Days) after receipt of notice from the Company or the Administrative Agent of the Company’s intent to designate an Eligible Foreign Subsidiary, any Protesting Lender shall notify the Company and the Administrative Agent in writing of its inability or unwillingness (to the extent permitted by Section 2.22(b)) to extend credit to such Eligible Foreign Subsidiary. With respect to each Protesting Lender, the Company shall, effective on or before the date that such Eligible Foreign Subsidiary shall have the right to borrow interest elections under this Agreement, (i) replace such Protesting Lender and other communications in connection with Lenders willing (in their sole discretion) to increase their existing Commitments, this Agreement and the transactions contemplated hereby and for the purposes of modifying or other financial institutions willing (in their sole discretion) to become Lenders amending any provision of this Agreement and extend new Commitments, on terms consistent with Section 8.06(a), (ii) notify further agrees that the Administrative Agent and such Protesting each Lender that may conclusively rely on the Commitments of such Protesting Lender shall be terminated on terms consistent with Section 8.06(b); provided that 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 repaid by the Borrowers or (iii) cancel its request to designate such Eligible Foreign Subsidiary as a “Subsidiary Borrowerforegoing authorization.”

Subsidiary Borrowers. (a) After the Effective DateSo long as no Default or Unmatured Default has occurred and is continuing, the Company may at any time and or from time to time (i) designate time, add as a party to this Agreement any Wholly Wholly-Owned Subsidiary of the Company 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 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 4.3, and (c) in the case of a Foreign Subsidiary which is a Wholly-Owned Subsidiary, receipt of evidence satisfactory to the Administrative Agent that such Subsidiary would not, in its capacity as a Subsidiary Borrower hereunder, be required by delivering an Election law to Participate withhold or deduct any Taxes from or in respect of any sum payable hereunder by such Subsidiary to the Administrative AgentAgent 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 Subsidiary’s status as a Subsidiary Borrower, such documents with respect to any additional Subsidiaries to be substantially similar in form and (ii) cause any substance to the Loan Documents executed on or about the date hereof by the Subsidiaries parties hereto as of the Closing Date. No Foreign Subsidiary to cease being may be a Subsidiary Borrower by delivering an Election to Terminate to without the Administrative Agent. Each such Election to Participate and Election to Terminate shall be duly executed on behalf consent of such Subsidiary and the Company in such number of copies as the Administrative Agent may requestand each of the Lenders. If at any time Upon such execution, delivery and consent such Subsidiary shall for all purposes be a Subsidiary theretofore designated party hereto as a Subsidiary Borrower is no longer a Wholly Owned as fully as if it had executed and delivered this Agreement. So long as the principal of and interest on any Credit Extensions made to any Subsidiary Borrower under this Agreement shall have been repaid or paid in full, all Facility LCs issued for the account of the Companysuch Subsidiary Borrower have expired or been returned and terminated and all other Obligations (other than contingent indemnity obligations) of such Subsidiary Borrower under this Agreement shall have been fully performed, the Company shall cause to be delivered may, by not less than five (5) Business Days’ prior notice to the Administrative Agent an Election to Terminate terminating (which shall promptly notify the status of Lenders thereof), terminate such Subsidiary Borrower’s status as a “Subsidiary Borrower. The delivery of an Election to Terminate shall not affect any obligation of a ” or “Borrower,” and such Subsidiary Borrower theretofore incurred shall be released from any future liability (other than contingent indemnity obligations) as a “Subsidiary Borrower” or “Borrower” hereunder or under the Company’s guaranty thereof pursuant to Article 10other Loan Documents. The Administrative Agent shall promptly give notice to the Lenders written notice of the receipt addition of any Election Subsidiary Borrowers to Participate or Election to Terminate. (b) Notwithstanding the foregoing, with respect to any Wholly Owned Subsidiary of the Company not organized under the laws of the United States or any State thereof (an “Eligible Foreign Subsidiary”) that the Company elects to designate as a Subsidiary Borrower after the Effective Date, no Lender shall be required to make Loans to such Wholly Owned Subsidiary of the Company in the event that the making of such Loans would reasonably be expected to either (x) breach or violate any internal policy (other than with respect to Eligible Foreign Subsidiaries formed under the laws of any nation that is a member of the Organization for Economic Cooperation and Development as of the date hereof), law or regulation to which such Lender is, or would be upon the making of such Loan, subject or (y) result in materially adverse tax consequences to such Lender (any such Lender, a “Protesting Lender”); provided that, in the event described in clause (x) immediately above, any Lender which is relying solely on such internal policies as the basis for not making Loans, may do so only if such internal policies are being applied by such Lender to all similarly situated borrowers seeking loans or other extensions of credit from or with respect to doing business in such jurisdiction. (c) As soon as practicable (but in any event not more than five Business Days) after receipt of notice from the Company or the Administrative Agent of the Company’s intent to designate an Eligible Foreign Subsidiary, any Protesting Lender shall notify the Company and the Administrative Agent in writing of its inability or unwillingness (to the extent permitted by Section 2.22(b)) to extend credit to such Eligible Foreign Subsidiary. With respect to each Protesting Lender, the Company shall, effective on or before the date that such Eligible Foreign Subsidiary shall have the right to borrow under this Agreement, (i) replace such Protesting Lender with Lenders willing (in their sole discretion) to increase their existing Commitments, or other financial institutions willing (in their sole discretion) to become Lenders and extend new Commitments, on terms consistent with Section 8.06(a), (ii) notify the Administrative Agent and such Protesting Lender that the Commitments of such Protesting Lender shall be terminated on terms consistent with Section 8.06(b); provided that 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 repaid by the Borrowers or (iii) cancel its request to designate such Eligible Foreign Subsidiary as a “Subsidiary Borrower.”

Subsidiary Borrowers. (a) After the Effective Date, the Company may at any time and from time to time (i) designate any Wholly Owned Eligible Subsidiary of the Company as a Subsidiary Borrower by delivering an Election to Participate to the Administrative Agent, and (ii) cause any Subsidiary to cease being a Subsidiary Borrower by delivering an Election to Terminate to the Administrative Agent. Each such Election to Participate and Election to Terminate shall be duly executed on behalf of such Subsidiary and the Company in such number of copies as the Administrative Agent may request. If at any time a Subsidiary theretofore designated as a Subsidiary Borrower is no longer a Wholly Owned Subsidiary of the Companyqualifies as an Eligible Subsidiary, the Company shall cause to be delivered to the Administrative Agent an Election to Terminate terminating the status of such Subsidiary as a Subsidiary Borrower. The delivery of an Election to Terminate shall not affect any obligation of a Subsidiary Borrower theretofore incurred or the Company’s guaranty thereof pursuant to Article 10. The Administrative Agent shall promptly give notice to the Lenders of the receipt of any Election to Participate or Election to Terminate. (b) Notwithstanding the foregoing, with respect to any Wholly Owned Eligible Subsidiary of the Company not organized under the laws of the United States or any State thereof (an “Eligible Foreign Subsidiary”) that the Company elects to designate as a Subsidiary Borrower after the Effective Date, no Lender shall be required to make Loans to such Wholly Owned Eligible Subsidiary and no Issuing Lender shall be required to issue or amend any Letter of the Company Credit for such Eligible Subsidiary in the event that the making of such Loans or issuance or amendment of such Letter of Credit would reasonably be expected to either (x) breach or violate any internal policy (other than with respect to Eligible Foreign Subsidiaries formed under the laws of any nation that is a member of the Organization for Economic Cooperation and Development as of the date hereof), law or regulation to which such Lender or Issuing Lender is, or would be upon the making of such LoanLoan or issuance or amendment of such Letter of Credit, subject or (y) result in materially adverse tax consequences to such Lender or Issuing Lender (any such Lender or Issuing Lender, a “Protesting Lender”); provided that, in the event described in clause (x) immediately above, any Lender or Issuing Lender, as applicable, which is relying solely on such internal policies as the basis for not making LoansLoans or issuing or amending Letters of Credit, may do so only if such internal policies are being applied by such Lender or Issuing Lender to all similarly situated borrowers seeking loans loans, letters of credit or other extensions of credit from or with respect to doing business in such jurisdiction. (c) As soon as practicable (but in any event not more than five Business Days) after receipt of notice from the Company or the Administrative Agent of the Company’s intent to designate an Eligible Foreign Subsidiary, any Protesting Lender shall notify the Company and the Administrative Agent in writing of its inability or unwillingness (to the extent permitted by Section 2.22(b)) to extend credit to such Eligible Foreign Subsidiary. With respect to each Protesting Lender, the Company shall, effective on or before the date that such Eligible Foreign Subsidiary shall have the right to borrow under this Agreement, (i) replace such Protesting Lender with Lenders willing (in their sole discretion) to increase their existing Commitments, or other financial institutions willing (in their sole discretion) to become Lenders and extend new Commitmentscommitments, on terms consistent with Section 8.06(a), (ii) notify the Administrative Agent and such Protesting Lender that the Commitments of such Protesting Lender shall be terminated on terms consistent with Section 8.06(b); provided that 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 repaid by the Borrowers or (iii) cancel its request to designate such Eligible Foreign Subsidiary as a “Subsidiary Borrower.”

Subsidiary Borrowers. (a) After the Effective Date, the The Company may at any time and from time to time (i) designate elect that any Wholly Owned wholly owned Subsidiary become a Borrower eligible to borrow Revolving Loans or Swingline Loans or to have Letters of the Company as a Subsidiary Borrower Credit issued for its account, by delivering to the Administrative Agent an Election to Participate with respect to such Subsidiary; provided that any such Election to Participate shall be rendered null and void if the Administrative Agent shall have received from any Lender, within 15 Business Days after the Administrative Agent has posted such Election to Participate to the Administrative AgentLenders, that it shall be unlawful under U.S. Federal or applicable state or foreign law for such Lender to make Revolving Loans or otherwise extend credit to or do business with such Subsidiary as provided herein (a “Notice of Illegality”), in which case such Election to Participate shall not become effective until such time as such Lender withdraws such Notice of Illegality or ceases to be a Lender hereunder pursuant to Section 2.20(b). The eligibility of any Subsidiary Borrower to borrow hereunder, and (ii) cause any Subsidiary to cease being a Subsidiary Borrower by delivering have Letters of Credit issued for its account, shall terminate when the Administrative Agent receives an Election to Terminate with respect to such Subsidiary. Each Election to Participate delivered to the Administrative Agent. Each such Election to Participate and Election to Terminate Agent shall be duly executed on behalf of such the relevant Subsidiary and the Company Company, 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. If at any time a Subsidiary theretofore designated as a Subsidiary Borrower is no longer a Wholly Owned Subsidiary of the Company, the Company shall cause to be delivered to the Administrative Agent an Election to Terminate terminating the status of such Subsidiary as a Subsidiary Borrower. The delivery of an Election to Terminate shall not affect any obligation of a the relevant Subsidiary Borrower theretofore incurred or the Company’s guaranty thereof pursuant to Article 10incurred. The Administrative Agent shall promptly give notice to the Lenders of the its receipt of any Election to Participate or Election to Terminate. (b) Notwithstanding the foregoingAny election, with respect to any Wholly Owned Subsidiary of the Company not organized under the laws of the United States notice or any State thereof (an “Eligible Foreign Subsidiary”) other action that the Company elects to designate as may be given or taken by a Subsidiary Borrower after the Effective Date, no Lender shall hereunder may be required to make Loans to such Wholly Owned Subsidiary of given or taken by the Company in the event that the making on behalf of such Loans would reasonably be expected to either (x) breach or violate any internal policy (other than with respect to Eligible Foreign Subsidiaries formed under the laws of any nation that is a member of the Organization for Economic Cooperation and Development as of the date hereof)Subsidiary Borrower, law or regulation to which such Lender is, or would be upon the making of such Loan, subject or (y) result in materially adverse tax consequences to such Lender (any such Lender, a “Protesting Lender”); provided that, in the event described in clause (x) immediately above, any Lender which is relying solely on such internal policies as the basis for not making Loans, may do so only if such internal policies are being applied by such Lender to all similarly situated borrowers seeking loans or other extensions of credit from or with respect to doing business in such jurisdiction. (c) As soon as practicable (but in any event not more than five Business Days) after receipt of notice from the Company or the Administrative Agent of the Company’s intent to designate an Eligible Foreign Subsidiary, any Protesting Lender shall notify the Company and the Administrative Agent in writing of its inability and the Lenders shall be entitled to rely thereon, conclusively, without inquiry, and such election, notice or unwillingness (other action shall be binding upon such Subsidiary Borrower. Each Subsidiary Borrower hereby consents to the extent permitted by Section 2.22(b)) to extend credit to such Eligible Foreign Subsidiary. With respect to each Protesting Lenderforegoing, the Company shalland assumes all responsibility for elections, effective notices or actions hereunder given or taken on or before the date that such Eligible Foreign Subsidiary shall have the right to borrow under this Agreement, (i) replace such Protesting Lender with Lenders willing (in their sole discretion) to increase their existing Commitments, or other financial institutions willing (in their sole discretion) to become Lenders and extend new Commitments, on terms consistent with Section 8.06(a), (ii) notify the Administrative Agent and such Protesting Lender that the Commitments of such Protesting Lender shall be terminated on terms consistent with Section 8.06(b); provided that 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 repaid behalf by the Borrowers or (iii) cancel its request to designate such Eligible Foreign Subsidiary as a “Subsidiary BorrowerCompany.”

Subsidiary Borrowers. (a) After the Effective DateThe Company may, the Company may at any time and or from time to time (i) time, designate any Wholly Wholly-Owned Subsidiary of the Company as a Subsidiary Borrower by delivering an Election to Participate to the Administrative Agent, and (ii) cause any Subsidiary to cease being a Subsidiary Borrower by delivering an Election to Terminate to the Administrative Agent. Each such Election to Participate and Election to Terminate shall be duly executed on behalf of such Subsidiary and the Company in such number of copies as the Administrative Agent may request. If at any time a Subsidiary theretofore designated as a Subsidiary Borrower is no longer a Wholly Owned Subsidiary of the Company, the Company shall cause to be delivered to the Administrative Agent an Election to Terminate terminating the status of such Subsidiary as a Subsidiary Borrower. The delivery of an Election to Terminate shall not affect any obligation of a Subsidiary Borrower theretofore incurred or the Company’s guaranty thereof pursuant to Article 10. The Administrative Agent shall promptly give notice to the Lenders of the receipt of any Election to Participate or Election to Terminate. (b) Notwithstanding the foregoing, with respect to any Wholly Owned Subsidiary of the Company not organized under the laws of the United States or any State thereof (an “Eligible Foreign Subsidiary”) that the Company elects to designate as a Subsidiary Borrower after the Effective Date, no Lender shall be required to make Loans to such Wholly Owned Subsidiary of the Company in the event that the making of such Loans would reasonably be expected to either (x) breach or violate any internal policy (other than with respect to Eligible Foreign Subsidiaries formed under the laws of any nation that is a member of the Organization for Economic Cooperation and Development as of the date hereof), law or regulation to which such Lender is, or would be upon the making of such Loan, subject or (y) result in materially adverse tax consequences to such Lender (any such Lender, a “Protesting Lender”); provided that, in the event described in clause (x) immediately above, any Lender which is relying solely on such internal policies as the basis for not making Loans, may do so only if such internal policies are being applied by such Lender to all similarly situated borrowers seeking loans or other extensions of credit from or with respect to doing business in such jurisdiction. (c) As soon as practicable (but in any event not more than five Business Days) after receipt of notice from the Company or the Administrative Agent of the Company’s intent to designate an Eligible Foreign Subsidiary, any Protesting Lender shall notify the Company and the Administrative Agent in writing of its inability or unwillingness (to the extent permitted by Section 2.22(b)) to extend credit to such Eligible Foreign Subsidiary. With respect to each Protesting Lender, the Company shall, effective on or before the date that such Eligible Foreign Subsidiary shall have the right to borrow under this Agreement, (i) replace such Protesting Lender with Lenders willing (in their sole discretion) to increase their existing Commitments, or other financial institutions willing (in their sole discretion) to become Lenders and extend new Commitments, on terms consistent with Section 8.06(a), (ii) notify the Administrative Agent and such Protesting Lender that the Commitments of such Protesting Lender shall be terminated on terms consistent with Section 8.06(b); provided that 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 repaid by the Borrowers or (iii) cancel its request to designate such Eligible Foreign Subsidiary as a “Subsidiary Borrower” hereunder by furnishing to the Administrative Agent a Designation Letter in duplicate, duly completed and executed by the Company and such Wholly-Owned Subsidiary, together with the 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 (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. The Administrative Agent shall promptly notify each Lender of any such designation by the Company. Upon such designation and the approval of the Administrative Agent and each Lender thereof (which approval each Lender shall use commercially reasonable efforts to grant within ten (10) Business Days unless such Lender has in good faith determined that there exists a practical or legal impediment to its performance as a Lender with respect to such Foreign Subsidiary (or that it would incur any incremental expense as a result of such designation for which it would not be entitled to be compensated hereunder)), such designated Foreign Subsidiary shall become a Subsidiary Borrower hereunder (with the related rights and 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.” (b) So long as all Loans made to any Subsidiary Borrower and any related obligations have been paid in full, the Company may terminate the status of such Subsidiary Borrower as a Subsidiary Borrower hereunder by furnishing to the Administrative Agent a Termination Letter in duplicate, duly completed and executed by the Company and such Subsidiary. Any Termination Letter furnished hereunder shall be effective upon receipt by the Administrative Agent, which shall promptly notify the 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 Company under the Parent Guaranty or any Subsidiary Guarantor under the Subsidiary Guaranty with respect to any such unpaid obligations.

Subsidiary Borrowers. (a) After the Effective DateThe Company, the Company may at any time and from time to time by notice to the Administrative Agent (which shall identify the proposed Subsidiary Borrower and its jurisdiction of organization), may (i) designate add any Wholly Owned Eligible Subsidiary of the Company in an Eligible Jurisdiction as a Subsidiary Borrower by delivering delivery of an Election to Participate to the Administrative Agent, executed Subsidiary Borrower Supplement and (ii) cause request that any other Eligible Subsidiary to cease being a Subsidiary Borrower by delivering an Election to Terminate to the Administrative Agent. Each such Election to Participate and Election to Terminate shall be duly executed on behalf of such Subsidiary and the Company in such number of copies as the Administrative Agent may request. If at any time a Subsidiary theretofore designated as a Subsidiary Borrower is no longer a Wholly Owned Subsidiary of the Company, the Company shall cause to be delivered to the Administrative Agent an Election to Terminate terminating the status of such Subsidiary as become a Subsidiary Borrower. The delivery of an Election to Terminate shall not affect any obligation of a Subsidiary Borrower theretofore incurred or the Company’s guaranty thereof pursuant to Article 10. The Administrative Agent shall promptly give forward a copy of any such notice to the Lenders each Lender. Upon delivery of the receipt notice and Subsidiary Borrower Supplement (in the case of clause (i) above) or, in the case of clause (ii) above, upon the Administrative Agent’s consent to such designation, which consent shall not be unreasonably withheld or delayed, then such Eligible Subsidiary shall become a Borrower hereunder; provided that (x) such Eligible Subsidiary and the 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; (y) to the 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 information required by regulatory authorities under applicable “know-your-customer” rules and regulations with respect to the proposed Subsidiary Borrower; and (iii) prior to the making of any Election Credit Extension to Participate or Election to Terminatesuch Subsidiary Borrower, such Subsidiary Borrower shall have satisfied the conditions precedent set forth in Section 11.3. (b) Notwithstanding In addition to the foregoingconditions set forth in Section 2.7(a), with respect to any Wholly Owned an Eligible Subsidiary of that would qualify as a Foreign Borrower may not be a Borrower hereunder if the Company not organized under the laws of the United States or any State thereof (an “Eligible Foreign Subsidiary”) Administrative Agent reasonably determines that the Company elects to designate as a Subsidiary Borrower after the Effective Date, no Lender shall be required to make Loans to such Wholly Owned Subsidiary of the Company in the event that the making addition of such Loans Eligible Subsidiary would reasonably be expected to either (xi) breach or violate any internal policy (other than with respect to Eligible Foreign Subsidiaries formed under the laws of any nation that is a member of the Organization for Economic Cooperation and Development as of the date hereof), applicable law or regulation to which such Lender is, or would be upon (ii) have any material adverse effect on the making of such Loan, subject or (y) result in materially adverse tax consequences to such Lender (any such Lender, a “Protesting Lender”); provided that, in the event described in clause (x) immediately above, any Lender which is relying solely on such internal policies as the basis for not making Loans, may do so only if such internal policies are being applied by such Lender to all similarly situated borrowers seeking loans or other extensions of credit from or with respect to doing business in such jurisdictionLenders. (c) As soon Each Domestic Borrower shall be liable, on a joint and several basis, for all of the Loans and other Obligations of each other Borrower. Subject to the provisions of each applicable Foreign Guaranty, the Obligations of all Subsidiary Borrowers that are Foreign Subsidiaries shall be several in nature. (d) So long as practicable the principal of and interest on all Loans made to any Subsidiary Borrower under this Agreement shall have been paid in full and all other obligations of such Subsidiary Borrower in such capacity (but in any event other than contingent indemnification obligations owed directly by such Subsidiary) shall have been fully performed, the Company may, upon not more less than five two Business Days) after receipt of ’ prior written notice from the Company or to the Administrative Agent of the Company’s intent to designate an Eligible Foreign Subsidiary, any Protesting Lender (which shall promptly notify the Company and the Administrative Agent in writing of its inability or unwillingness (to the extent permitted by Section 2.22(b)) to extend credit to such Eligible Foreign Subsidiary. With respect to each Protesting Lender, the Company shall, effective on or before the date that such Eligible Foreign Subsidiary shall have the right to borrow under this Agreement, (i) replace such Protesting Lender with Lenders willing (in their sole discretion) to increase their existing Commitments, or other financial institutions willing (in their sole discretion) to become Lenders and extend new Commitments, on terms consistent with Section 8.06(athereof), (ii) notify the Administrative Agent and terminate such Protesting Lender that the Commitments of such Protesting Lender shall be terminated on terms consistent with Section 8.06(b); provided that 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 repaid by the Borrowers or (iii) cancel its request to designate such Eligible Foreign Subsidiary Subsidiary’s status as a “Subsidiary Borrower”.”

Subsidiary Borrowers. (a) After the Effective Date, the Company may at any time and from time to time (i) designate any Wholly Owned Subsidiary of the Company as a Subsidiary Borrower by delivering an Election to Participate to the Administrative Agent, and (ii) cause any Subsidiary to cease being a Subsidiary Borrower by delivering an Election to Terminate to the Administrative Agent. Each such Election to Participate and Election to Terminate shall be duly executed on behalf of such Subsidiary and the Company in such number of copies as the Administrative Agent may request. If at any time a Subsidiary theretofore designated as a Subsidiary Borrower is no longer a Wholly Owned Subsidiary of the Company, the Company shall cause to be delivered to the Administrative Agent an Election to Terminate terminating the status of such Subsidiary as a Subsidiary Borrower. The delivery of an Election to Terminate shall not affect any obligation of a Subsidiary Borrower theretofore incurred or the Company’s guaranty thereof pursuant to Article 10. The Administrative Agent shall promptly give notice to the Lenders of the receipt of any Election to Participate or Election to Terminate. (b) Notwithstanding the foregoing, with respect to any Wholly Owned Subsidiary of the Company not organized under the laws of the United States or any State thereof (an “Eligible Foreign Subsidiary”) that the Company elects to designate as a Subsidiary Borrower after the Effective Date, no Lender shall be required to make Loans to such Wholly Owned Subsidiary of the Company and no Issuing Lender shall be required to issue or amend any Letter of Credit for such Wholly Owned Subsidiary of the Company in the event that the making of such Loans or issuance or amendment of such Letter of Credit would reasonably be expected to either (x) breach or violate any internal policy (other than with respect to Eligible Foreign Subsidiaries formed under the laws of any nation that is a member of the Organization for Economic Cooperation and Development as of the date hereof), law or regulation to which such Lender or Issuing Lender is, or would be upon the making of such LoanLoan or issuance or amendment of such Letter of Credit, subject or (y) result in materially adverse tax consequences to such Lender or Issuing Lender (any such Lender or Issuing Lender, a “Protesting Lender”); provided that, in the event described in clause (x) immediately above, any Lender or Issuing Lender, as applicable, which is relying solely on such internal policies as the basis for not making LoansLoans or issuing or amending Letters of Credit, may do so only if such internal policies are being applied by such Lender or Issuing Lender to all similarly situated borrowers seeking loans loans, letters of credit or other extensions of credit from or with respect to doing business in such jurisdiction. (c) As soon as practicable (but in any event not more than five Business Days) after receipt of notice from the Company or the Administrative Agent of the Company’s intent to designate an Eligible Foreign Subsidiary, any Protesting Lender shall notify the Company and the Administrative Agent in writing of its inability or unwillingness (to the extent permitted by Section 2.22(b)) to extend credit to such Eligible Foreign Subsidiary. With respect to each Protesting Lender, the Company shall, effective on or before the date that such Eligible Foreign Subsidiary shall have the right to borrow under this Agreement, (i) replace such Protesting Lender with Lenders willing (in their sole discretion) to increase their existing Commitments, or other financial institutions willing (in their sole discretion) to become Lenders and extend new Commitmentscommitments, on terms consistent with Section 8.06(a), (ii) notify the Administrative Agent and such Protesting Lender that the Commitments of such Protesting Lender shall be terminated on terms consistent with Section 8.06(b); provided that 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 repaid by the Borrowers or (iii) cancel its request to designate such Eligible Foreign Subsidiary as a “Subsidiary Borrower.”