Common use of Additional Borrowers Clause in Contracts

Additional Borrowers. Notwithstanding anything in Section 9.02 to the contrary, following the Effective Date, Bidco and the Borrowers may request that one or more Subsidiaries of Bidco that is a Restricted Subsidiary incorporated under the laws of England and Wales be added as an additional Revolving Borrower under the Revolving Facility by delivering to the Administrative Agent an Additional Borrower Agreement executed by such Subsidiary and the Borrower Representative. Such Subsidiary shall for all purposes of this Agreement be a Revolving Borrower and a Borrower hereunder after the latest of (i) five (5) Business Days (or such shorter period as the Administrative Agent shall agree) after delivery of such Additional Borrower Agreement and (ii) receipt by the Lenders and the Administrative Agent of such documentation and other information reasonably requested by the Lenders or the Administrative Agent for purposes of complying with all necessary “know your customer” or other similar checks under all applicable laws and regulations without any written objection submitted by the Lenders or the Administrative Agent within five (5) Business Days of the date of receipt of such documentation and other information; provided that each Additional Borrower shall also be a Guarantor. Any obligations in respect of Borrowings by any Additional Borrower under this Agreement will constitute “Loan Document Obligations” for all purposes of the Loan Documents. Promptly following receipt of any Additional Borrower Agreement, the Administrative Agent shall send a copy thereof to each Lender.

Additional Borrowers. Notwithstanding anything in Section 9.02 to the contrary, following the Effective Closing Date, Bidco and the Borrowers Borrower may request that one or more of its Foreign Subsidiaries of Bidco that is a Restricted Wholly-Owned Subsidiary incorporated under the laws of England and Wales be added as an additional Revolving Borrower borrower (the “Additional Borrower”) under the Revolving Facility Facilities by delivering to the Administrative Agent an Additional Borrower Agreement executed by such Foreign Subsidiary and the Borrower Representativeand specifying the proposed effective date thereof; provided that the jurisdiction of organization of such Foreign Subsidiary shall be reasonably satisfactory to each Lender. Such Foreign Subsidiary shall for all purposes of this Agreement be a Revolving Borrower and a Borrower borrower hereunder after no earlier than the latest of (i) five twenty (520) Business Days days (or such shorter period as the Administrative Agent shall may in its discretion agree) after delivery of such Additional Borrower Agreement and Agreement; (ii) five (5) Business Days after receipt by the Lenders and the Administrative Agent of such documentation and other information reasonably requested by the Lenders or the Administrative Agent for purposes of complying with all necessary “know your customer” or other similar checks under all applicable laws and regulations without any provided that there has been no written objection submitted by any of the Lenders or the Administrative Agent within five (5) Business Days of the date of receipt of such documentation and other information; provided that each Additional Borrower shall also be a Guarantor. Any obligations in respect of Borrowings (iii) the receipt by any Additional Borrower under this Agreement will constitute “Loan Document Obligations” for all purposes of the Loan Documents. Promptly following receipt of any Additional Borrower Agreement, the Administrative Agent shall send a copy thereof and the Lenders of opinions of counsel relating to each Lender.such Additional Borrower Agreement (and the guarantee referred to below) in form and substance reasonably satisfactory to the Administrative Agent and covering such customary matters in connection therewith as may be requested by the Administrative Agent; and

Additional Borrowers. Notwithstanding anything in Section 9.02 From time to the contrary, time following the Effective DateClosing Date and when no Default or Event of Default exists, Bidco Parent and the Borrowers Company (and each other Borrower then a party to this Agreement) may request that jointly designate one or more additional Wholly-Owned Subsidiaries of Bidco that is a Restricted Subsidiary incorporated under the laws of England and Wales be added as an additional Revolving Borrower co-borrowers under the Revolving Facility by delivering Loan Commitment in accordance with the provisions of this Section. Prior to the effectiveness of any such designation each such additional Borrower shall have duly authorized, executed and delivered to the Administrative Agent each of the following: (a) an Additional Borrower Agreement executed by Election to Become a Borrower, setting forth the proposed Aggregate Sublimit for that Borrower, together with such Subsidiary other documents, certificates, resolutions, opinions and other assurances as the Administrative Agent may reasonably require in connection therewith; and (b) Committed Advance Notes and Swing Line Documents; Promptly following the submission of the foregoing documents, the Administrative Agent shall inform the Revolving Lenders of the proposed designation and the proposed Aggregate Sublimit. Unless the Requisite Revolving Lenders have objected in writing to the proposed designee or Aggregate Sublimit within ten Business Days following such notice from the Administrative Agent (which objection may be in the sole discretion of each Lender), the Administrative Agent shall notify the Borrowers that the appointment is accepted, whereupon the proposed new Borrower Representative. Such Subsidiary shall be a Borrower for all purposes of this Agreement be a Revolving Borrower and a Borrower hereunder after the latest of (i) five (5) Business Days (or such shorter period as the Administrative Agent shall agree) after delivery of such Additional Borrower Agreement and (ii) receipt by the Lenders and the Administrative Agent of such documentation and other information reasonably requested by the Lenders or the Administrative Agent for purposes of complying with all necessary “know your customer” or other similar checks under all applicable laws and regulations without any written objection submitted by the Lenders or the Administrative Agent within five (5) Business Days of the date of receipt of such documentation and other information; provided that each Additional Borrower shall also be a Guarantor. Any obligations in respect of Borrowings by any Additional Borrower under this Agreement will constitute “Loan Document Obligations” for all purposes of the Loan Documents. Promptly following receipt of any Additional Borrower Agreement, with the Administrative Agent shall send Aggregate Sublimit set forth in its Election to Become a copy thereof to each LenderBorrower.

Additional Borrowers. Notwithstanding anything in Section 9.02 Borrower Agent may designate any Subsidiary as a Borrower under this Agreement and the other Loan Documents upon satisfaction of each of the following conditions, provided that such Subsidiary owns Eligible Accounts, Eligible Inventory, Eligible Trucks or, after the occurrence of the Machinery Qualifying Date, Eligible Machinery: (a) Borrower Agent shall have delivered to the contrary, following Agent a written notice requesting that such Subsidiary be designated as a new Borrower. (b) The Agent shall have received a duly executed supplement to this Agreement and any other applicable Loan Documents joining such Subsidiary as a Borrower hereunder (such supplement to be in form and substance reasonably satisfactory to the Effective Date, Bidco Agent) and the Borrowers such other documents or agreements as Agent may request that one or more Subsidiaries of Bidco that is a Restricted Subsidiary incorporated under the laws of England and Wales be added as an additional Revolving Borrower under the Revolving Facility by delivering to the Administrative Agent an Additional Borrower Agreement executed by such Subsidiary and the Borrower Representative. in its Permitted Discretion. (c) Such Subsidiary shall for all purposes deliver to the Agent such documents and certificates referred to in Section 6.1(e) as may be reasonably requested by the Agent (it being agreed by US Concrete that, if the designation of this Agreement be a Revolving Borrower and such Subsidiary as a Borrower hereunder after obligates the latest Agent or any Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, US Concrete shall, promptly upon the request of (i) five (5) Business Days (the Agent or such shorter period as the Administrative Agent shall agree) after delivery of such Additional Borrower Agreement and (ii) receipt by the Lenders and the Administrative Agent of any Lender, supply such documentation and other information evidence as is reasonably requested by the Lenders Agent or any Lender in order for the Administrative Agent for purposes of complying or such Lender to carry out, and be satisfied it has complied with the results of, all necessary “know your customer” or other similar checks under all applicable laws and regulations without any written objection submitted by Applicable Law). (d) If not previously granted to the Lenders or the Administrative Agent within five (5) Business Days of the date of receipt of such documentation and other information; provided that each Additional Borrower shall also be a Guarantor. Any obligations in respect of Borrowings by any Additional Borrower under this Agreement will constitute “Loan Document Obligations” for all purposes of the Loan Documents. Promptly following receipt of any Additional Borrower Agreement, as so supplemented, and the Administrative Security Documents, such Subsidiary shall grant a security interest in all Collateral owned by such Subsidiary by delivering to the Agent a duly executed supplement to each applicable Security Document or such other documents as the Agent shall send a copy thereof to each Lenderreasonably deem appropriate for such purpose.

Additional Borrowers. Notwithstanding anything in Section 9.02 10.01 to the contrary, following the Effective Closing Date, Bidco and the Borrowers Administrative Borrower may request that one or more of its Subsidiaries of Bidco that is a Wholly-Owned Domestic Restricted Subsidiary incorporated under the laws of England and Wales be added as an additional Revolving Borrower under the Revolving Facility this Agreement by delivering to the Administrative Agent an Additional Borrower Agreement executed by such Subsidiary and the Borrower RepresentativeAdministrative Borrower. Such Subsidiary shall for all purposes of this Agreement be a Revolving Borrower and a Borrower hereunder after the latest of (i) five (5) Business Days (or such shorter period as the Administrative Agent shall agree) after delivery of such Additional Borrower Agreement and (ii) receipt by the Lenders and the Administrative Agent of such documentation and other information reasonably requested by the Lenders or the Administrative Agent for purposes of complying with all necessary “know your customer” or other similar checks under all applicable laws and regulations without any written objection submitted by the Lenders or the Administrative Agent within five (5) Business Days of the date of receipt of such documentation and other information; provided that each Additional Borrower shall also be a Guarantor. Any obligations in respect of Borrowings by any Additional Borrower under this Agreement will constitute “Loan Document Obligations” for all purposes of the Loan Documents. Promptly following receipt of any Additional Borrower Agreement, Agreement the Administrative Agent shall send a copy thereof to each Lender.. 73

Additional Borrowers. Notwithstanding anything in Section 9.02 11.12 to the contrary, following the Effective Closing Date, Bidco and the Borrowers Parent Borrower may request that one or more of its Subsidiaries of Bidco that is a wholly-owned domestic Restricted Subsidiary incorporated under the laws of England and Wales be added as an additional Revolving Borrower under the Revolving Facility by delivering to the Administrative Agent an Additional Borrower Agreement executed by such Subsidiary and the Borrower RepresentativeParent Borrower. Such Subsidiary shall for all purposes of this Agreement be a Revolving Borrower and a Borrower hereunder after the latest of (i) five (5) Business Days (or such shorter period as the Administrative Agent shall agree) after delivery of such Additional Borrower Agreement and (ii) receipt by the Lenders and the Administrative Agent of such documentation and other information Table of Contents reasonably requested by the Lenders or the Administrative Agent for purposes of complying with all necessary “know your customer” or other similar checks under all applicable laws and regulations without any written objection submitted by the Lenders or the Administrative Agent within five (5) Business Days of the date of receipt of such documentation and other information; provided that (a) each Additional Borrower shall also be a GuarantorGuarantor and (b) neither the Administrative Agent nor any Lender shall be materially adversely affected by the addition of such Additional Borrower. Any obligations in respect of Borrowings borrowings by any Additional Borrower under this Agreement will constitute “Loan Document Obligations” for all purposes of the Loan Documents. Promptly following receipt of any Additional Borrower Agreement, Agreement the Administrative Agent shall send a copy thereof to each Lender.

Additional Borrowers. Notwithstanding anything in Section 9.02 to At any time after the contrary, following the Effective Closing Date, Bidco so long as no Default or Event of Default has occurred and the Borrowers may request that one is continuing or more Subsidiaries of Bidco would result therefrom, any Borrower Group Member that is a Restricted direct or indirect Wholly Owned Subsidiary incorporated organized under the laws of England and Wales the United States or, with the consent of each Lender, any other jurisdiction, may elect to be added as an additional Revolving Additional Borrower under the Revolving Facility by delivering hereunder upon delivery to the Administrative Agent an of a Notice of Additional Borrower Agreement executed as follows: (a) such Borrower Group Member shall be deemed a “Borrower” hereunder and under the Loan Documents with respect to the Revolving Credit Facility subject to the receipt by such Subsidiary the Administrative Agent, in form and substance satisfactory to the Borrower Representative. Such Subsidiary shall for all purposes Administrative Agent, of this Agreement be a Revolving Borrower joinder and a Borrower hereunder after the latest of (i) five (5) Business Days (or such shorter period as any other documentation reasonably requested by the Administrative Agent shall agreewith respect to such Additional Borrower, including any promissory notes requested by a Lender through the Administrative Agent and written opinions of the Loan Parties’ counsel; (b) after delivery of such Additional Borrower Agreement and shall deliver the documents required by Section 5.9 with respect thereto; and (iic) receipt by as a condition to the Lenders and the Administrative Agent effectiveness of any joinder of any Additional Borrower, such Additional Borrower shall deliver all documentation and other information reasonably requested in writing by the Lenders or the Administrative Agent for purposes each Lender within ten Business Days following receipt of complying with all necessary such Notice of Additional Borrower to satisfy requirements under applicable “know your customer” or other similar checks under all applicable laws and regulations anti-money-laundering rules and regulations, including without any written objection submitted by the Lenders or the Administrative Agent within five (5) Business Days of the date of receipt of such documentation and other information; provided that each Additional Borrower shall also be a Guarantor. Any obligations in respect of Borrowings by any Additional Borrower under this Agreement will constitute “Loan Document Obligations” for all purposes of the Loan Documents. Promptly following receipt of any Additional Borrower Agreementlimitation, the Administrative Agent shall send a copy thereof to each LenderPATRIOT Act Canadian Anti-Money Laundering Laws.