Common use of Additional Borrowers Clause in Contracts

Additional Borrowers. With respect to any Subsidiary of ESR OP that, after the Closing Date, acquires or owns, as applicable, an Investment Property secured by Assumed Mortgage Debt in respect of which the Borrowers have requested that a Mortgage Debt Assignment be consummated pursuant to Section 2.03, on or prior to such time that such Mortgage Debt Assignment is consummated, (i) unless already in the possession of the Administrative Agent, deliver to the Administrative Agent the certificates, if any, representing all of the Equity Interests of such Subsidiary owned by the Loan Parties, together with undated stock powers or other 138 appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the holder(s) of such Equity Interests, (2) cause such Subsidiary to execute a joinder agreement to this Agreement in form and substance reasonably satisfactory to the Administrative Agent, (3) to the extent such Subsidiary is not a party to the Pledge Agreement at such time, cause such Subsidiary to execute a joinder agreement to the Pledge Agreement in form and substance reasonably satisfactory to the Administrative Agent, (4) to the extent not previously provided to the Administrative Agent, deliver to the Administrative Agent (x) the items referenced in Section 4.01(a)(iii)(A)-(C), (v), (vi) and (vii) with respect to such Subsidiary and (y) if requested by the Administrative Agent in its reasonable discretion, a favorable opinion of counsel (which counsel shall be reasonably acceptable to the Administrative Agent), addressed to the Administrative Agent and each Lender, as to such matters concerning Subsidiary and the Loan Documents to which Subsidiary is a party as the Administrative Agent may reasonably request¸ (5) provide the Administrative Agent with the U.S. taxpayer identification for such Subsidiary, (6) deliver to the Administrative Agent a Perfection Certificate Supplement, (7) take all other actions reasonably necessary or advisable in the opinion of the Administrative Agent to cause the Lien created by the Pledge Agreement to be duly perfected in accordance with all applicable Laws and (8) provide the Administrative Agent with all documentation and other information that the Administrative Agent or any Lender (through the Administrative Agent) reasonably requests in order to comply with the Administrative Agent’s or such Lender’s obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Act, and the results of any such “know your customer” or similar investigation conducted by the Administrative Agent or any Lender shall be reasonably satisfactory to the Administrative Agent or such Lender.

Additional Borrowers. With respect Any direct or indirect Subsidiary formed or acquired by a Borrower, or joined to any Subsidiary of ESR OP thatthe Main Credit Agreement, the Minnesota Mortgage Facility Credit Agreement or the S▇▇▇▇▇▇ Facility Loan Agreement, after the Closing DateDate (including by division of any existing limited liability company pursuant to a “plan of division” under the Delaware Limited Liability Company Act) shall be subject to the following requirements: (a) within 15 calendar days of such event, acquires or ownsBorrowers will cause to be delivered to Administrative Agent each of the following, as applicable, an Investment Property secured in each case reasonably acceptable to Administrative Agent and, as applicable, duly executed by Assumed Mortgage Debt in respect of which the Borrowers have requested that a Mortgage Debt Assignment be consummated pursuant to Section 2.03, on or prior to such time that such Mortgage Debt Assignment is consummated, parties thereto: (i) unless already in the possession within 15 calendar days of the such event, (A) a Credit Agreement Joinder pursuant to which such Subsidiary shall become, as elected by Administrative Agent and Required Lenders, a Borrower or a Guarantor, together with other Credit Documents requested by Administrative Agent, deliver to the including, if such Subsidiary is a Borrower, all Security Documents and other documents requested by Administrative Agent to establish and preserve the certificatesLien of Collateral Agent in all assets of such Subsidiary; (B) if such Subsidiary is a Borrower, UCC financing statements, Documents (as defined in the UCC) and original collateral (including pledged Capital Stock, other securities and Instruments (as defined in the UCC)) and such other documents and agreements as may be reasonably requested by Administrative Agent, all as necessary or desirable to establish and maintain a valid, perfected Lien in all assets in which such Subsidiary has an interest; and (C) current copies of the Organization Documents of such Subsidiary, resolutions of the board, other governing body thereof, or appropriate committees thereof (and, if anyrequired by such Organization Documents or applicable law, representing all of the Equity Interests of such Subsidiary owned by the Loan Partiesshareholders, together with undated stock powers members or other 138 appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the holder(spartners) of such Equity InterestsPerson authorizing the actions and the execution and delivery of documents described in this Section 8.08, all certified by an appropriate officer as Administrative Agent may elect, and (2ii) cause within 30 calendar days of such event, an opinion of counsel to such Subsidiary addressed to execute a joinder agreement to this Agreement Administrative Agent and the Lenders, in form and substance reasonably satisfactory acceptable to the Administrative Agent. Borrowers will promptly pledge to Collateral Agent, for the benefit of the Secured Parties, (3x) all the Capital Stock of each Subsidiary that is joined as a Borrower held by a Credit Party, and (y) any promissory notes executed after the Closing Date evidencing Indebtedness owing to any Borrower in an amount of $25,000 or more for any one promissory note or $50,000 in the extent aggregate for all such Subsidiary is not a party to the Pledge Agreement at such timepromissory notes, cause such Subsidiary to execute a joinder agreement to the Pledge Agreement in form and substance reasonably satisfactory to the Administrative Agenteach case, (4) to the extent not previously provided to automatically constituting Collateral under the Administrative Agent, deliver to the Administrative Agent Security Agreement; and (xb) the items referenced in Section 4.01(a)(iii)(A)-(C), (v), (vi) and (vii) with respect to such Subsidiary and (y) if requested by the Administrative Agent in its reasonable discretion, a favorable opinion of counsel (which counsel shall be reasonably acceptable to the Administrative Agent), addressed to the Administrative Agent Credit Parties and each Lender, as to such matters concerning Subsidiary and the Loan Documents to which Subsidiary is a party as the Administrative Agent may reasonably request¸ (5) provide the Administrative Agent with the U.S. taxpayer identification for such Subsidiary, (6) deliver to the Administrative Agent a Perfection Certificate Supplement, (7) take all other actions reasonably necessary or advisable in the opinion of the Administrative Agent to cause the Lien created by the Pledge Agreement to be duly perfected in accordance with all applicable Laws and (8) provide the Administrative Agent with all documentation and other information that the Administrative Agent or any Lender (through the Administrative Agent) reasonably requests in order to shall otherwise comply with the Administrative Agent’s or such Lender’s obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Act, and the results of any such “know your customer” or similar investigation conducted by the Administrative Agent or any Lender shall be reasonably satisfactory to the Administrative Agent or such LenderSection 8.10.

Additional Borrowers. With respect to At any time (and in any event within 30 days) that any Person becomes a Material Subsidiary, whether by virtue of a Permitted Acquisition, by an existing Subsidiary meeting the criteria of ESR OP thata Material Subsidiary, after by the Closing DateCompany designating such Subsidiary as a Material Subsidiary or otherwise, acquires or owns, as applicable, an Investment Property secured by Assumed Mortgage Debt in respect of which the Borrowers have requested that a Mortgage Debt Assignment be consummated pursuant to Section 2.03, on or prior to such time that such Mortgage Debt Assignment is consummated, (i) unless already in the possession of notify the Administrative AgentAgent and cause such Person to (a) become a Borrower by executing and delivering to the Administrative Agent a Borrower Joinder Agreement, a Security Joinder Agreement if such Person is a Material Domestic Subsidiary, and to the extent required by any Lender, a Note signed by such Material Subsidiary as a Borrower, and (b) deliver to the Administrative Agent the certificates, if any, representing all documents of the Equity Interests types referred to in clauses (iii) and (iv) of SECTION 4.01(A) and favorable opinions of counsel to such Subsidiary owned Person (which opinion may, unless otherwise requested by the Loan PartiesAdministrative Agent in the exercise of its reasonable discretion, together with undated stock powers or other 138 appropriate instruments of transfer executed and delivered in blank by a duly authorized officer be an opinion of the holder(s) General Counsel of such Equity Intereststhe Company, and which shall in each case cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (2) cause such Subsidiary to execute a joinder agreement to this Agreement a)), all in form form, content and substance scope reasonably satisfactory to the Administrative Agent. Upon delivery and satisfactory review of all the documents required by subsections (a) and (b) above, (3) the Administrative Agent shall deliver to the extent Company, the L/C Issuers and the Lenders a notice specifying the effective date upon which such Material Subsidiary is not shall constitute a party to Borrower hereunder, whereupon each of the Pledge Agreement at parties agrees that each such timeMaterial Subsidiary shall be a Borrower for all purposes of this Agreement. Simultaneously with, cause such Subsidiary to execute a joinder agreement to or prior to, the Pledge Agreement delivery of the items set forth in form and substance reasonably satisfactory to subsection (b) above, the Administrative Agent, (4) to the extent not previously provided to the Administrative Agent, Company shall deliver to the Administrative Agent an updated part (xa) the items referenced in Section 4.01(a)(iii)(A)-(C), (v), (vi) and (vii) with respect to such Subsidiary and (y) if requested by the Administrative Agent in its reasonable discretion, a favorable opinion of counsel (which counsel shall be reasonably acceptable to the Administrative Agent), addressed to the Administrative Agent and each Lender, as to such matters concerning Subsidiary and the Loan Documents to which Subsidiary is a party as the Administrative Agent may reasonably request¸ (5) provide the Administrative Agent with the U.S. taxpayer identification for such Subsidiary, (6) deliver to the Administrative Agent a Perfection Certificate Supplement, (7) take SCHEDULE 5.13 showing all other actions reasonably necessary or advisable in the opinion of the Administrative Agent to cause the Lien created by the Pledge Agreement information required to be duly perfected set forth in accordance with all applicable Laws and (8) provide such Schedule, updated since the Administrative Agent with all documentation and other information that the Administrative Agent or any Lender (through the Administrative Agent) reasonably requests in order to comply with the Administrative Agent’s or such Lender’s obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Act, and the results of any such “know your customer” or similar investigation conducted by the Administrative Agent or any Lender shall be reasonably satisfactory to the Administrative Agent or such Lenderlast delivery thereof.

Additional Borrowers. With respect to Other than any Subsidiary of ESR OP that, after the Closing Date, acquires or owns, as applicable, an Investment Property secured by Assumed Mortgage Debt in respect of which the Borrowers have requested that a Mortgage Debt Assignment be consummated pursuant Borrower set forth on Schedule 7.10 and subject to Section 2.037.9, on or prior to such time Loan Parties shall cause each direct and indirect Subsidiary of a Borrower that such Mortgage Debt Assignment (Y) is consummated, (i) unless already reflected in the possession Financial Statements, or (Z) comingles any of the Administrative Agentits funds with any Borrower, deliver to become, unless otherwise directed by the Administrative Agent the certificatesin writing, if anya Borrower hereunder within 10 days of commencement of operations or its acquisition (in each case, representing all of the Equity Interests of such Subsidiary owned by the Loan Parties, together with undated stock powers or other 138 appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the holder(s) of such Equity Interests, (2) cause such Subsidiary to execute a joinder agreement to this Agreement in form and substance reasonably satisfactory to the Administrative Agent, (3) to the extent such Subsidiary is not a party to the Pledge Agreement at such time, cause such Subsidiary to execute a joinder agreement to the Pledge Agreement in form and substance reasonably satisfactory to the Administrative Agent, (4) to the extent not previously provided to the Administrative Agent, deliver to the Administrative Agent (x) the items referenced in Section 4.01(a)(iii)(A)-(C), (v), (vi) and (vii) with respect to such Subsidiary and (y) if requested which period may be extended by the Administrative Agent in its reasonable discretion). Borrower may also, with the prior written consent of Administrative Agent, join other Subsidiaries of Loan Parties in accordance with the terms of this Section 7.10. The Administrative Agent, in its sole discretion, shall determine if the Eligible Accounts of any Person that becomes a favorable opinion Borrower hereunder will be taken into account for the calculation of counsel (which counsel shall be the Borrowing Base. To the extent that any Loan Party has any Guarantee Obligation to a creditor with respect to such joining Borrower, Loan Parties shall, upon the Administrative Agent’s request, cause such creditor to enter into an intercreditor agreement with the other Loan Parties or other similar document in form and substance reasonably acceptable to the Administrative Agent. To the extent not delivered to Administrative Agent Second Amended and Restated Genesis Revolving Credit Agreement (HUD Facility) CHICAGO/#3103747.13103747.3A (i) deliver to Administrative Agent such modifications to the terms of the Loan Documents (or, to the extent applicable as reasonably determined by Administrative Agent, assumptions, amendments, endorsements or such other documents), addressed in each case in form and substance reasonably satisfactory to the Administrative Agent and as Administrative Agent deems necessary or advisable in order to ensure the following: (A) each LenderSubsidiary of any Loan Party that becomes a Borrower under this Agreement by execution and delivery of a joinder agreement, in form and substance acceptable to Administrative Agent pursuant to which such Subsidiary assumes all of the Obligations of a Borrower hereunder and agrees to be bound to the terms and conditions of this Agreement and the other Loan Documents in the same manner and to the same extent of any other Borrower as if it had been an original signatory hereto or thereof, including but not limited to (1) delivery of revised schedules reflecting updated information regarding such new Borrower, as required, and (2) delivery to Administrative Agent of one or more notes in form and substance substantially similar to the form of Note or amendments or amendment and restatements of any existing Note, evidence of insurance and other such matters concerning Subsidiary and documents, agreements guarantees, modifications, revisions or amendments to the Loan Documents to which Subsidiary is a party as the Administrative Agent may shall reasonably request¸ require to evidence the addition of such Subsidiary as a Borrower; and (5B) provide each Loan Party (including any Person required to become a Borrower pursuant to clause (a) above) shall effectively grant to Administrative Agent, for the Administrative Agent benefit of the Secured Parties, a valid and enforceable first priority security interest in its assets pursuant to the Security Agreement as security for the Obligations of the Loan Parties, subject only to the security interests granted in connection with the U.S. taxpayer identification for such SubsidiaryExisting Facility and, if applicable, in favor of a FHA Mortgagee. (6) deliver to the Administrative Agent a Perfection Certificate Supplement, (7ii) take all other actions reasonably necessary or advisable to ensure the validity or continuing validity of any guaranty for any Obligation or any Lien securing any Obligation, to perfect, maintain, evidence or enforce any Lien securing any Obligation or to ensure such Liens have the same priority as that of the Liens on similar Collateral and other assets set forth in the opinion of Loan Documents executed on the Administrative Agent to cause the Lien created by the Pledge Agreement to be duly perfected in accordance with all applicable Laws and (8) provide the Administrative Agent with all documentation and other information that the Administrative Agent or any Lender (through the Administrative Agent) reasonably requests in order to comply with the Administrative Agent’s or such Lender’s obligations under applicable “know your customer” and anti-money laundering rules and regulationsClosing Date, including the Actfiling of UCC financing statements in such jurisdictions as may be required by the Loan Documents or applicable Requirements of Law, providing title policies, if applicable, in favor of Administrative Agent for the benefit of Lenders, or other actions as Administrative Agent may otherwise reasonably request; and (iii) deliver to Administrative Agent legal opinions relating to the matters described in this Section 7.10, which opinions shall be as reasonably required by, and the results of any such “know your customer” or similar investigation conducted by the Administrative Agent or any Lender shall be in form and substance and from counsel reasonably satisfactory to the to, Administrative Agent or such LenderAgent.

Additional Borrowers. With respect By written notice given to the Administrative Agent with the written consent of all of the Lenders in their sole and absolute discretion, Kinross Canada may designate any wholly-owned Subsidiary as an Additional Borrower and such Subsidiary shall become an Additional Borrower upon the satisfaction of ESR OP that, after the Closing Date, acquires or owns, as applicable, an Investment Property secured by Assumed Mortgage Debt in respect of which the Borrowers have requested that a Mortgage Debt Assignment be consummated pursuant to Section 2.03, on or prior to such time that such Mortgage Debt Assignment is consummated, following conditions: (i) unless already in the possession of the Administrative Agent, Kinross Canada shall forthwith: (A) cause such Subsidiary to duly execute and deliver to the Administrative Agent the certificates, if any, representing all Borrower Guarantee to which it is a party as well as a Borrower Instrument of the Equity Interests of such Subsidiary owned by the Loan Parties, together with undated stock powers or other 138 appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the holder(s) of such Equity Interests, Adhesion; (2B) cause such Subsidiary Subsidiary, as continuing collateral security for its Secured Obligations, to duly execute and deliver to the Administrative Agent the Security Documents to which it is a joinder agreement signatory; (C) deliver, or cause to this Agreement be delivered to, the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent: (I) a duly certified copy of the articles of incorporation, articles of amalgamation or similar documents and by-laws of such Subsidiary; (3II) to a certificate of status or good standing for such Subsidiary issued by the extent appropriate governmental body or agency of the jurisdiction in which such Subsidiary is not incorporated; (III) a party to duly certified copy of the Pledge Agreement at such time, cause resolution of the board of directors of such Subsidiary authorizing it to execute a joinder agreement to the Pledge Agreement in form and substance reasonably satisfactory to the Administrative Agent, (4) to the extent not previously provided to the Administrative Agentexecute, deliver and perform its obligations under each Credit Document to which such Subsidiary is a signatory and a duly certified copy of the resolution of the board of directors (if required under the constating documents or by-laws of such Subsidiary) of such Subsidiary authorizing the pledge of all of its issued and outstanding shares to the Administrative Agent (x) the items referenced in Section 4.01(a)(iii)(A)-(C), (v), (vi) and (vii) with respect to such Subsidiary and (y) if requested any subsequent disposition thereof by the Administrative Agent in its reasonable discretionrealizing on the security therein constituted by the relevant Security Documents; (IV) a certificate of an officer of such Subsidiary, in such capacity, setting forth specimen signatures of the individuals authorized to sign the Credit Documents to which such Subsidiary is a favorable signatory; (V) share certificates representing all of the issued and outstanding such Subsidiary, in each case duly endorsed in blank for transfer or attached to duly executed stock transfers and powers of attorney; (VI) copies of insurance policies, riders and endorsements, insurance binders, certificates of insurance and statements of coverage with respect to the insurance referred to in Section 11.1(d); (VII) an opinion of such Subsidiary's counsel (which counsel shall be reasonably acceptable addressed to the Administrative Agent)Lenders, addressed to the Administrative Agent and each Lenderits counsel, as relating to the status and capacity of such matters concerning Subsidiary Subsidiary, the due authorization, execution and delivery and the Loan validity and enforceability of the Credit Documents to which such Subsidiary is a party in the jurisdiction of incorporation of such Subsidiary and in the Province of Ontario and such other matters as the Administrative Agent may reasonably request¸ request; and (5VIII) provide an opinion of the Administrative Agent's counsel with respect to such matters as may be reasonably required by the Administrative Agent in connection with such Subsidiary (including, without limitation, the U.S. taxpayer identification for legality, validity and binding nature of the obligations of such Subsidiary under, and the enforceability against such Subsidiary of, the Credit Documents which are governed by the laws of the Province of Ontario); (ii) Kinross Canada shall forthwith cause such additional Security Documents or amendments to existing Security Documents to be executed and delivered to permit the pledge of the shares of such Subsidiary; (iii) the Administrative Agent and its counsel shall be satisfied, acting reasonably, that all necessary approvals, acknowledgements, directions and consents have been given and that all relevant laws have been complied with in respect of all agreements and transactions referred to herein; and (6iv) deliver all documents and instruments shall have been properly registered, recorded and filed in all places which, searches shall have been conducted in all jurisdictions which, and deliveries of all consents, approvals, acknowledgements, undertakings, directions, negotiable documents of title and other documents and instruments to the Administrative Agent a Perfection Certificate Supplementshall have been made which, (7) take all other actions reasonably necessary or advisable in the opinion of the Administrative Agent Agent's counsel, acting reasonably, are desirable or required to cause make effective the Lien Security created or intended to be created by the Pledge Agreement to be duly perfected such Subsidiary in accordance with all applicable Laws and (8) provide favour of the Administrative Agent with all documentation pursuant to the Security Documents and other information that to ensure the Administrative Agent or any Lender (through the Administrative Agent) reasonably requests in order to comply with the Administrative Agent’s or such Lender’s obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Act, perfection and the results intended first-ranking priority of any such “know your customer” or similar investigation conducted by the Administrative Agent or any Lender shall be reasonably satisfactory to the Administrative Agent or such Lendersecurity.

Additional Borrowers. With respect to any Wholly-Owned Subsidiary of ESR OP a Loan Party that, after the Closing Date, acquires (x) owns any Investment Assets that are included in the Borrowing Base and/or (y) has invested, directly or ownsindirectly, as applicable, an in any Person that owns Investment Property secured by Assumed Mortgage Debt Assets that are included in respect of which the Borrowers have requested that a Mortgage Debt Assignment be consummated pursuant to Section 2.03Borrowing Base, on or prior to such time that as such Mortgage Debt Assignment is consummated, Investment Assets are included in the Borrowing Base (to the extent any such actions have not previously been taken) (i) unless already in the possession of the Administrative Agent, deliver to the Administrative Agent the certificates, if any, representing all of the Equity Interests of such Subsidiary owned by the Loan PartiesWholly-Owned Subsidiary, together with undated stock powers or other 138 appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the holder(s) of such Equity Interests, (2ii) cause such Wholly-Owned Subsidiary to execute a joinder agreement to this Agreement and to the Pledge and Security Agreement, in each case in form and substance reasonably satisfactory to the Administrative Agent, (3iii) to the extent such Subsidiary is not a party to the Pledge Agreement at such time, cause such Subsidiary to execute a joinder agreement to the Pledge Agreement in form and substance reasonably satisfactory to the Administrative Agent, (4) to the extent not previously provided to the Administrative Agent, deliver to the Administrative Agent (x) the items referenced in Section 4.01(a)(iii)(A)-(C4.01(a)(iii), (iv), (v), (vi) and (viivi) with respect to such Wholly-Owned Subsidiary and (y) if requested by the Administrative Agent in its reasonable discretion, a favorable opinion of counsel (which counsel shall be reasonably acceptable to the Administrative Agent), addressed to the Administrative Agent and each Lender, as to such matters concerning Subsidiary and the Loan Documents to which Subsidiary is a party as the Administrative Agent may reasonably request¸ (5iv) provide the Administrative Agent with the U.S. taxpayer identification for such SubsidiaryWholly-Owned Subsidiary (or the equivalent thereof, in the event such Wholly-Owned Subsidiary is not organized under the laws of the United States, any State thereof or the District of Columbia) and (6) deliver to the Administrative Agent a Perfection Certificate Supplement, (7v) take all other actions reasonably necessary or advisable in the opinion of the Administrative Agent to cause the Lien created by the Pledge and Security Agreement to be duly perfected in accordance with all applicable Laws and (8) provide the Administrative Agent with all documentation and other information that the Administrative Agent or any Lender (through the Administrative Agent) reasonably requests in order to comply with the Administrative Agent’s or such Lender’s obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Act, and the results of any such “know your customer” or similar investigation conducted by the Administrative Agent or any Lender shall be reasonably satisfactory to the Administrative Agent or such LenderLaws.

Additional Borrowers. With respect to any Subsidiary of ESR OP that(a) If, after the Closing Date, acquires or owns, as applicable, an Investment Property secured by Assumed Mortgage Debt in respect of which the Borrowers have requested a Domestic Subsidiary that is not a Mortgage Debt Assignment be consummated pursuant to Section 2.03, on or prior to such time that such Mortgage Debt Assignment is consummated, Borrower (i) unless already owns an Unencumbered Eligible Project, (ii) receives fees under a Management Contract or (iii) is a Wholly-Owned REIT Subsidiary, then the Company shall (w) cause such Domestic Subsidiary to become a Borrower under this Agreement and to execute and deliver a joinder agreement in substantially the possession form of Exhibit F, (x) as and to the extent requested by the Administrative Agent, deliver to the Administrative Agent the certificates, if any, representing all of the Equity Interests of such Subsidiary owned by the Loan Parties, together with undated stock powers or other 138 appropriate instruments of transfer executed and delivered items referenced in blank by a duly authorized officer of the holder(s) of such Equity InterestsSection 4.01(a)(iv), (2v) cause and (vii) with respect to such Subsidiary to execute a joinder agreement to this Agreement in form and substance reasonably satisfactory to the Administrative AgentDomestic Subsidiary, (3y) as and to the extent such Subsidiary is not a party to the Pledge Agreement at such time, cause such Subsidiary to execute a joinder agreement to the Pledge Agreement in form and substance reasonably satisfactory to the Administrative Agent, (4) to the extent not previously provided to requested by the Administrative Agent, deliver to the Administrative Agent (x) the items referenced in Section 4.01(a)(iii)(A)-(C), (v), (vi) and (vii) with respect to such Subsidiary and (y) if requested by the Administrative Agent in its reasonable discretion, a favorable opinion of counsel (to such Domestic Subsidiary, which counsel shall be reasonably acceptable to the Administrative Agent), addressed to the Administrative Agent and each Lender, as to such matters concerning such Domestic Subsidiary and the Loan Documents to which Subsidiary is a party as the Administrative Agent may reasonably request¸ request and (5z) provide the Administrative Agent with the U.S. taxpayer identification number for such Domestic Subsidiary. (b) Notwithstanding anything contained herein to the contrary, if at any time any Person that is not a Borrower becomes a borrower under the Existing Credit Agreement, then the Company shall contemporaneously therewith (w) cause such Person to become a Borrower under this Agreement and to execute and deliver a joinder agreement in substantially the form of Exhibit F, (6x) as and to the extent requested by the Administrative Agent, deliver to the Administrative Agent the items referenced in Section 4.01(a)(iv), (v) and (vii) with respect to such Person, (y) as and to the extent requested by the Administrative Agent, deliver to the Administrative Agent a Perfection Certificate Supplement, (7) take all other actions reasonably necessary or advisable in the favorable opinion of counsel to such Person, which counsel shall be reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender, as to cause such matters concerning such Person and the Lien created by Loan Documents as the Pledge Agreement to be duly perfected in accordance with all applicable Laws Administrative Agent may reasonably request and (8) z) provide the Administrative Agent with all documentation and other information that the Administrative Agent or any Lender (through the Administrative Agent) reasonably requests in order to comply with the Administrative Agent’s or U.S. taxpayer identification number for such Lender’s obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Act, and the results of any such “know your customer” or similar investigation conducted by the Administrative Agent or any Lender shall be reasonably satisfactory to the Administrative Agent or such LenderPerson.

Additional Borrowers. With respect to any Any wholly owned Subsidiary of ESR OP that, the Company may be joined as a Borrower hereunder after the Closing Date, acquires or owns, as applicable, an Investment Property secured by Assumed Mortgage Debt in respect of which the Borrowers have requested that a Mortgage Debt Assignment be consummated pursuant to Section 2.03, on or prior to such time that such Mortgage Debt Assignment is consummated, Effective Date if: (i) unless already in the possession of the Administrative Agent, deliver to the Administrative Agent the certificates, if any, representing all of the Equity Interests of such Subsidiary owned by the Loan Parties, together with undated stock powers or other 138 appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the holder(s) of such Equity Interests, (2) cause such Subsidiary to execute a joinder agreement to this Agreement in form and substance reasonably satisfactory to the Administrative Agent, (3) to the extent such Subsidiary is not a party to the Pledge Agreement at such time, cause such Subsidiary to execute a joinder agreement to the Pledge Agreement in form and substance reasonably satisfactory to the Administrative Agent, (4) to the extent not previously provided to the Administrative Agent, deliver to the Administrative Agent (x) the items referenced in Section 4.01(a)(iii)(A)-(C), (v), (vi) and (vii) with respect to such Subsidiary and (y) if requested by the Administrative Agent in its reasonable discretion, a favorable opinion of counsel (which counsel shall be reasonably acceptable to the Administrative Agent), addressed The Company provides prior written notice thereof to the Administrative Agent and each Lender, the Lenders thereof; (ii) The addition of such Subsidiary as to such matters concerning Subsidiary and the Loan Documents to which Subsidiary is a party as the Administrative Agent may reasonably request¸ Borrower hereunder will not: (5x) provide the Administrative Agent with the U.S. taxpayer identification for such Subsidiaryresult in any adverse events occurring under Section 2.14, (6y) deliver to the Administrative Agent a Perfection Certificate Supplementany additional amounts being payable under Section 2.14 or 2.16, or (7z) take all result in any other actions reasonably necessary adverse legal or advisable in the opinion of the Administrative Agent to cause the Lien created by the Pledge Agreement to be duly perfected in accordance with all applicable Laws and (8) provide the Administrative Agent with all documentation and other information that tax impact on the Administrative Agent or any Lender (through the Administrative Agent) reasonably requests in order to comply with the Administrative Agent’s or such Lender’s obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Act, and the results of any such “know your customer” or similar investigation conducted by the Administrative Agent or causing any Lender shall be reasonably satisfactory to obtain any additional licenses to make or maintain any Loans to the proposed Borrower); (iii) Such Subsidiary executes and delivers to the Administrative Agent an agreement (substantially in the form of Exhibit H hereto) joining such Subsidiary as a Borrower hereunder and all other documentation as the Administrative Agent may require to evidence the authority of such Subsidiary to execute, deliver and perform such agreement and the other Loan Documents to which it is a party and to evidence the existence and good standing of such Subsidiary; (iv) Such Subsidiary delivers to the Administrative Agent a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the date of the applicable joinder agreement) of counsel reasonably acceptable to the Administrative Agent covering the matters set CREDIT AGREEMENT, Page 61 forth in Sections 3.01, 3.02, 3.03 and 3.18 and such other matters relating to such Subsidiary, the Loan Documents or the Transactions as the Required Lenders shall reasonably request (the Borrowers hereby requests such Lendercounsel to deliver such opinion); and (v) The Administrative Agent and the Lenders otherwise approve in writing the addition of such Subsidiary as a Borrower hereunder, which approval shall not be unreasonably withheld or delayed. Upon satisfaction of the requirements set forth in subclauses (i) through (v) above, the Administrative Agent shall promptly send a written notice (substantially in the form of Exhibit I hereto) to the Company and the Lenders and thereafter the applicable Subsidiary shall be a Borrower under the terms of this Agreement and the other applicable Loan Documents. The Administrative Agent and the Lenders agree not to charge any administrative or arrangement fee solely to add a Subsidiary as a Borrower pursuant to this Section 5.10(a) provided the Company agrees to pay all reasonable expenses and costs incurred in connection with the addition of any such Borrower (including all reasonable fees, charges and disbursements of counsel for the Administrative Agent).

Additional Borrowers. With respect to any Subsidiary of ESR OP that, after the Closing Date, acquires or owns, as applicable, an Investment Property secured by Assumed Mortgage Debt in respect of which the Borrowers have requested that a Mortgage Debt Assignment be consummated pursuant to Section 2.03, on or prior to such time that such Mortgage Debt Assignment is consummated, (i) unless already in the possession of the Administrative Agent, deliver to the Administrative Agent the certificates, if any, representing all of the Equity Interests of such Subsidiary owned by the Loan Parties, together with undated stock powers or other 138 appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the holder(s) of such Equity Interests, (2) cause such Subsidiary to execute a joinder agreement to this Agreement in form and substance reasonably satisfactory to the Administrative Agent, (3) to the extent such Subsidiary is not a party to the Pledge Agreement at such time, cause such Subsidiary to execute a joinder agreement to the Pledge Agreement in form and substance reasonably satisfactory to the Administrative Agent, (4) to the extent not previously provided to the Administrative Agent, deliver to the Administrative Agent (x) the items referenced in Section 4.01(a)(iii)(A)-(C), (v), (vi) and (vii) with respect to such Subsidiary and (y) if requested by the Administrative Agent in its reasonable discretion, a favorable opinion of counsel (which counsel shall be reasonably acceptable to the Administrative Agent), addressed to the Administrative Agent and each Lender, as to such matters concerning Subsidiary and the Loan Documents to which Subsidiary is a party as the Administrative Agent may reasonably request¸ (5) provide the Administrative Agent with the U.S. taxpayer identification for such Subsidiary, (6) deliver to the Administrative Agent a Perfection Certificate Supplement, (7) take all other actions reasonably necessary or advisable in the opinion of the Administrative Agent to cause the Lien created by the Pledge Agreement to be duly perfected in accordance with all applicable Laws and (8) provide the Administrative Agent with all documentation and other information that the Administrative Agent or any Lender (through the Administrative Agent) reasonably requests in order to comply with the Administrative Agent’s or such Lender’s obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Act, and the results of any such “know your customer” or similar investigation conducted by the Administrative Agent or any Lender shall be reasonably satisfactory to the Administrative Agent or such Lender.

Additional Borrowers. With respect Except as otherwise provided in Section 10.1(j) or 10.1(k) and subject to any applicable limitations set forth in the Security Documents, if any direct or indirect Domestic Subsidiary of ESR OP that, (excluding any Excluded Subsidiary) is formed or otherwise purchased or acquired after the Closing Date, acquires or owns, as applicable, an Investment Property secured by Assumed Mortgage Debt in respect of which the Borrowers have requested that a Mortgage Debt Assignment be consummated Third Restatement Effective Date (including pursuant to Section 2.03a Permitted Acquisition or Investment not prohibited hereby) or any other Domestic Subsidiary ceases to constitute an Excluded Subsidiary, on then the Parent Borrower will, within ninety (90) days (or prior such longer period as may be agreed to such time that such Mortgage Debt Assignment is consummated, (i) unless already in the possession of the Administrative Agent, deliver to the Administrative Agent the certificates, if any, representing all of the Equity Interests of such Subsidiary owned by the Loan PartiesCollateral Agent in its reasonable discretion) after (x) such newly formed, together with undated stock powers purchased or acquired Domestic Subsidiary is formed, purchased or acquired or (y) such other 138 appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the holder(s) of such Equity InterestsDomestic Subsidiary ceases to constitute an Excluded Subsidiary, (2) cause such Subsidiary Domestic Subsidiary, to execute a joinder agreement to this Agreement in order to become a Subsidiary Borrower and a supplement to the Security Agreement (or an alternative security agreement in relation to the Obligations reasonably acceptable to the Collateral Agent) in order to become a grantor under the Security Agreement or, to the extent reasonably requested by the Collateral Agent subject to Section 3.2(a) of the Security Agreement, enter into a new Security Document substantially consistent with the analogous existing Security Documents and otherwise in form and substance reasonably satisfactory to the Administrative such Collateral Agent, (3) to the extent such Subsidiary provide documentation and information as is not a party to the Pledge Agreement at such time, cause such Subsidiary to execute a joinder agreement to the Pledge Agreement reasonably requested in form and substance reasonably satisfactory to the Administrative Agent, (4) to the extent not previously provided to the Administrative Agent, deliver to the Administrative Agent (x) the items referenced in Section 4.01(a)(iii)(A)-(C), (v), (vi) and (vii) with respect to such Subsidiary and (y) if requested writing by the Administrative Agent in its reasonable discretion, or a favorable opinion of counsel (which counsel shall be reasonably acceptable to Lender about the Administrative Agent), addressed to the Administrative Agent and each Lender, as to such matters concerning Subsidiary and the Loan Documents to which Subsidiary is a party as the Administrative Agent may reasonably request¸ (5) provide the Administrative Agent with the U.S. taxpayer identification for such Subsidiary, (6) deliver to the Administrative Agent a Perfection Certificate Supplement, (7) take all other actions reasonably necessary or advisable in the opinion of the Administrative Agent to cause the Lien created by the Pledge Agreement Borrower mutually agreed to be duly perfected in accordance with all applicable Laws and (8) provide the Administrative Agent with all documentation and other information that the Administrative Agent or any Lender (through the Administrative Agent) reasonably requests in order to comply with the Administrative Agent’s or such Lender’s obligations required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Act, Patriot Act and the results of any such “know your customer” or similar investigation conducted take all other action reasonably requested by the Administrative Collateral Agent or any Lender shall be reasonably satisfactory to grant a perfected security interest in its assets to substantially the Administrative Agent or such Lendersame extent as the Credit Parties on the Original Closing Date.

Additional Borrowers. With respect to Concurrently with the acquisition or creation of any Subsidiary in connection with a Permitted Acquisition funded, in whole or in part, with the proceeds of ESR OP thatIncremental Advance Loans,If the closing of the Vireo Acquisition occurs, after concurrently therewith cause to be delivered to the Closing Date, acquires or ownsAdministrative Agent each of the following, as applicable, an Investment Property secured in each case reasonably acceptable to the Administrative Agent and, as applicable, duly executed by Assumed Mortgage Debt in the parties thereto: (ai) a joinder agreement with respect of which the Borrowers have requested that a Mortgage Debt Assignment be consummated to this Agreement from each Subsidiary created or acquired pursuant to Section 2.03the Vireo Acquisition, on or prior pursuant to which such time that Subsidiary shall become a Guarantor (such Mortgage Debt Assignment is consummatedSubsidiaries, (i) unless already in the possession of “Vireo Guarantors”), together with other Credit Documents reasonably requested by the Administrative Agent, deliver to including all Security Documents and other documents reasonably requested by the Administrative Agent to establish and preserve the certificates, if any, representing all Lien of the Equity Interests Collateral Agent in all Collateral of such Subsidiary Subsidiary, subject to any limitations on Collateral set forth in the Security Agreement; (b, the Vireo Credit Documents or the Vireo Intercreditor Agreement; (ii) with respect to each parcel of Real Property owned by the Loan Parties, together with undated stock powers such Subsidiary or other 138 appropriate instruments of transfer executed and delivered in blank for which ownership is obtained by a duly authorized officer of Credit Party pursuant to the holder(s) of such Equity InterestsVireo Acquisition and which has previously been pledged as collateral to the Vireo Collateral Agent, (2A) cause a valid second-priority Mortgage, (B) an appraisal by an independent appraiser selected by the Administrative Agent, with each such Subsidiary to execute a joinder agreement to this Agreement appraisal being procured at Borrowers’ expense and in form and substance reasonably satisfactory acceptable to the Administrative Agent, (3C) an ALTA Policy for Title Insurance issued by a title company reasonably acceptable to the extent such Subsidiary is not a party to the Pledge Agreement at such timeAdministrative Agent, cause such Subsidiary to execute a joinder agreement to the Pledge Agreement in form and substance reasonably satisfactory acceptable to the Administrative Agent, or marked commitment therefor, without a survey or other exception unless acceptable to the Administrative Agent, (4D) to the extent not previously provided to if reasonably requested by the Administrative Agent, deliver to the Administrative Agent (x) the items referenced in Section 4.01(a)(iii)(A)-(C)an environmental site assessment, (v), (vi) and (vii) with respect to such Subsidiary and (yE) if reasonably requested by the Administrative Agent in its reasonable discretionAgent, a favorable zoning report, zoning endorsement, zoning conformation from the applicable Governmental Authority or similar document, in each case, confirming such Real Property is zoned for the business conducted by the applicable Person on such Real Property, and (F) if reasonably requested by the Administrative Agent, if such Real Property is in a flood zone, a flood notification form signed by the owner of such Real Property and evidence that flood insurance is in place for the buildings and their contents located thereon; (iii) UCC and PPSA, as applicable, financing statements, Documents (as defined in the UCC), ‘documents of title’ (as defined in the PPSA) and original collateral (including pledged Capital Stock, other securities and Instruments (as defined in the UCC and PPSA, as applicable)) and such other documents and agreements as may be reasonably requested by the Administrative Agent, all as necessary or desirable to establish and maintain a valid, perfected Lien in all Collateral in which such Subsidiary has an interest consistent with the terms of the Vireo Credit Documents executed on the Signing Date or the Restatement Date (and subject to any limitations on Collateral set forth therein or in the Vireo Credit Documents or the Vireo Intercreditor Agreement); (civ) if reasonably requested by the Administrative Agent, an opinion of counsel (which counsel shall be reasonably acceptable to the Administrative Agent), such Subsidiary addressed to the Administrative Agent and each Lenderthe Lenders, as in form and substance reasonably consistent with the opinion letters delivered by counsel for the Borrowers on the Restatement DateBorrower on the Third Amendment Effective Date or covering matters relating to the applicable Mortgage; provided, that, to the extent U.S. Federal Cannabis Laws change following the RestatementThird Amendment Effective Date in a manner allowing for the issuance of a legal opinion in customary form for a non-cannabis company, such matters concerning Subsidiary opinion letter shall be in such customary form and otherwise acceptable to the Administrative Agent; (dv) current copies of the Organization Documents of such Subsidiary, resolutions of the Board of Directors, partners, or appropriate committees thereof (and, if required by such Organization Documents or applicable law, of the shareholders, members or partners) of such Person authorizing the actions and the Loan Documents to which Subsidiary is a party execution and delivery of documents described in this Section 8.10(b), all certified by an appropriate officer as the Administrative Agent may reasonably request¸ elect; and (5vi) provide updated Schedules 7.12, 7.15, 7.25, 7.27(a), 7.27(b) and 7.27(c) reflecting the Administrative Agent with the U.S. taxpayer identification for such Subsidiary, (6) deliver to the Administrative Agent a Perfection Certificate Supplement, (7) take all other actions reasonably necessary or advisable in the opinion consummation of the Administrative Agent to cause the Lien created by the Pledge Agreement to be duly perfected in accordance with all applicable Laws and (8) provide the Administrative Agent with all documentation and other information that the Administrative Agent or any Lender (through the Administrative Agent) reasonably requests in order to comply with the Administrative Agent’s or such Lender’s obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Act, and the results of any such “know your customer” or similar investigation conducted by the Administrative Agent or any Lender shall be reasonably satisfactory to the Administrative Agent or such LenderVireo Acquisition.

Additional Borrowers. With respect to Other than any Subsidiary of ESR OP that, after the Closing Date, acquires or owns, as applicable, an Investment Property secured by Assumed Mortgage Debt in respect of which the Borrowers have requested that a Mortgage Debt Assignment be consummated pursuant Borrower set forth on Schedule 7.10 and subject to Section 2.037.9, on or prior to such time Loan Parties shall cause each direct and indirect Subsidiary of a Borrower that such Mortgage Debt Assignment (Y) is consummated, (i) unless already reflected in the possession Financial Statements, or (Z) comingles any of the Administrative Agentits funds with any Borrower, deliver to become, unless otherwise directed by the Administrative Agent the certificatesin writing, if anya Borrower hereunder within 10 days of commencement of operations or its acquisition (in each case, representing all of the Equity Interests of such Subsidiary owned by the Loan Parties, together with undated stock powers or other 138 appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the holder(s) of such Equity Interests, (2) cause such Subsidiary to execute a joinder agreement to this Agreement in form and substance reasonably satisfactory to the Administrative Agent, (3) to the extent such Subsidiary is not a party to the Pledge Agreement at such time, cause such Subsidiary to execute a joinder agreement to the Pledge Agreement in form and substance reasonably satisfactory to the Administrative Agent, (4) to the extent not previously provided to the Administrative Agent, deliver to the Administrative Agent (x) the items referenced in Section 4.01(a)(iii)(A)-(C), (v), (vi) and (vii) with respect to such Subsidiary and (y) if requested which period may be extended by the Administrative Agent in its reasonable discretion). Borrower may also, with the prior written consent of Administrative Agent, join other Subsidiaries of Loan Parties in accordance with the terms of this Section 7.10. The Administrative Agent, in its sole discretion, shall determine if the Eligible Accounts of any Person that becomes a favorable opinion Borrower hereunder will be taken into account for the calculation of counsel (which counsel shall be the Borrowing Base. To the extent that any Loan Party has any Guarantee Obligation to a creditor with respect to such joining Borrower, Loan Parties shall, upon the Administrative Agent’s request, cause such creditor to enter into an intercreditor agreement with the other Loan Parties or other similar document in form and substance reasonably acceptable to the Administrative Agent. To the extent not delivered to Administrative Agent on or before the Closing Date (including in respect of after-acquired property and Persons that become Subsidiaries of any Loan Party after the Closing Date), addressed each Loan Party shall, promptly, do each of the following, unless otherwise agreed by Administrative Agent: (i) deliver to Administrative Agent such modifications to the terms of the Loan Documents (or, to the extent applicable as reasonably determined by Administrative Agent, assumptions, amendments, endorsements or such other documents), in each case in form and substance reasonably satisfactory to Administrative Agent and as Administrative Agent deems necessary or advisable in order to ensure the following: (A) each LenderSubsidiary of any Loan Party that becomes a Borrower under this Agreement by execution and delivery of a joinder agreement, in form and substance acceptable to Administrative Agent pursuant to which such Subsidiary assumes all of the Obligations of a Borrower hereunder and agrees to be bound to the terms and conditions of this Agreement and the other Loan Documents in the same manner and to the same extent of any other Borrower as if it had been an original signatory hereto or thereof, including but not limited to (1) delivery of revised schedules reflecting updated information regarding such new Borrower, as required, and (2) delivery to Administrative Agent of one or more notes in form and substance substantially similar to the form of Note or amendments or amendment and restatements of any existing Note, evidence of insurance and other such matters concerning Subsidiary and documents, agreements guarantees, modifications, revisions or amendments to the Loan Documents to which Subsidiary is a party as the Administrative Agent may shall reasonably request¸ require to evidence the addition of such Subsidiary as a Borrower; and (5B) provide each Loan Party (including any Person required to become a Borrower pursuant to clause (a) above) shall effectively grant to Administrative Agent, for the Administrative Agent benefit of the Secured Parties, a valid and enforceable first priority security interest in its assets pursuant to the Security Agreement as security for the Obligations of the Loan Parties, subject only to the security interests granted in connection with the U.S. taxpayer identification for such SubsidiaryExisting Facility and, if applicable, in favor of a FHA Mortgagee. (6) deliver to the Administrative Agent a Perfection Certificate Supplement, (7ii) take all other actions reasonably necessary or advisable to ensure the validity or continuing validity of any guaranty for any Obligation or any Lien securing any Obligation, to perfect, maintain, evidence or enforce any Lien securing any Obligation or to ensure such Liens have the same priority as that of the Liens on similar Collateral and other assets set forth in the opinion of Loan Documents executed on the Administrative Agent to cause the Lien created by the Pledge Agreement to be duly perfected in accordance with all applicable Laws and (8) provide the Administrative Agent with all documentation and other information that the Administrative Agent or any Lender (through the Administrative Agent) reasonably requests in order to comply with the Administrative Agent’s or such Lender’s obligations under applicable “know your customer” and anti-money laundering rules and regulationsClosing Date, including the Actfiling of UCC financing statements in such jurisdictions as may be required by the Loan Documents or applicable Requirements of Law, providing title policies, if applicable, in favor of Administrative Agent for the benefit of Lenders, or other actions as Administrative Agent may otherwise reasonably request; and (iii) deliver to Administrative Agent legal opinions relating to the matters described in this Section 7.10, which opinions shall be as reasonably required by, and the results of any such “know your customer” or similar investigation conducted by the Administrative Agent or any Lender shall be in form and substance and from counsel reasonably satisfactory to the to, Administrative Agent or such LenderAgent.

Additional Borrowers. With respect From time to time following the Signing Date and when no Default or Event of Default exists, Parent and Company (and each other Borrower then a party to this Agreement) may jointly designate one or more additional Wholly-Owned Subsidiaries as additional co-borrowers under the Aggregate Commitments in accordance with the provisions of this Section 2.9. Prior to the effectiveness of any Subsidiary of ESR OP thatsuch designation each such additional Borrower shall have duly authorized, after the Closing Date, acquires or owns, as applicable, an Investment Property secured by Assumed Mortgage Debt in respect of which the Borrowers have requested that a Mortgage Debt Assignment be consummated pursuant to Section 2.03, on or prior to such time that such Mortgage Debt Assignment is consummated, (i) unless already in the possession of the Administrative Agent, deliver executed and delivered to the Administrative Agent the certificates, if any, representing all each of the Equity Interests of such Subsidiary owned by following: (a) an Election to Become a Borrower, setting forth the Loan Partiesproposed Aggregate Sublimit for that Borrower, together with undated stock powers or such other 138 appropriate instruments of transfer executed documents, certificates, resolutions, opinions and delivered in blank by a duly authorized officer of the holder(s) of such Equity Interests, (2) cause such Subsidiary to execute a joinder agreement to this Agreement in form and substance reasonably satisfactory to the Administrative Agent, (3) to the extent such Subsidiary is not a party to the Pledge Agreement at such time, cause such Subsidiary to execute a joinder agreement to the Pledge Agreement in form and substance reasonably satisfactory to the Administrative Agent, (4) to the extent not previously provided to the Administrative Agent, deliver to the Administrative Agent (x) the items referenced in Section 4.01(a)(iii)(A)-(C), (v), (vi) and (vii) with respect to such Subsidiary and (y) if requested by the Administrative Agent in its reasonable discretion, a favorable opinion of counsel (which counsel shall be reasonably acceptable to the Administrative Agent), addressed to the Administrative Agent and each Lender, as to such matters concerning Subsidiary and the Loan Documents to which Subsidiary is a party other assurances as the Administrative Agent may reasonably request¸ require in connection therewith; and (5b) provide Committed Advance Notes and Swing Line Documents. Promptly following the submission of the foregoing documents, the Administrative Agent with shall inform the U.S. taxpayer identification Lenders of the proposed designation and the proposed Aggregate Sublimit for that Borrower. Unless the Requisite Lenders have objected in writing to the proposed designee or Aggregate Sublimit within ten Business Days following such Subsidiary, (6) deliver to notice from the Administrative Agent a Perfection Certificate Supplement, (7) take all other actions reasonably necessary or advisable which objection may be in the opinion sole discretion of each Lender), the Administrative Agent to cause shall notify the Lien created by the Pledge Agreement to be duly perfected in accordance with all applicable Laws and (8) provide the Administrative Agent with all documentation and other information Borrowers that the Administrative Agent or any Lender (through appointment is accepted, whereupon the Administrative Agent) reasonably requests in order to comply proposed new Borrower shall be a Borrower for all purposes of this Agreement, with the Administrative Agent’s or such Lender’s obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Act, and the results of any such “know your customer” or similar investigation conducted by the Administrative Agent or any Lender shall be reasonably satisfactory Aggregate Sublimit set forth in its Election to the Administrative Agent or such LenderBecome a Borrower.