Common use of Designation of a Subsidiary Borrower Clause in Contracts

Designation of a Subsidiary Borrower. The designation of a U.S. Subsidiary or a Canadian Subsidiary as a Borrower pursuant to Section 2.25 is subject to the condition precedent that the Company or such proposed Borrower shall have furnished or caused to be furnished to the Administrative Agent (unless waived by the Required Lenders, the Administrative Agent and the FILO Agent) (the date on which such Subsidiary is joined, the “Joinder Date”): (a) Execution and delivery of a Joinder Agreement; (b) Copies, certified by the Secretary or Assistant Secretary (or such other officer or representative acceptable to the Administrative Agent) of such Subsidiary, of its Board of Directors’ resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for the Administrative Agent) approving the Borrowing Subsidiary Agreement and any other Loan Documents to which such Subsidiary is becoming a party and such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of such Subsidiary; (c) An incumbency certificate, executed by the Secretary or Assistant Secretary (or such other officer or representative acceptable to the Administrative Agent) of such Subsidiary, which shall identify by name and title and bear the signature of the officers of such Subsidiary authorized to request Borrowings hereunder and sign the Borrowing Subsidiary Agreement and the other Loan Documents to which such Subsidiary is becoming a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Company or such Subsidiary; (d) Opinions of counsel to such Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent and its counsel, with respect to the laws of its jurisdiction of organization and such other matters as are reasonably requested by counsel to the Administrative Agent and addressed to the Administrative Agent and the Lenders; (e) Any promissory notes requested by any ▇▇▇▇▇▇, and any other instruments and documents reasonably requested by the Administrative Agent; (f) The Administrative Agent shall have received the results of a recent lien search in each jurisdiction reasonably requested by the Administrative Agent, and such search shall reveal no Liens on any of the assets of the Loan Parties except for Liens permitted by Section 6.02 or discharged on or prior to the Joinder Date pursuant to a pay-off letter or other documentation satisfactory to the Administrative Agent; (g) Evidence of insurance coverage with respect to such Subsidiary, in form, scope and substance evidencing compliance with the terms of any applicable Loan Document; (h) A notice from the Company setting forth the Funding Accounts of such Subsidiary to which the Lenders are authorized to transfer the proceeds of any Borrowings requested or authorized pursuant to this Agreement; (i) Prior to the initial Borrowing hereunder by such Subsidiary (but without limiting or further conditioning the right of any other Borrower to request or obtain a Borrowing under Section 4.02), satisfactory appraisals of Inventory and field exams from Acceptable Appraisers (which shall not count towards the limitations on appraisals or field exams set forth herein) and a Borrowing Base Certificate redetermining the Revolving Borrowing Base and the FILO Borrowing Base, as of a date reasonably near but on or prior to the Joinder Date; (j) Each document (including any UCC or PPSA financing statement) required by the Collateral Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of itself, the Lenders and the other Secured Parties, a perfected Lien on the Collateral of such Subsidiary described therein, prior and superior in right to any other Person (other than with respect to Liens expressly permitted by Section 6.02), shall be in proper form for filing, registration or recordation; (k) Payment of all fees required to be paid and all expenses for which invoices have been presented (including, without limitation, the reasonable and documented fees and expenses of legal counsel), in each case, in connection with the designation of such Subsidiary as a Borrower; and (i) The Administrative Agent shall have received, at least five (5) days prior to the Joinder Date, all documentation and other information regarding the Borrowers requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Proceeds of Crime Act, to the extent requested in writing of the Borrowers at least ten (10) days prior to the Restatement Effective Date, and (ii) to the extent any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five (5) days prior to the Joinder Date, any Lender that has requested, in a written notice to the Company at least ten (10) days prior to the Joinder Date, a Beneficial Ownership Certification in relation to such Subsidiary shall have received such Beneficial Ownership Certification.

Designation of a Subsidiary Borrower. The designation of a U.S. Subsidiary or a Canadian Subsidiary as a Borrower pursuant to Section 2.25 2.23 is subject to the condition conditions precedent that the Company or such proposed Subsidiary Borrower shall have furnished or caused to be furnished to the Administrative Agent (unless waived by the Required Lenders, the Administrative Agent and the FILO Agent) (the date on which such Subsidiary is joined, the “Joinder Date”):: (a) Execution and delivery of a Joinder Agreement; (b) Copies, certified by the Secretary or Assistant Secretary (or such other officer appropriate officer, manager or representative acceptable to the Administrative Agentdirector) of such Subsidiary, of its Board board of Directorsdirectors’ (or other applicable governing body’s) resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for the Administrative Agent) approving the Borrowing Subsidiary Agreement and any other Loan Documents to which such Subsidiary is becoming a party and such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of such Subsidiary; (cb) An incumbency certificate, executed by the Secretary or Assistant Secretary (or such other officer appropriate officer, manager or representative acceptable to the Administrative Agentdirector) of such Subsidiary, which shall identify by name and title and bear the signature of the officers or other representatives of such Subsidiary authorized to request Borrowings hereunder and sign the Borrowing Subsidiary Agreement and the other Loan Documents to which such Subsidiary is becoming a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Company or such Subsidiary; (c) In respect of any Luxembourg Borrower, (i) an excerpt (extrait) issued by the Luxembourg Trade and Companies Register dated as of the date of its designation, (ii) a non-registration certificate (certificat de non-inscription d’une décision judiciaire) issued by the Luxembourg Trade and Companies Register regarding the absence of judicial proceedings dated as of the date of its designation and (iii) in the event such Luxembourg Borrower has established its offices at the premises of a Luxembourg domiciliation agent, a domiciliation certificate dated as of the date of its designation. (d) Opinions of counsel to such SubsidiarySubsidiary (which may include inside counsel to such Subsidiary for certain matters), in form and substance reasonably satisfactory to the Administrative Agent and its counsel, with respect to the laws of its jurisdiction of organization and such other matters as are reasonably requested by counsel to the Administrative Agent and addressed to the Administrative Agent and the Lenders; (e) Any promissory notes requested by any ▇▇▇▇▇▇Lender, and any other instruments and documents reasonably requested by the Administrative Agent; (f) The Administrative Agent shall have received the results of a recent lien search in each jurisdiction reasonably requested by the Administrative Agent, and such search shall reveal no Liens on or any of the assets of the Loan Parties except for Liens permitted by Section 6.02 or discharged on or prior to the Joinder Date pursuant to a pay-off letter or other documentation satisfactory to the Administrative Agent; (g) Evidence of insurance coverage with respect to such Subsidiary, in form, scope and substance evidencing compliance with the terms of any applicable Loan Document; (h) A notice from the Company setting forth the Funding Accounts of such Subsidiary to which the Lenders are authorized to transfer the proceeds of any Borrowings requested or authorized pursuant to this Agreement; (i) Prior to the initial Borrowing hereunder by such Subsidiary (but without limiting or further conditioning the right of any other Borrower to request or obtain a Borrowing under Section 4.02), satisfactory appraisals of Inventory and field exams from Acceptable Appraisers (which shall not count towards the limitations on appraisals or field exams set forth herein) and a Borrowing Base Certificate redetermining the Revolving Borrowing Base and the FILO Borrowing Base, as of a date reasonably near but on or prior to the Joinder Date; (j) Each document Lender (including any UCC or PPSA financing statement) required by the Collateral Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of itself, the Lenders and the other Secured Parties, a perfected Lien on the Collateral of such Subsidiary described therein, prior and superior in right to any other Person (other than with respect to Liens expressly permitted by Section 6.02), shall be in proper form for filing, registration or recordation; (k) Payment of all fees required to be paid and all expenses for which invoices have been presented (including, without limitation, the reasonable and documented fees and expenses of legal counsel), in each case, in connection with the designation of such Subsidiary as a Borrower; and (i) The Administrative Agent shall have received, at least five (5) days prior to the Joinder Date, all documentation and other information regarding the Borrowers requested in connection with applicable “know your know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Patriot Act and the Proceeds of Crime Act, to the extent requested in writing of the Borrowers at least ten (10) days prior to the Restatement Effective Date, and (ii) to the extent any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five ); and (5f) days prior to the Joinder Date, any Lender that has requested, in a written notice to the Company at least ten (10) days prior to the Joinder Date, a Beneficial Ownership Certification in relation to such Subsidiary The Administrative Agent shall have received evidence satisfactory to it that all of such Beneficial Ownership CertificationSubsidiary Borrower’s then existing credit facilities shall have been cancelled and terminated and all indebtedness thereunder shall have been fully repaid (except to the extent being so repaid with the initial Revolving Loans to such Borrower or otherwise permitted to be outstanding pursuant to Section 6.01).

Designation of a Subsidiary Borrower. The designation of a U.S. Subsidiary or a Canadian Subsidiary as a Borrower pursuant to Section 2.25 2.24 is subject to the condition precedent that the Company or such proposed Subsidiary Borrower shall have furnished or caused to be furnished to the Administrative Agent (unless waived by the Required Lenders, the Administrative Agent and the FILO Agent) (the date on which such Subsidiary is joined, the “Joinder Date”):: (a) Execution and delivery of a Joinder Agreement; (b) Copies, certified by the Secretary or Assistant Secretary of such Subsidiary (or such other officer or representative acceptable persons authorized to the Administrative Agent) of represent such Subsidiary), of its Board of Directors’ resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for the Administrative Agent) approving the Borrowing Subsidiary Agreement and any other Loan Documents to which such Subsidiary is becoming a party and such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing (or the equivalent in the applicable jurisdiction) of such Subsidiary; (cb) An incumbency certificate, executed by the Secretary or Assistant Secretary of such Subsidiary (or such other officer or representative acceptable persons authorized to the Administrative Agent) of represent such Subsidiary), which shall identify by name and title and bear the signature of the officers of such Subsidiary authorized to request Borrowings hereunder and sign the Borrowing Subsidiary Agreement and the other Loan Documents to which such Subsidiary is becoming a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Company or such Subsidiary; (dc) Opinions of counsel to such Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent and its counsel, with respect to the laws of its jurisdiction of organization and such other matters as are reasonably requested by counsel to the Administrative Agent and addressed to the Administrative Agent and the Lenders; (ed) Any promissory notes requested by any ▇▇▇▇▇▇Lender, and any other instruments and documents reasonably requested by the Administrative Agent; (f) The Administrative Agent shall have received the results of a recent lien search in each jurisdiction reasonably requested by the Administrative Agent, and such search shall reveal no Liens on any of the assets of the Loan Parties except for Liens permitted by Section 6.02 or discharged on or prior to the Joinder Date pursuant to a pay-off letter or other documentation satisfactory to the Administrative Agent; (g) Evidence of insurance coverage with respect to such Subsidiary, in form, scope and substance evidencing compliance with the terms of any applicable Loan Document; (h) A notice from the Company setting forth the Funding Accounts of such Subsidiary to which the Lenders are authorized to transfer the proceeds of any Borrowings requested or authorized pursuant to this Agreement; (i) Prior to the initial Borrowing hereunder by such Subsidiary (but without limiting or further conditioning the right of any other Borrower to request or obtain a Borrowing under Section 4.02), satisfactory appraisals of Inventory and field exams from Acceptable Appraisers (which shall not count towards the limitations on appraisals or field exams set forth herein) and a Borrowing Base Certificate redetermining the Revolving Borrowing Base and the FILO Borrowing Base, as of a date reasonably near but on or prior to the Joinder Date; (j) Each document (including any UCC or PPSA financing statement) required by the Collateral Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of itself, the Lenders and the other Secured Parties, a perfected Lien on the Collateral of such Subsidiary described therein, prior and superior in right to any other Person (other than with respect to Liens expressly permitted by Section 6.02), shall be in proper form for filing, registration or recordation; (k) Payment of all fees required to be paid and all expenses for which invoices have been presented (including, without limitation, the reasonable and documented fees and expenses of legal counsel), in each case, in connection with the designation of such Subsidiary as a Borrower; and (ie) The Such other information as shall be necessary for the Administrative Agent shall have received, at least five (5) days prior and the Lenders to the Joinder Date, all documentation and other information regarding the Borrowers requested in connection comply with applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the USA PATRIOT Patriot Act and the Proceeds of Crime Act, to the extent requested in writing of the Borrowers at least ten (10) days prior to the Restatement Effective Date, and (ii) to the extent any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five (5) days prior to the Joinder Date, any Lender that has requested, in a written notice to the Company at least ten (10) days prior to the Joinder Date, a Beneficial Ownership Certification in relation to such Subsidiary shall have received such Beneficial Ownership Certification.

Designation of a Subsidiary Borrower. The designation of a U.S. Subsidiary or a Canadian Subsidiary as a Borrower pursuant to Section 2.25 is subject to the condition precedent that the Company or such proposed Borrower shall have furnished or caused to be furnished to the Administrative Agent (unless waived by the Required Lenders, the Administrative Agent and the FILO Agent) (the date on which such Subsidiary is joined, the “Joinder Date”): (a) Execution and delivery of a Joinder Agreement; (b) Copies, certified by the Secretary or Assistant Secretary (or such other officer or representative acceptable to the Administrative Agent) of such Subsidiary, of its Board of Directors’ resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for the Administrative Agent) approving the Borrowing Subsidiary Agreement and any other Loan Documents to which such Subsidiary is becoming a party and such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of such Subsidiary; (c) An incumbency certificate, executed by the Secretary or Assistant Secretary (or such other officer or representative acceptable to the Administrative Agent) of such Subsidiary, which shall identify by name and title and bear the signature of the officers of such Subsidiary authorized to request Borrowings hereunder and sign the Borrowing Subsidiary Agreement and the other Loan Documents to which such Subsidiary is becoming a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Company or such Subsidiary; (d) Opinions of counsel to such Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent and its counsel, with respect to the laws of its jurisdiction of organization and such other matters as are reasonably requested by counsel to the Administrative Agent and addressed to the Administrative Agent and the Lenders; (e) Any promissory notes requested by any ▇▇▇▇▇▇, and any other instruments and documents reasonably requested by the Administrative Agent; (f) The Administrative Agent shall have received the results of a recent lien search in each jurisdiction reasonably requested by the Administrative Agent, and such search shall reveal no Liens on any of the assets of the Loan Parties except for Liens permitted by Section 6.02 or discharged on or prior to the Joinder Date pursuant to a pay-off letter or other documentation satisfactory to the Administrative Agent; (g) Evidence of insurance coverage with respect to such Subsidiary, in form, scope and substance evidencing compliance with the terms of any applicable Loan Document; (h) A notice from the Company setting forth the Funding Accounts of such Subsidiary to which the Lenders are authorized to transfer the proceeds of any Borrowings requested or authorized pursuant to this Agreement; (i) Prior to the initial Borrowing hereunder by such Subsidiary (but without limiting or further conditioning the right of any other Borrower to request or obtain a Borrowing under Section 4.02), satisfactory appraisals of Inventory and field exams from Acceptable appraisers satisfactory to the Administrative AgentAcceptable Appraisers (which shall not count towards the limitations on appraisals or field exams set forth herein) and a Borrowing Base Certificate redetermining the Revolving Borrowing Base and the FILO Borrowing Base, as of a date reasonably near but on or prior to the Joinder Date; (j) Each document (including any UCC or PPSA financing statement) required by the Collateral Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of itself, the Lenders and the other Secured Parties, a perfected Lien on the Collateral of such Subsidiary described therein, prior and superior in right to any other Person (other than with respect to Liens expressly permitted by Section 6.02), shall be in proper form for filing, registration or recordation; (k) Payment of all fees required to be paid and all expenses for which invoices have been presented (including, without limitation, the reasonable and documented fees and expenses of legal counsel), in each case, in connection with the designation of such Subsidiary as a Borrower; and (i) The Administrative Agent shall have received, at least five (5) days prior to the Joinder Date, all documentation and other information regarding the Borrowers requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Proceeds of Crime Act, to the extent requested in writing of the Borrowers at least ten (10) days prior to the Restatement Effective Date, and (ii) to the extent any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five (5) days prior to the Joinder Date, any Lender that has requested, in a written notice to the Company at least ten (10) days prior to the Joinder Date, a Beneficial Ownership Certification in relation to such Subsidiary shall have received such Beneficial Ownership Certification.

Designation of a Subsidiary Borrower. The designation of a U.S. Subsidiary or a Canadian Subsidiary as a Borrower pursuant to Section 2.25 2.23 is subject to the condition precedent that the Company or such proposed Subsidiary Borrower shall have furnished or caused to be furnished to the Administrative Agent (unless waived by the Required Lenders, the Administrative Agent and the FILO Agent) (the date on which such Subsidiary is joined, the “Joinder Date”):: (a) Execution and delivery of a Joinder Agreement; (b) Copies, certified by the Secretary or Assistant Secretary (or such other officer or representative acceptable to the Administrative Agent) of such Subsidiary, of its Board board of Directorsdirectors’ resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for the Administrative Agent) approving the Borrowing Subsidiary Borrower Agreement and any other Loan Documents to which such Subsidiary is becoming a party and such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organizationorganization or incorporation, existence and good standing of such Subsidiary; (cb) An incumbency certificate, executed by the Secretary or Assistant Secretary (or such other officer or representative acceptable to the Administrative Agent) of such Subsidiary, which shall identify by name and title and bear the signature of the officers of such Subsidiary authorized to request Borrowings hereunder and sign the Borrowing Subsidiary Borrower Agreement and the other Loan Documents to which such Subsidiary is becoming a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Company or such Subsidiary; (dc) Opinions of counsel to such Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent and its counsel, with respect to the laws of its jurisdiction of organization and such other matters as are reasonably requested by counsel to the Administrative Agent and addressed to the Administrative Agent and the Lenders; (d) Any documentation and other information related to such Subsidiary reasonably requested by the Administrative Agent or any Lender under applicable “know your customer” or similar rules and regulations, including the Act and the Beneficial Ownership Regulation; and (e) Any promissory notes requested by any ▇▇▇▇▇▇Lender, and any other instruments and documents reasonably requested by the Administrative Agent;; and (f) The Administrative Agent shall have received the results of a recent lien search in each jurisdiction reasonably requested by the Administrative Agent, Any documentation and such search shall reveal no Liens on any of the assets of the Loan Parties except for Liens permitted by Section 6.02 or discharged on or prior to the Joinder Date pursuant to a pay-off letter or other documentation satisfactory to the Administrative Agent; (g) Evidence of insurance coverage with respect to such Subsidiary, in form, scope and substance evidencing compliance with the terms of any applicable Loan Document; (h) A notice from the Company setting forth the Funding Accounts of such Subsidiary to which the Lenders are authorized to transfer the proceeds of any Borrowings requested or authorized pursuant to this Agreement; (i) Prior to the initial Borrowing hereunder by such Subsidiary (but without limiting or further conditioning the right of any other Borrower to request or obtain a Borrowing under Section 4.02), satisfactory appraisals of Inventory and field exams from Acceptable Appraisers (which shall not count towards the limitations on appraisals or field exams set forth herein) and a Borrowing Base Certificate redetermining the Revolving Borrowing Base and the FILO Borrowing Base, as of a date reasonably near but on or prior to the Joinder Date; (j) Each document (including any UCC or PPSA financing statement) required by the Collateral Documents or under law or information that is reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor any of the Administrative Agent, for the benefit of itself, the Lenders and the other Secured Parties, a perfected Lien on the Collateral of such Subsidiary described therein, prior and superior in right to any other Person (other than with respect to Liens expressly permitted that is required by Section 6.02), shall be in proper form for filing, registration or recordation; (k) Payment of all fees required to be paid and all expenses for which invoices have been presented (including, without limitation, the reasonable and documented fees and expenses of legal counsel), in each case, in connection with the designation of such Subsidiary as a Borrower; and (i) The Administrative Agent shall have received, at least five (5) days prior to the Joinder Date, all documentation and other information regarding the Borrowers requested in connection with regulatory authorities under applicable “know your know-your-customer” and antiAnti-money laundering rules and regulationsMoney Laundering Laws, including the USA PATRIOT Patriot Act and the Proceeds of Crime Act, to the extent requested in writing of the Borrowers at least ten (10) days prior to the Restatement Effective Date, and (ii) to the extent any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five (5) days prior to the Joinder Date, any Lender that has requested, in a written notice to the Company at least ten (10) days prior to the Joinder Date, a Beneficial Ownership Certification in relation to such Subsidiary shall have received such Beneficial Ownership Certification.

Designation of a Subsidiary Borrower. The designation of a U.S. Subsidiary or a Canadian Subsidiary as a Borrower pursuant to Section 2.25 2.24 is subject to the condition precedent that the Company or such proposed Subsidiary Borrower shall have furnished or caused to be furnished to the Administrative Agent (unless waived by the Required Lenders, the Administrative Agent and the FILO Agent) (the date on which such Subsidiary is joined, the “Joinder Date”):: (a) Execution and delivery of a Joinder Agreement; (b) Copies, certified by the Secretary or Assistant Secretary (or such other officer or representative acceptable to the Administrative Agentequivalent officer) of such Subsidiary, of its Board of Directors’ (or equivalent governing body’s) resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for the Administrative Agent) approving the Borrowing Subsidiary Agreement and any other Loan Documents to which such Subsidiary is becoming a party and such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of such Subsidiary; (cb) An incumbency certificate, executed by the Secretary or Assistant Secretary (or such other officer or representative acceptable to the Administrative Agentequivalent officer) of such Subsidiary, which shall identify by name and title and bear the signature of the officers of such Subsidiary authorized to request Borrowings hereunder and sign the Borrowing Subsidiary Agreement and the other Loan Documents to which such Subsidiary is becoming a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Company or such Subsidiary; (dc) Opinions of counsel to such Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent and its counsel, with respect to the laws of its jurisdiction of organization and such other matters as are reasonably requested by counsel to the Administrative Agent and addressed to the Administrative Agent and the Lenders;; and (ed) Any promissory notes requested by any ▇▇▇▇▇▇, documentation and any other instruments and documents information that is reasonably requested by the Administrative Agent; (f) The Administrative Agent shall have received the results of a recent lien search in each jurisdiction reasonably requested by the Administrative Agent, and such search shall reveal no Liens on or any of the assets of the Loan Parties except for Liens permitted by Section 6.02 or discharged on or prior to the Joinder Date pursuant to a pay-off letter or other documentation satisfactory to the Administrative Agent; (g) Evidence of insurance coverage with respect to such Subsidiary, in form, scope Lenders and substance evidencing compliance with the terms of any applicable Loan Document; (h) A notice from the Company setting forth the Funding Accounts of such Subsidiary to which the Lenders are authorized to transfer the proceeds of any Borrowings requested or authorized pursuant to this Agreement; (i) Prior to the initial Borrowing hereunder by such Subsidiary (but without limiting or further conditioning the right of any other Borrower to request or obtain a Borrowing under Section 4.02), satisfactory appraisals of Inventory and field exams from Acceptable Appraisers (which shall not count towards the limitations on appraisals or field exams set forth herein) and a Borrowing Base Certificate redetermining the Revolving Borrowing Base and the FILO Borrowing Base, as of a date reasonably near but on or prior to the Joinder Date; (j) Each document (including any UCC or PPSA financing statement) that is required by the Collateral Documents or regulatory authorities under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of itself, the Lenders and the other Secured Parties, a perfected Lien on the Collateral of such Subsidiary described therein, prior and superior in right to any other Person (other than with respect to Liens expressly permitted by Section 6.02), shall be in proper form for filing, registration or recordation; (k) Payment of all fees required to be paid and all expenses for which invoices have been presented (including, without limitation, the reasonable and documented fees and expenses of legal counsel), in each case, in connection with the designation of such Subsidiary as a Borrower; and (i) The Administrative Agent shall have received, at least five (5) days prior to the Joinder Date, all documentation and other information regarding the Borrowers requested in connection with applicable “know your know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Patriot Act and the Proceeds of Crime Act, to the extent requested in writing of the Borrowers at least ten (10) days prior to the Restatement Effective Date, and (ii) to the extent any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five (5) days prior to the Joinder Date, any Lender that has requested, in a written notice to the Company at least ten (10) days prior to the Joinder Date, including a Beneficial Ownership Certification in relation to such Subsidiary shall have received such Beneficial Ownership CertificationBorrower).

Designation of a Subsidiary Borrower. The designation of a U.S. Subsidiary or a Canadian Subsidiary as a Borrower pursuant to Section 2.25 2.23 is subject to the condition precedent that following conditions precedent: (a) Each of the Lenders and the Administrative Agent shall have agreed to such designation; provided that, in the case of an Eligible Domestic Subsidiary, such consent shall not be unreasonably withheld, conditioned or delayed. (b) The Company or such proposed Subsidiary Borrower shall have furnished or caused to be furnished to the Administrative Agent (unless waived by the Required Lenders, the Administrative Agent and the FILO Agent) (the date on which such Subsidiary is joined, the “Joinder Date”):: (a) Execution and delivery of a Joinder Agreement; (bi) Copies, certified by the Secretary or Assistant Secretary (or such other officer or representative acceptable to the Administrative Agent) of such Subsidiary, of its Board of Directors’ resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for the Administrative Agent) approving the Borrowing Subsidiary Agreement and any other Loan Documents to which such Subsidiary is becoming a party and such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of such Subsidiary; (cii) An incumbency certificate, executed by the Secretary or Assistant Secretary (or such other officer or representative acceptable to the Administrative Agent) of such Subsidiary, which shall identify by name and title and bear the signature of the officers of such Subsidiary authorized to request Borrowings hereunder and sign the Borrowing Subsidiary Agreement and the other Loan Documents to which such Subsidiary is becoming a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Company or such Subsidiary; (diii) Opinions of counsel to such Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent and its counsel, with respect to the laws of its jurisdiction of organization and such other matters as are reasonably requested by counsel to the Administrative Agent and addressed to the Administrative Agent and the Lenders; (eiv) Any promissory notes requested by any ▇▇▇▇▇▇Lender, and any other instruments and documents reasonably requested by the Administrative Agent; (f) The Administrative Agent shall have received to the results of a recent lien search in each jurisdiction extent reasonably requested by in writing to the Administrative Agent, and such search shall reveal no Liens on any of the assets of the Loan Parties except for Liens permitted by Section 6.02 or discharged on or Company at least ten (10) days prior to the Joinder Date pursuant to a pay-off letter or other documentation satisfactory to the Administrative Agent; (g) Evidence of insurance coverage with respect to such Subsidiary, in form, scope and substance evidencing compliance with the terms of any applicable Loan Document; (h) A notice from the Company setting forth the Funding Accounts proposed date of such Subsidiary to which the Lenders are authorized to transfer the proceeds of any Borrowings requested or authorized pursuant to this Agreement;Borrower designation; and (iv) Prior to the initial Borrowing hereunder by such Subsidiary (but without limiting or further conditioning the right of any Any documentation and other Borrower to request or obtain a Borrowing under Section 4.02), satisfactory appraisals of Inventory and field exams from Acceptable Appraisers (which shall not count towards the limitations on appraisals or field exams set forth herein) and a Borrowing Base Certificate redetermining the Revolving Borrowing Base and the FILO Borrowing Base, as of a date reasonably near but on or prior to the Joinder Date; (j) Each document (including any UCC or PPSA financing statement) required by the Collateral Documents or under law or information that is reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor any of the Administrative Agent, for the benefit of itself, the Lenders and the other Secured Parties, a perfected Lien on the Collateral of such Subsidiary described therein, prior and superior in right to any other Person (other than with respect to Liens expressly permitted that is required by Section 6.02), shall be in proper form for filing, registration or recordation; (k) Payment of all fees required to be paid and all expenses for which invoices have been presented (including, without limitation, the reasonable and documented fees and expenses of legal counsel), in each case, in connection with the designation of such Subsidiary as a Borrower; and (i) The Administrative Agent shall have received, at least five (5) days prior to the Joinder Date, all documentation and other information regarding the Borrowers requested in connection with regulatory authorities under applicable “know your know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Patriot Act and the Proceeds of Crime ActBeneficial Ownership Regulation (to the extent applicable), to the extent reasonably requested in writing of the Borrowers at least ten (10) days prior to the Restatement Effective Date, and (ii) to the extent any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five (5) days prior to the Joinder Date, any Lender that has requested, in a written notice to the Company at least ten (10) days prior to the Joinder Date, a Beneficial Ownership Certification in relation to proposed date of such Subsidiary shall have received such Beneficial Ownership CertificationBorrower designation.

Designation of a Subsidiary Borrower. The designation of a U.S. Subsidiary or a Canadian Subsidiary as a Borrower pursuant to Section 2.25 2.24 is subject to the condition precedent that the Company or such proposed Subsidiary Borrower shall have furnished or caused to be furnished to the Administrative Agent (unless waived by the Required Lenders, the Administrative Agent and the FILO Agent) (the date on which such Subsidiary is joined, the “Joinder Date”):: (a) Execution and delivery of a Joinder Agreement; (b) Copies, certified by the Secretary or Assistant Secretary of such Subsidiary (or such other officer or representative acceptable persons authorized to the Administrative Agent) of represent such Subsidiary), of its Board of Directors’ resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for the Administrative Agent) approving the Borrowing Subsidiary Agreement and any other Loan Documents to which such Subsidiary is becoming a party and such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing (or the equivalent in the applicable jurisdiction) of such Subsidiary; (cb) An incumbency certificate, executed by the Secretary or Assistant Secretary of such Subsidiary (or such other officer or representative acceptable persons authorized to the Administrative Agent) of represent such Subsidiary), which shall identify by name and title and bear the signature of the officers of such Subsidiary authorized to request Borrowings hereunder and sign the Borrowing Subsidiary Agreement and the other Loan Documents to which such Subsidiary is becoming a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Company or such Subsidiary; (dc) Opinions of counsel to such Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent and its counsel, with respect to the laws of its jurisdiction of organization and such other matters as are reasonably requested by counsel to the Administrative Agent and addressed to the Administrative Agent and the Lenders; (ed) Any promissory notes requested by any ▇▇▇▇▇▇, and any other instruments and documents reasonably requested by the Administrative Agent; (f) The Administrative Agent shall have received the results of a recent lien search in each jurisdiction reasonably requested by the Administrative Agent, and such search shall reveal no Liens on any of the assets of the Loan Parties except for Liens permitted by Section 6.02 or discharged on or prior to the Joinder Date pursuant to a pay-off letter or other documentation satisfactory to the Administrative Agent; (g) Evidence of insurance coverage with respect to such Subsidiary, in form, scope and substance evidencing compliance with the terms of any applicable Loan Document; (h) A notice from the Company setting forth the Funding Accounts of such Subsidiary to which the Lenders are authorized to transfer the proceeds of any Borrowings requested or authorized pursuant to this Agreement; (i) Prior to the initial Borrowing hereunder by such Subsidiary (but without limiting or further conditioning the right of any other Borrower to request or obtain a Borrowing under Section 4.02), satisfactory appraisals of Inventory and field exams from Acceptable Appraisers (which shall not count towards the limitations on appraisals or field exams set forth herein) and a Borrowing Base Certificate redetermining the Revolving Borrowing Base and the FILO Borrowing Base, as of a date reasonably near but on or prior to the Joinder Date; (j) Each document (including any UCC or PPSA financing statement) required by the Collateral Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of itself, the Lenders and the other Secured Parties, a perfected Lien on the Collateral of such Subsidiary described therein, prior and superior in right to any other Person (other than with respect to Liens expressly permitted by Section 6.02), shall be in proper form for filing, registration or recordation; (k) Payment of all fees required to be paid and all expenses for which invoices have been presented (including, without limitation, the reasonable and documented fees and expenses of legal counsel), in each case, in connection with the designation of such Subsidiary as a Borrower; and (ie) The Such other information as shall be necessary for the Administrative Agent shall have received, at least five (5) days prior and the Lenders to the Joinder Date, all documentation and other information regarding the Borrowers requested in connection comply with applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the USA PATRIOT Patriot Act and the Proceeds of Crime Act, to the extent requested in writing of the Borrowers at least ten (10) days prior to the Restatement Effective Date, and (ii) to the extent any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five (5) days prior to the Joinder Date, any Lender that has requested, in a written notice to the Company at least ten (10) days prior to the Joinder Date, a Beneficial Ownership Certification in relation to such Subsidiary shall have received such Beneficial Ownership Certification.

Designation of a Subsidiary Borrower. The designation of a U.S. Subsidiary or a Canadian Subsidiary as a Borrower pursuant to Section 2.25 2.23 is subject to the condition conditions precedent that the that: (a) The Company or such proposed Subsidiary Borrower shall have furnished or caused to be furnished to the Administrative Agent (unless waived by the Required Lenders, the Administrative Agent and the FILO Agent) (the date on which such Subsidiary is joined, the “Joinder Date”):: (ai) Execution and delivery of a Joinder Agreement; subject to clause (bd) Copiesbelow, copies, certified by the Secretary or Assistant Secretary (or such other officer appropriate officer, manager or representative acceptable to the Administrative Agentdirector) of such Subsidiary, of its Board board of Directorsdirectors’ (or other applicable governing body’s) resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for the Administrative Agent) approving the Borrowing Subsidiary Agreement and any other Loan Documents to which such Subsidiary is becoming a party and such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of such Subsidiary; (cii) An an incumbency certificate, executed by the Secretary or Assistant Secretary (or such other officer appropriate officer, manager or representative acceptable to the Administrative Agentdirector) of such Subsidiary, which shall identify by name and title and bear the signature of the officers or other representatives of such Subsidiary authorized to request Borrowings hereunder and sign the Borrowing Subsidiary Agreement and the other Loan Documents to which such Subsidiary is becoming a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Company or such Subsidiary; (diii) Opinions opinions of counsel to such SubsidiarySubsidiary (which may include inside counsel to such Subsidiary for certain matters), in form and substance reasonably satisfactory to the Administrative Agent and its counsel, with respect to the laws of its jurisdiction of organization and such other matters as are reasonably requested by counsel to the Administrative Agent and addressed to the Administrative Agent and the Lenders;; and (eiv) Any any promissory notes requested by any ▇▇▇▇▇▇Lender, and any other instruments and documents reasonably requested by the Administrative AgentAgent or any Lender (including in connection with the Act defined in Section 9.13); (fb) The Administrative Agent shall have received the results of a recent lien search in each jurisdiction reasonably requested by the Administrative Agent, and such search shall reveal no Liens on any of the assets of the Loan Parties except for Liens permitted by Section 6.02 or discharged on or prior to the Joinder Date pursuant to a pay-off letter or other documentation evidence satisfactory to the Administrative Agent; (g) Evidence of insurance coverage with respect to such Subsidiary, in form, scope and substance evidencing compliance with the terms of any applicable Loan Document; (h) A notice from the Company setting forth the Funding Accounts it that all of such Subsidiary Borrower’s then existing credit facilities shall have been cancelled and terminated and all indebtedness thereunder shall have been fully repaid (except to which the Lenders are authorized extent being so repaid with the initial Revolving Loans to transfer the proceeds of any Borrowings requested such Borrower or authorized otherwise permitted to be outstanding pursuant to this Agreement); (c) In the event a Subsidiary Borrower is organized under the laws of Luxembourg, (i) Prior to an excerpt (extrait) issued by the initial Borrowing hereunder Luxembourg Trade and Companies Register dated as of the date of its designation, (ii) a non-registration certificate (certificate de non-enregistrement) issued by the Luxembourg Trade and Companies Register regarding the absence of judicial proceedings dated as of the date of its designation and (iii) in the event such Subsidiary (but without limiting or further conditioning Borrower has established its offices at the right premises of any other Borrower to request or obtain a Borrowing under Section 4.02)Luxembourg domiciliation agent, satisfactory appraisals of Inventory and field exams from Acceptable Appraisers (which shall not count towards the limitations on appraisals or field exams set forth herein) and a Borrowing Base Certificate redetermining the Revolving Borrowing Base and the FILO Borrowing Base, domiciliation certificate dated as of a the date reasonably near but on or prior to the Joinder Date; (j) Each document (including any UCC or PPSA financing statement) required by the Collateral Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of itself, the Lenders and the other Secured Parties, a perfected Lien on the Collateral of such Subsidiary described therein, prior and superior in right to any other Person (other than with respect to Liens expressly permitted by Section 6.02), shall be in proper form for filing, registration or recordation; (k) Payment of all fees required to be paid and all expenses for which invoices have been presented (including, without limitation, the reasonable and documented fees and expenses of legal counsel), in each case, in connection with the designation of such Subsidiary as a Borrowerits designation; and (d) In the event a Subsidiary Borrower is organized under the laws of Germany, (i) The Administrative Agent shall have receivedthe following constitutional documents of such Subsidiary Borrower (and, at least five if applicable, its general partner): an electronic commercial register excerpt (5not older than two (2) days prior to Business Days), articles of association (certified by the Joinder Datecompetent commercial register), all documentation shareholders’ list (certified by the competent commercial register) and other information regarding the Borrowers requested in connection with any by-laws, if applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Proceeds of Crime Act, to the extent requested in writing of the Borrowers at least ten (10) days prior to the Restatement Effective Date, and (ii) to a copy of a resolution of the extent any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulationshareholders’/partners’ and/or, at least five (5) days prior to the Joinder Date, any Lender that has requested, in a written notice to the Company at least ten (10) days prior to the Joinder Date, a Beneficial Ownership Certification in relation to if required by law or customary for such Subsidiary shall have received Borrower, resolutions of the management and/or supervisory board of such Beneficial Ownership CertificationSubsidiary Borrower, partner’s/other competent corporate body’s (as applicable) meeting of each such Subsidiary Borrower approving the terms of, and the transactions contemplated by, the Borrowing Subsidiary Agreement, this Agreement and any other Loan Documents to which such Subsidiary Borrower is becoming a party and such documents and certificates as the Administrative Agent or its counsel may reasonably request and resolving that such Subsidiary executes any such documents to which it is a party.

Designation of a Subsidiary Borrower. The designation of a U.S. Subsidiary or a Canadian Subsidiary as a Borrower pursuant to Section 2.25 2.23 is subject to the condition precedent that the Company or such proposed Subsidiary Borrower shall have furnished or caused to be furnished to the Administrative Agent (unless waived by the Required Lenders, the Administrative Agent and the FILO Agent) (the date on which such Subsidiary is joined, the “Joinder Date”):: (a) Execution and delivery of a Joinder Agreement; (b) Copies, certified by the Secretary or Assistant Secretary (or such other officer or representative acceptable to the Administrative Agent) of such Subsidiary, of its Board board of Directorsdirectors’ resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for the Administrative Agent) approving the Borrowing Subsidiary Borrower Agreement and any other Loan Documents to which such Subsidiary is becoming a party and such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organizationorganization or incorporation, existence and good standing of such Subsidiary; (cb) An incumbency certificate, executed by the Secretary or Assistant Secretary (or such other officer or representative acceptable to the Administrative Agent) of such Subsidiary, which shall identify by name and title and bear the signature of the officers of such Subsidiary authorized to request Borrowings hereunder and sign the Borrowing Subsidiary Borrower Agreement and the other Loan Documents to which such Subsidiary is becoming a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Company or such Subsidiary; (dc) Opinions of counsel to such Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent and its counsel, with respect to the laws of its jurisdiction of organization and such other matters as are reasonably requested by counsel to the Administrative Agent and addressed to the Administrative Agent and the Lenders; (ed) Any promissory notes requested by any ▇▇▇▇▇▇Lender, and any other instruments and documents reasonably requested by the Administrative Agent;; and (fe) The Administrative Agent shall have received the results of a recent lien search in each jurisdiction reasonably requested by the Administrative Agent, Any documentation and such search shall reveal no Liens on any of the assets of the Loan Parties except for Liens permitted by Section 6.02 or discharged on or prior to the Joinder Date pursuant to a pay-off letter or other documentation satisfactory to the Administrative Agent; (g) Evidence of insurance coverage with respect to such Subsidiary, in form, scope and substance evidencing compliance with the terms of any applicable Loan Document; (h) A notice from the Company setting forth the Funding Accounts of such Subsidiary to which the Lenders are authorized to transfer the proceeds of any Borrowings requested or authorized pursuant to this Agreement; (i) Prior to the initial Borrowing hereunder by such Subsidiary (but without limiting or further conditioning the right of any other Borrower to request or obtain a Borrowing under Section 4.02), satisfactory appraisals of Inventory and field exams from Acceptable Appraisers (which shall not count towards the limitations on appraisals or field exams set forth herein) and a Borrowing Base Certificate redetermining the Revolving Borrowing Base and the FILO Borrowing Base, as of a date reasonably near but on or prior to the Joinder Date; (j) Each document (including any UCC or PPSA financing statement) required by the Collateral Documents or under law or information that is reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor any of the Administrative Agent, for the benefit of itself, the Lenders and the other Secured Parties, a perfected Lien on the Collateral of such Subsidiary described therein, prior and superior in right to any other Person (other than with respect to Liens expressly permitted that is required by Section 6.02), shall be in proper form for filing, registration or recordation; (k) Payment of all fees required to be paid and all expenses for which invoices have been presented (including, without limitation, the reasonable and documented fees and expenses of legal counsel), in each case, in connection with the designation of such Subsidiary as a Borrower; and (i) The Administrative Agent shall have received, at least five (5) days prior to the Joinder Date, all documentation and other information regarding the Borrowers requested in connection with regulatory authorities under applicable “know your know-your-customer” and antiAnti-money laundering rules and regulationsMoney Laundering Laws, including the USA PATRIOT Patriot Act and the Proceeds of Crime Act, to the extent requested in writing of the Borrowers at least ten (10) days prior to the Restatement Effective Date, and (ii) to the extent any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five (5) days prior to the Joinder Date, any Lender that has requested, in a written notice to the Company at least ten (10) days prior to the Joinder Date, a Beneficial Ownership Certification in relation to such Subsidiary shall have received such Beneficial Ownership Certification.

Designation of a Subsidiary Borrower. The designation of a U.S. Subsidiary or a Canadian Subsidiary as a Borrower pursuant to Section 2.25 is subject to the condition precedent that the Company or such proposed Borrower shall have furnished or caused to be furnished to the Administrative Agent (unless waived by the Required Lenders, the Administrative Agent and the FILO Agent) (the date on which such Subsidiary is joined, the “Joinder Date”): (a) Execution and delivery of a Joinder Agreement; (b) Copies, certified by the Secretary or Assistant Secretary (or such other officer or representative acceptable to the Administrative Agent) of such Subsidiary, of its Board of Directors’ resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for the Administrative Agent) approving the Borrowing Subsidiary Agreement and any other Loan Documents to which such Subsidiary is becoming a party and such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of such Subsidiary; (c) An incumbency certificate, executed by the Secretary or Assistant Secretary (or such other officer or representative acceptable to the Administrative Agent) of such Subsidiary, which shall identify by name and title and bear the signature of the officers of such Subsidiary authorized to request Borrowings hereunder and sign the Borrowing Subsidiary Agreement and the other Loan Documents to which such Subsidiary is becoming a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Company or such Subsidiary; (d) Opinions of counsel to such Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent and its counsel, with respect to the laws of its jurisdiction of organization and such other matters as are reasonably requested by counsel to the Administrative Agent and addressed to the Administrative Agent and the Lenders; (e) Any promissory notes requested by any ▇▇▇▇▇▇Lender, and any other instruments and documents reasonably requested by the Administrative Agent; (f) The Administrative Agent shall have received the results of a recent lien search in each jurisdiction reasonably requested by the Administrative Agent, and such search shall reveal no Liens on any of the assets of the Loan Parties except for Liens permitted by Section 6.02 or discharged on or prior to the Joinder Date pursuant to a pay-off letter or other documentation satisfactory to the Administrative Agent; (g) Evidence of insurance coverage with respect to such Subsidiary, in form, scope and substance evidencing compliance with the terms of any applicable Loan Document; (h) A notice from the Company setting forth the Funding Accounts of such Subsidiary to which the Lenders are authorized to transfer the proceeds of any Borrowings requested or authorized pursuant to this Agreement; (i) Prior to the initial Borrowing hereunder by such Subsidiary (but without limiting or further conditioning the right of any other Borrower to request or obtain a Borrowing under Section 4.02), satisfactory appraisals of Inventory and field exams from Acceptable Appraisers appraisers satisfactory to the Administrative Agent (which shall not count towards the limitations on appraisals or field exams set forth herein) and a Borrowing Base Certificate redetermining the Revolving Borrowing Base and the FILO Borrowing Base, as of a date reasonably near but on or prior to the Joinder Date; (j) Each document (including any UCC or PPSA financing statement) required by the Collateral Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of itself, the Lenders and the other Secured Parties, a perfected Lien on the Collateral of such Subsidiary described therein, prior and superior in right to any other Person (other than with respect to Liens expressly permitted by Section 6.02), shall be in proper form for filing, registration or recordation; (k) Payment of all fees required to be paid and all expenses for which invoices have been presented (including, without limitation, the reasonable and documented fees and expenses of legal counsel), in each case, in connection with the designation of such Subsidiary as a Borrower; and (i) The Administrative Agent shall have received, at least five (5) days prior to the Joinder Date, all documentation and other information regarding the Borrowers requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Proceeds of Crime Act, to the extent requested in writing of the Borrowers at least ten (10) days prior to the Restatement Effective Date, and (ii) to the extent any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five (5) days prior to the Joinder Date, any Lender that has requested, in a written notice to the Company at least ten (10) days prior to the Joinder Date, a Beneficial Ownership Certification in relation to such Subsidiary shall have received such Beneficial Ownership Certification.

Designation of a Subsidiary Borrower. The designation of a U.S. Subsidiary or a Canadian Subsidiary as a Borrower pursuant to Section 2.25 2.23 is subject to the condition precedent that the Company or such proposed Subsidiary Borrower shall have furnished or caused to be furnished to the Administrative Agent (unless waived by the Required Lenders, the Administrative Agent and the FILO Agent) (the date on which such Subsidiary is joined, the “Joinder Date”):: (a) Execution and delivery of a Joinder Agreement; (b) Copies, certified by the Secretary or Assistant Secretary (or such other officer or representative acceptable to the Administrative Agent) of such Subsidiary, of its Board board of Directorsdirectors’ resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for the Administrative Agent) approving the Borrowing Subsidiary Borrower Agreement and any other Loan Documents to which such Subsidiary is becoming a party and such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organizationorganization or incorporation, existence and good standing of such Subsidiary; (cb) An incumbency certificate, executed by the Secretary or Assistant Secretary (or such other officer or representative acceptable to the Administrative Agent) of such Subsidiary, which shall identify by name and title and bear the signature of the officers of such Subsidiary authorized to request Borrowings hereunder and sign the Borrowing Subsidiary Borrower Agreement and the other Loan Documents to which such Subsidiary is becoming a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Company or such Subsidiary; (dc) Opinions of counsel to such Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent and its counsel, with respect to the laws of its jurisdiction of organization and such other matters as are reasonably requested by counsel to the Administrative Agent and addressed to the Administrative Agent and the Lenders; (d) Any documentation and other information related to such Subsidiary reasonably requested by the Administrative Agent or any Lender under applicable “know your customer” or similar rules and regulations, including the Act and the Beneficial Ownership Regulation; and (e) Any promissory notes requested by any ▇▇▇▇▇▇, and any other instruments and documents reasonably requested by the Administrative Agent;; and (f) The Administrative Agent shall have received the results of a recent lien search in each jurisdiction reasonably requested by the Administrative Agent, Any documentation and such search shall reveal no Liens on any of the assets of the Loan Parties except for Liens permitted by Section 6.02 or discharged on or prior to the Joinder Date pursuant to a pay-off letter or other documentation satisfactory to the Administrative Agent; (g) Evidence of insurance coverage with respect to such Subsidiary, in form, scope and substance evidencing compliance with the terms of any applicable Loan Document; (h) A notice from the Company setting forth the Funding Accounts of such Subsidiary to which the Lenders are authorized to transfer the proceeds of any Borrowings requested or authorized pursuant to this Agreement; (i) Prior to the initial Borrowing hereunder by such Subsidiary (but without limiting or further conditioning the right of any other Borrower to request or obtain a Borrowing under Section 4.02), satisfactory appraisals of Inventory and field exams from Acceptable Appraisers (which shall not count towards the limitations on appraisals or field exams set forth herein) and a Borrowing Base Certificate redetermining the Revolving Borrowing Base and the FILO Borrowing Base, as of a date reasonably near but on or prior to the Joinder Date; (j) Each document (including any UCC or PPSA financing statement) required by the Collateral Documents or under law or information that is reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor any of the Administrative Agent, for the benefit of itself, the Lenders and the other Secured Parties, a perfected Lien on the Collateral of such Subsidiary described therein, prior and superior in right to any other Person (other than with respect to Liens expressly permitted that is required by Section 6.02), shall be in proper form for filing, registration or recordation; (k) Payment of all fees required to be paid and all expenses for which invoices have been presented (including, without limitation, the reasonable and documented fees and expenses of legal counsel), in each case, in connection with the designation of such Subsidiary as a Borrower; and (i) The Administrative Agent shall have received, at least five (5) days prior to the Joinder Date, all documentation and other information regarding the Borrowers requested in connection with regulatory authorities under applicable “know your know-your-customer” and antiAnti-money laundering rules and regulationsMoney Laundering Laws, including the USA PATRIOT Patriot Act and the Proceeds of Crime Act, to the extent requested in writing of the Borrowers at least ten (10) days prior to the Restatement Effective Date, and (ii) to the extent any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five (5) days prior to the Joinder Date, any Lender that has requested, in a written notice to the Company at least ten (10) days prior to the Joinder Date, a Beneficial Ownership Certification in relation to such Subsidiary shall have received such Beneficial Ownership Certification.

Designation of a Subsidiary Borrower. The designation of a U.S. Subsidiary or a Canadian Subsidiary as a Borrower pursuant to Section 2.25 2.23 is subject to the condition conditions precedent that the that: (a) The Company or such proposed Subsidiary Borrower shall have furnished or caused to be furnished to the Administrative Agent (unless waived by the Required Lenders, the Administrative Agent and the FILO Agent) (the date on which such Subsidiary is joined, the “Joinder Date”):: (ai) Execution and delivery of a Joinder Agreement; subject to clause (bd) Copiesbelow, copies, certified by the Secretary or Assistant Secretary (or such other officer appropriate officer, manager or representative acceptable to the Administrative Agentdirector) of such Subsidiary, of its Board board of Directorsdirectors’ (or other applicable governing body’s) resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for the Administrative Agent) approving the Borrowing Subsidiary Agreement and any other Loan Documents to which such Subsidiary is becoming a party and such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of such Subsidiary; (cii) An an incumbency certificate, executed by the Secretary or Assistant Secretary (or such other officer appropriate officer, manager or representative acceptable to the Administrative Agentdirector) of such Subsidiary, which shall identify by name and title and bear the signature of the officers or other representatives of such Subsidiary authorized to request Borrowings hereunder and sign the Borrowing Subsidiary Agreement and the other Loan Documents to which such Subsidiary is becoming a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Company or such Subsidiary; (diii) Opinions opinions of counsel to such SubsidiarySubsidiary (which may include inside counsel to such Subsidiary for certain matters), in form and substance reasonably satisfactory to the Administrative Agent and its counsel, with respect to the laws of its jurisdiction of organization and such other matters as are reasonably requested by counsel to the Administrative Agent and addressed to the Administrative Agent and the Lenders; (eiv) Any any promissory notes requested by any ▇▇▇▇▇▇Lender, and any other instruments and documents reasonably requested by the Administrative AgentAgent or any Lender (including in connection with the Act defined in Section 9.13); and (v) any documentation and other information related to such Subsidiary reasonably requested by the Administrative Agent or any Lender under applicable “know your customer” or similar rules and regulations, including the Patriot Act; (fb) The Administrative Agent shall have received the results of a recent lien search in each jurisdiction reasonably requested by the Administrative Agent, and such search shall reveal no Liens on any of the assets of the Loan Parties except for Liens permitted by Section 6.02 or discharged on or prior to the Joinder Date pursuant to a pay-off letter or other documentation evidence satisfactory to the Administrative Agent; (g) Evidence of insurance coverage with respect to such Subsidiary, in form, scope and substance evidencing compliance with the terms of any applicable Loan Document; (h) A notice from the Company setting forth the Funding Accounts it that all of such Subsidiary Borrower’s then existing credit facilities shall have been cancelled and terminated and all indebtedness thereunder shall have been fully repaid (except to which the Lenders are authorized extent being so repaid with the initial Revolving Loans to transfer the proceeds of any Borrowings requested such Borrower or authorized otherwise permitted to be outstanding pursuant to this Agreement); (c) In the event a Subsidiary Borrower is organized under the laws of Luxembourg, (i) Prior to an excerpt (extrait) issued by the initial Borrowing hereunder Luxembourg Trade and Companies Register dated as of the date of its designation, (ii) a non-registration certificate (certificate de non-enregistrement) issued by the Luxembourg Trade and Companies Register regarding the absence of judicial proceedings dated as of the date of its designation and (iii) in the event such Subsidiary (but without limiting or further conditioning Borrower has established its offices at the right premises of any other Borrower to request or obtain a Borrowing under Section 4.02)Luxembourg domiciliation agent, satisfactory appraisals of Inventory and field exams from Acceptable Appraisers (which shall not count towards the limitations on appraisals or field exams set forth herein) and a Borrowing Base Certificate redetermining the Revolving Borrowing Base and the FILO Borrowing Base, domiciliation certificate dated as of a the date reasonably near but on or prior to the Joinder Date; (j) Each document (including any UCC or PPSA financing statement) required by the Collateral Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of itself, the Lenders and the other Secured Parties, a perfected Lien on the Collateral of such Subsidiary described therein, prior and superior in right to any other Person (other than with respect to Liens expressly permitted by Section 6.02), shall be in proper form for filing, registration or recordation; (k) Payment of all fees required to be paid and all expenses for which invoices have been presented (including, without limitation, the reasonable and documented fees and expenses of legal counsel), in each case, in connection with the designation of such Subsidiary as a Borrowerits designation; and (d) In the event a Subsidiary Borrower is organized under the laws of Germany, (i) The Administrative Agent shall have receivedthe following constitutional documents of such Subsidiary Borrower (and, at least five if applicable, its general partner): an electronic commercial register excerpt (5not older than two (2) days prior to Business Days), articles of association (certified by the Joinder Datecompetent commercial register), all documentation shareholders’ list (certified by the competent commercial register) and other information regarding the Borrowers requested in connection with any by-laws, if applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Proceeds of Crime Act, to the extent requested in writing of the Borrowers at least ten (10) days prior to the Restatement Effective Date, and (ii) a copy of a resolution of the shareholders’/partners’ and/or, if required by law or customary for such Subsidiary Borrower, resolutions of the management and/or supervisory board of such Subsidiary Borrower, partner’s/other competent corporate body’s (as applicable) meeting of each such Subsidiary Borrower approving the terms of, and the transactions contemplated by, the Borrowing Subsidiary Agreement, this Agreement and any other Loan Documents to which such Subsidiary Borrower is becoming a party and such documents and certificates as the extent Administrative Agent or its counsel may reasonably request and resolving that such Subsidiary executes any such documents to which it is a party. (e) In the event a Subsidiary Borrower qualifies as a “legal entity customer” is organized under the Beneficial Ownership Regulationlaws of Switzerland, at least five (5i) days prior to a copy of the Joinder Dateconstitutional documents of such Subsidiary Borrower, any Lender that has requested, in being a written notice to certified excerpt of the Company at least ten (10) days prior to the Joinder Datecompetent commercial register, a Beneficial Ownership Certification in relation to certified copy of the articles of association (containing a financial assistance clause allowing for up- and cross-stream security) and (if applicable and relevant), a copy of the duly signed and approved organizational regulations; (ii) a copy of a resolution of the board of directors of such Subsidiary shall Borrower authorizing the execution, delivery and performance of each Loan Document to which it is a party; (iii) a copy of a resolution of its shareholders’ meeting, approving the terms of, and the transactions contemplated by, the Loan Documents to which such Subsidiary Borrower is a party and (iv) a certificate of the board of directors of such Subsidiary Borrower certifying (a) that there have received been no changes in the constitutional documents of such Beneficial Ownership CertificationSubsidiary Borrower as set out in Section 4.03 (e) (i) above, as attached thereto and as certified as of a recent date by the commercial register, if applicable, since the date of the certification thereof by such commercial register, (b) resolutions of the Board of Directors or other governing body of such Subsidiary Borrower authorizing the execution, delivery and performance of each Loan Document to which it is a party, and (c) the names and true signatures of the authorized signatories of such Subsidiary Borrower authorized to sign the Loan Documents to which it is a party, and authorized to request Borrowings and/or LC Disbursements under the Credit Agreement.

Designation of a Subsidiary Borrower. The designation of a U.S. Subsidiary or a Canadian Subsidiary as a Borrower pursuant to Section 2.25 2.23 is subject to the condition precedent that the Company or such proposed Subsidiary Borrower shall have furnished or caused to be furnished to the Administrative Agent (unless waived by the Required Lenders, the Administrative Agent and the FILO Agent) (the date on which such Subsidiary is joined, the “Joinder Date”):: (a) Execution and delivery of a Joinder Agreement; (b) Copies, certified by the Secretary or Assistant Secretary (or such other officer or representative acceptable to the Administrative Agent) of such Subsidiary, of its Board of Directors’ resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for the Administrative Agent) approving the Borrowing Subsidiary Agreement and any other Loan Documents to which such Subsidiary is becoming a party and such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of such Subsidiary; (cb) An incumbency certificate, executed by the Secretary or Assistant Secretary (or such other officer or representative acceptable to the Administrative Agent) of such Subsidiary, which shall identify by name and title and bear the signature of the officers of such Subsidiary authorized to request Borrowings hereunder and sign the Borrowing Subsidiary Agreement and the other Loan Documents to which such Subsidiary is becoming a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Company or such Subsidiary; (dc) Opinions of counsel to such Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent and its counsel, with respect to the laws of its jurisdiction of organization and such other matters as are reasonably requested by counsel to the Administrative Agent reasonable and customary and addressed to the Administrative Agent and the Lenders;; and (ed) Any promissory notes requested by any ▇▇▇▇▇▇Lender, and any other instruments and documents reasonably requested by the Administrative Agent;Agent in connection with applicable laws, rules and regulations. (fe) The Administrative Agent shall have received the results of a recent lien search in each jurisdiction reasonably requested by the Administrative Agent, Any documentation and such search shall reveal no Liens on any of the assets of the Loan Parties except for Liens permitted by Section 6.02 or discharged on or prior to the Joinder Date pursuant to a pay-off letter or other documentation satisfactory to the Administrative Agent; (g) Evidence of insurance coverage information with respect to such Subsidiary, in form, scope and substance evidencing compliance with the terms of any applicable Loan Document; (h) A notice from the Company setting forth the Funding Accounts of such proposed Subsidiary to which the Lenders are authorized to transfer the proceeds of any Borrowings requested or authorized pursuant to this Agreement; (i) Prior to the initial Borrowing hereunder by such Subsidiary (but without limiting or further conditioning the right of any other Borrower to request or obtain a Borrowing under Section 4.02), satisfactory appraisals of Inventory and field exams from Acceptable Appraisers (which shall not count towards the limitations on appraisals or field exams set forth herein) and a Borrowing Base Certificate redetermining the Revolving Borrowing Base and the FILO Borrowing Base, as of a date reasonably near but on or prior to the Joinder Date; (j) Each document (including any UCC or PPSA financing statement) required by the Collateral Documents or under law or that is reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor any of the Lenders (acting through the Administrative Agent, for ) at least three Business Days in advance of the benefit of itself, the Lenders and the other Secured Parties, a perfected Lien on the Collateral proposed effective date of such Subsidiary described therein, prior and superior in right to any other Person (other than with respect to Liens expressly permitted by Section 6.02), shall be in proper form for filing, registration or recordation; (k) Payment of all fees required to be paid and all expenses for which invoices have been presented (including, without limitation, the reasonable and documented fees and expenses of legal counsel), in each case, designation in connection with the designation of such Subsidiary as a Borrower; and (i) The Administrative Agent shall have received, at least five (5) days prior to the Joinder Date, all documentation and other information regarding the Borrowers requested in connection with requirements by regulatory authorities under applicable “know your know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Proceeds of Crime Patriot Act, to the extent requested in writing of the Borrowers at least ten (10) days prior to the Restatement Effective Date, and (ii) to the extent any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five (5) days prior to the Joinder Date, any Lender that has requested, in a written notice to the Company at least ten (10) days prior to the Joinder Date, a Beneficial Ownership Certification in relation to such Subsidiary shall have received such Beneficial Ownership Certification.

Designation of a Subsidiary Borrower. The designation of a U.S. Subsidiary or a Canadian Subsidiary as a Borrower pursuant to Section 2.25 2.23 is subject to the condition conditions precedent that the that: (a) The Company or such proposed Subsidiary Borrower shall have furnished or caused to be furnished to the Administrative Agent (unless waived by the Required Lenders, the Administrative Agent and the FILO Agent) (the date on which such Subsidiary is joined, the “Joinder Date”):: (ai) Execution and delivery of a Joinder Agreement; subject to clause (b) Copiesbelow, copies, certified by the Secretary or Assistant Secretary (or such other officer appropriate officer, manager or representative acceptable to the Administrative Agentdirector) of such Subsidiary, of its Board board of Directorsdirectors’ (or other applicable governing body’s) resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for the Administrative Agent) approving the Borrowing Subsidiary Agreement and any other Loan Documents to which such Subsidiary is becoming a party and such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of such Subsidiary; (cii) An an incumbency certificate, executed by the Secretary or Assistant Secretary (or such other officer appropriate officer, manager or representative acceptable to the Administrative Agentdirector) of such Subsidiary, which shall identify by name and title and bear the signature of the officers or other representatives of such Subsidiary authorized to request Borrowings hereunder and sign the Borrowing Subsidiary Agreement and the other Loan Documents to which such Subsidiary is becoming a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Company or such Subsidiary; (diii) Opinions opinions of counsel to such SubsidiarySubsidiary (which may include inside counsel to such Subsidiary for certain matters), in form and substance reasonably satisfactory to the Administrative Agent and its counsel, with respect to the laws of its jurisdiction of organization and such other matters as are reasonably requested by counsel to the Administrative Agent and addressed to the Administrative Agent and the Lenders; (eiv) Any any promissory notes requested by any ▇▇▇▇▇▇Lender, and any other instruments and documents reasonably requested by the Administrative Agent;Agent or any Lender (including in connection with the Act defined in Section 9.13); and (fv) The Administrative Agent shall have received the results of a recent lien search in each jurisdiction reasonably requested by the Administrative Agent, any documentation and such search shall reveal no Liens on any of the assets of the Loan Parties except for Liens permitted by Section 6.02 or discharged on or prior to the Joinder Date pursuant to a pay-off letter or other documentation satisfactory to the Administrative Agent; (g) Evidence of insurance coverage with respect information related to such Subsidiary, in form, scope and substance evidencing compliance with the terms of any applicable Loan Document; (h) A notice from the Company setting forth the Funding Accounts of such Subsidiary to which the Lenders are authorized to transfer the proceeds of any Borrowings requested or authorized pursuant to this Agreement; (i) Prior to the initial Borrowing hereunder by such Subsidiary (but without limiting or further conditioning the right of any other Borrower to request or obtain a Borrowing under Section 4.02), satisfactory appraisals of Inventory and field exams from Acceptable Appraisers (which shall not count towards the limitations on appraisals or field exams set forth herein) and a Borrowing Base Certificate redetermining the Revolving Borrowing Base and the FILO Borrowing Base, as of a date reasonably near but on or prior to the Joinder Date; (j) Each document (including any UCC or PPSA financing statement) required by the Collateral Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of itself, the Lenders and the other Secured Parties, a perfected Lien on the Collateral of such Subsidiary described therein, prior and superior in right to any other Person (other than with respect to Liens expressly permitted by Section 6.02), shall be in proper form for filing, registration or recordation; (k) Payment of all fees required to be paid and all expenses for which invoices have been presented (including, without limitation, the reasonable and documented fees and expenses of legal counsel), in each case, in connection with the designation of such Subsidiary as a Borrower; and (i) The Administrative Agent shall have received, at least five (5) days prior to the Joinder Date, all documentation and other information regarding the Borrowers requested in connection with Lender under applicable “know your customer” and anti-money laundering or similar rules and regulations, including the USA PATRIOT Patriot Act (which documentation and the Proceeds of Crime Act, information shall be subject to the extent requested in writing approval (such approval not to be unreasonably withheld, conditioned or delayed) of each of the Borrowers at least ten Revolving Lenders); and (10b) days prior to In the Restatement Effective Dateevent a Subsidiary Borrower is organized under the laws of Germany, (i) the following constitutional documents of such Subsidiary Borrower (and, if applicable, its general partner): an electronic commercial register excerpt (not older than two (2) Business Days), articles of association (certified by the competent commercial register), shareholders’ list (certified by the competent commercial register) and any by-laws, if applicable and (ii) to a copy of a resolution of the extent any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulationshareholders’/partners’ and/or, at least five (5) days prior to the Joinder Date, any Lender that has requested, in a written notice to the Company at least ten (10) days prior to the Joinder Date, a Beneficial Ownership Certification in relation to if required by law or customary for such Subsidiary shall have received Borrower, resolutions of the management and/or supervisory board of such Beneficial Ownership CertificationSubsidiary Borrower, partner’s/other competent corporate body’s (as applicable) meeting of each such Subsidiary Borrower approving the terms of, and the transactions contemplated by, the Borrowing Subsidiary Agreement, this Agreement and any other Loan Documents to which such Subsidiary Borrower is becoming a party and such documents and certificates as the Administrative Agent or its counsel may reasonably request and resolving that such Subsidiary executes any such documents to which it is a party.

Designation of a Subsidiary Borrower. The designation of a U.S. Subsidiary or a Canadian Subsidiary as a Borrower pursuant to Section 2.25 2.23 is subject to the condition precedent that the Company or such proposed Subsidiary Borrower shall have furnished or caused to be furnished to the Administrative Agent (unless waived by the Required Lenders, the Administrative Agent and the FILO Agent) (the date on which such Subsidiary is joined, the “Joinder Date”):: (a) Execution and delivery of a Joinder Agreement; (b) Copies, certified by the Secretary or Assistant Secretary (or such other officer or representative acceptable to the Administrative Agent) of such Subsidiary, of its Board of Directors’ resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for the Administrative Agent) approving the Borrowing Subsidiary Agreement and any other Loan Documents to which such Subsidiary is becoming a party and such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of such Subsidiary; (cb) An incumbency certificate, executed by the Secretary or Assistant Secretary (or such other officer or representative acceptable to the Administrative Agent) of such Subsidiary, which shall identify by name and title and bear the signature of the officers of such Subsidiary authorized to request Borrowings hereunder and sign the Borrowing Subsidiary Agreement and the other Loan Documents to which such Subsidiary is becoming a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Company or such Subsidiary; (dc) Opinions of counsel to such Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent and its counsel, with respect to the laws of its jurisdiction of organization and such other matters as are reasonably requested by counsel to the Administrative Agent and addressed to the Administrative Agent and the Lenders; (ed) Any promissory notes requested by any ▇▇▇▇▇▇Lender, and any other instruments and documents reasonably requested by the Administrative Agent; (f) The Administrative Agent shall have received to the results of a recent lien search in each jurisdiction extent reasonably requested by in writing to the Administrative Agent, and such search shall reveal no Liens on any of the assets of the Loan Parties except for Liens permitted by Section 6.02 or discharged on or Company at least ten (10) days prior to the Joinder Date pursuant to a pay-off letter or other documentation satisfactory to the Administrative Agent; (g) Evidence of insurance coverage with respect to such Subsidiary, in form, scope and substance evidencing compliance with the terms of any applicable Loan Document; (h) A notice from the Company setting forth the Funding Accounts proposed date of such Subsidiary to which the Lenders are authorized to transfer the proceeds of any Borrowings requested or authorized pursuant to this Agreement;Borrower designation; and (ie) Prior to the initial Borrowing hereunder by such Subsidiary (but without limiting or further conditioning the right of any Any documentation and other Borrower to request or obtain a Borrowing under Section 4.02), satisfactory appraisals of Inventory and field exams from Acceptable Appraisers (which shall not count towards the limitations on appraisals or field exams set forth herein) and a Borrowing Base Certificate redetermining the Revolving Borrowing Base and the FILO Borrowing Base, as of a date reasonably near but on or prior to the Joinder Date; (j) Each document (including any UCC or PPSA financing statement) required by the Collateral Documents or under law or information that is reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor any of the Administrative Agent, for the benefit of itself, the Lenders and the other Secured Parties, a perfected Lien on the Collateral of such Subsidiary described therein, prior and superior in right to any other Person (other than with respect to Liens expressly permitted that is required by Section 6.02), shall be in proper form for filing, registration or recordation; (k) Payment of all fees required to be paid and all expenses for which invoices have been presented (including, without limitation, the reasonable and documented fees and expenses of legal counsel), in each case, in connection with the designation of such Subsidiary as a Borrower; and (i) The Administrative Agent shall have received, at least five (5) days prior to the Joinder Date, all documentation and other information regarding the Borrowers requested in connection with regulatory authorities under applicable “know your know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Patriot Act and the Proceeds of Crime ActBeneficial Ownership Regulation (to the extent applicable), to the extent reasonably requested in writing of the Borrowers at least ten (10) days prior to the Restatement Effective Date, and (ii) to the extent any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five (5) days prior to the Joinder Date, any Lender that has requested, in a written notice to the Company at least ten (10) days prior to the Joinder Date, a Beneficial Ownership Certification in relation to proposed date of such Subsidiary shall have received such Beneficial Ownership CertificationBorrower designation.

Designation of a Subsidiary Borrower. The After the Effective Date, the designation of a U.S. Subsidiary or a Canadian Subsidiary as a Borrower pursuant to Section 2.25 2.23 is subject to the condition precedent that the Company or such proposed Subsidiary Borrower shall have furnished or caused to be furnished to the Administrative Agent (unless waived by the Required Lenders, the Administrative Agent and the FILO Agent) (the date on which such Subsidiary is joined, the “Joinder Date”):: (a) Execution and delivery of a Joinder Agreement; (b) Copies, certified by the Secretary or Assistant Secretary (or such other officer appropriate officer, manager or representative acceptable to the Administrative Agentdirector) of such Subsidiary, of its Board of Directors’ (or other governing body’s) resolutions (and resolutions of other bodiesand, if any are deemed necessary by counsel for to the Administrative Agentextent necessary, shareholder resolutions) approving the Borrowing Subsidiary Agreement and any other Loan Documents to which such Subsidiary is becoming a party and such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of such SubsidiarySubsidiary in its jurisdiction of organization; (cb) An incumbency certificate, executed certified by the Secretary or Assistant Secretary (or such other officer appropriate officer, manager or representative acceptable to the Administrative Agentdirector) of such Subsidiary, which shall identify by name and title and bear the signature of the officers officers, managers, directors and other persons of such Subsidiary authorized to request Borrowings hereunder and sign the Borrowing Subsidiary Agreement and the other Loan Documents to which such Subsidiary is becoming a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Company or such Subsidiary; (dc) Opinions of counsel to such Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent and its counsel, with respect to the laws of its jurisdiction of organization and such other customary matters as are reasonably requested by counsel to the Administrative Agent (but, in any case, limited to the types of matters covered in the legal opinions delivered pursuant to Section 4.01, in the case of a jurisdiction of a Borrower in respect of which a legal opinion was delivered pursuant to Section 4.01) and addressed to the Administrative Agent and the Lenders;; and (ed) Any promissory notes requested by any ▇▇▇▇▇▇Lender pursuant to Section 2.10(e), and any other instruments and documents reasonably requested by the Administrative Agent;. (fe) The Administrative Agent shall have received the results of a recent lien search in each jurisdiction reasonably requested by the Administrative Agent, Any documentation and such search shall reveal no Liens on any of the assets of the Loan Parties except for Liens permitted by Section 6.02 or discharged on or prior to the Joinder Date pursuant to a pay-off letter or other documentation satisfactory to the Administrative Agent; (g) Evidence of insurance coverage with respect to such Subsidiary, in form, scope and substance evidencing compliance with the terms of any applicable Loan Document; (h) A notice from the Company setting forth the Funding Accounts of such Subsidiary to which the Lenders are authorized to transfer the proceeds of any Borrowings requested or authorized pursuant to this Agreement; (i) Prior to the initial Borrowing hereunder by such Subsidiary (but without limiting or further conditioning the right of any other Borrower to request or obtain a Borrowing under Section 4.02), satisfactory appraisals of Inventory and field exams from Acceptable Appraisers (which shall not count towards the limitations on appraisals or field exams set forth herein) and a Borrowing Base Certificate redetermining the Revolving Borrowing Base and the FILO Borrowing Base, as of a date reasonably near but on or prior to the Joinder Date; (j) Each document (including any UCC or PPSA financing statement) required by the Collateral Documents or under law or information that is reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor any of the Lenders (acting through the Administrative Agent, for the benefit of itself, the Lenders and the other Secured Parties, a perfected Lien on the Collateral of such Subsidiary described therein, prior and superior in right to any other Person (other than with respect to Liens expressly permitted by Section 6.02), shall be in proper form for filing, registration or recordation; (k) Payment of all fees required to be paid and all expenses for which invoices have been presented (including, without limitation, the reasonable and documented fees and expenses of legal counsel), in each case, in connection with the designation of such Subsidiary as a Borrower; and (i) The Administrative Agent shall have received, at least five (5) days prior to the Joinder Date, all documentation and other information regarding the Borrowers requested in connection with requirements by regulatory authorities under applicable “know your know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and Patriot Act; provided that any such request shall be made no later than three (3) Business Days after written notice by the Proceeds of Crime Act, Company to the extent requested in writing Administrative Agent of the Borrowers at least ten (10) days prior such designation pursuant to the Restatement Effective Date, and (ii) to the extent any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five (5) days prior to the Joinder Date, any Lender that has requested, in a written notice to the Company at least ten (10) days prior to the Joinder Date, a Beneficial Ownership Certification in relation to such Subsidiary shall have received such Beneficial Ownership CertificationSection 2.23.

Designation of a Subsidiary Borrower. The designation of a U.S. Subsidiary or a Canadian Subsidiary as a Borrower pursuant to Section 2.25 is subject to the condition 101 precedent that the Company or such proposed Borrower shall have furnished or caused to be furnished to the Administrative Agent (unless waived by the Required Lenders, the Administrative Agent and the FILO Agent) (the date on which such Subsidiary is joined, the “Joinder Date”): (a) Execution and delivery of a Joinder Agreement; (b) Copies, certified by the Secretary or Assistant Secretary (or such other officer or representative acceptable to the Administrative Agent) of such Subsidiary, of its Board of Directors’ resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for the Administrative Agent) approving the Borrowing Subsidiary Agreement and any other Loan Documents to which such Subsidiary is becoming a party and such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of such Subsidiary; (c) An incumbency certificate, executed by the Secretary or Assistant Secretary (or such other officer or representative acceptable to the Administrative Agent) of such Subsidiary, which shall identify by name and title and bear the signature of the officers of such Subsidiary authorized to request Borrowings hereunder and sign the Borrowing Subsidiary Agreement and the other Loan Documents to which such Subsidiary is becoming a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Company or such Subsidiary; (d) Opinions of counsel to such Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent and its counsel, with respect to the laws of its jurisdiction of organization and such other matters as are reasonably requested by counsel to the Administrative Agent and addressed to the Administrative Agent and the Lenders; (e) Any promissory notes requested by any ▇▇▇▇▇▇Lender, and any other instruments and documents reasonably requested by the Administrative Agent; (f) The Administrative Agent shall have received the results of a recent lien search in each jurisdiction reasonably requested by the Administrative Agent, and such search shall reveal no Liens on any of the assets of the Loan Parties except for Liens permitted by Section 6.02 or discharged on or prior to the Joinder Date pursuant to a pay-off letter or other documentation satisfactory to the Administrative Agent; (g) Evidence of insurance coverage with respect to such Subsidiary, in form, scope and substance evidencing compliance with the terms of any applicable Loan Document; (h) A notice from the Company setting forth the Funding Accounts of such Subsidiary to which the Lenders are authorized to transfer the proceeds of any Borrowings requested or authorized pursuant to this Agreement; (i) Prior to the initial Borrowing hereunder by such Subsidiary (but without limiting or further conditioning the right of any other Borrower to request or obtain a Borrowing under Section 4.02), satisfactory appraisals of Inventory and field exams from Acceptable Appraisers appraisers satisfactory to the Administrative Agent (which shall not count towards the limitations on appraisals or field exams set forth herein) and a Borrowing Base Certificate redetermining the Revolving Borrowing Base and the FILO Borrowing Base, as of a date reasonably near but on or prior to the Joinder Date;; 102 (j) Each document (including any UCC or PPSA financing statement) required by the Collateral Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of itself, the Lenders and the other Secured Parties, a perfected Lien on the Collateral of such Subsidiary described therein, prior and superior in right to any other Person (other than with respect to Liens expressly permitted by Section 6.02), shall be in proper form for filing, registration or recordation; (k) Payment of all fees required to be paid and all expenses for which invoices have been presented (including, without limitation, the reasonable and documented fees and expenses of legal counsel), in each case, in connection with the designation of such Subsidiary as a Borrower; and (i) The Administrative Agent shall have received, at least five (5) days prior to the Joinder Date, all documentation and other information regarding the Borrowers requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Proceeds of Crime Act, to the extent requested in writing of the Borrowers at least ten (10) days prior to the Restatement Effective Date, and (ii) to the extent any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five (5) days prior to the Joinder Date, any Lender that has requested, in a written notice to the Company at least ten (10) days prior to the Joinder Date, a Beneficial Ownership Certification in relation to such Subsidiary shall have received such Beneficial Ownership Certification.