Common use of Designated Entities Clause in Contracts

Designated Entities. (a) A Lender (the “Related Lender”) may designate an affiliate or substitute Facility Office (a “Designated Entity”) as its Facility Office for the purpose of participating in Loans to a Borrower in a particular jurisdiction. (b) An affiliate or Facility Office of a Lender may be designated for the purposes of paragraph (a) by: (i) appearing in the list of Designated Entities in Schedule 18 (List of Designated Entities) of this Agreement and signing this Agreement as a Designated Entity; or (ii) acceding as a Designated Entity by signing an accession agreement substantially in the form of Schedule 19 (Form of Designated Entity Accession Agreement). (c) A Designated Entity does not have any Commitment and does not have any obligations under this Agreement prior to such Designated Entity participating in a Loan. (d) When a Designated Entity participates in a Loan: (i) subject to paragraph (e) below, it shall be entitled to all the rights of a Lender and have the corresponding obligations of a Lender, in each case under the Finance Documents relating to its participation in any such Loans; and (ii) the other parties to the Finance Documents shall treat the Designated Entity as a Lender for these purposes. The Designated Entity is a party to this Agreement for these purposes. (e) For the purposes only of voting in connection with any Finance Document, the participation of a Designated Entity in any outstanding Loans shall be deemed to be a participation of the Related Lender. (f) Any notice or communication to be made to a Designated Entity shall be served directly on the Designated Entity at the address supplied to the Facility Agent by the Related Lender where the Related Lender or Designated Entity reasonably requests or, if no such request has been made, shall be delivered to the Related Lender in accordance with this Agreement. (g) A Designated Entity may assign or transfer any of its rights and obligations under this Agreement in respect of its participation in any Loan (and the Related Lender may assign or transfer any corresponding Commitment) in accordance with Clause 27.1 (Assignments and Transfers by the Lenders).

Designated Entities. (a) A Lender (the “Related Lender”) may designate an affiliate Affiliate or substitute Facility Office (a “Designated Entity”) as its Facility Office for the purpose of participating in Loans to a Borrower in a particular jurisdiction. (b) An affiliate or Facility Office of a Lender may be designated for the purposes of paragraph (a) by: (i) appearing in the list of Designated Entities in Schedule 18 (List of Designated Entities) of this Agreement and signing this Agreement as a Designated Entity; or (ii) acceding as a Designated Entity by signing an accession agreement substantially in the form of Schedule 19 (Form of Designated Entity Accession Agreement). (c) A Designated Entity does not have any Commitment and does not have any obligations under this Agreement prior to such Designated Entity participating in a Loan. (d) When a Designated Entity participates in a Loan: (i) subject to paragraph (e) below, it shall be entitled to all the rights of a Lender and have the corresponding obligations of a Lender, in each case under the Finance Documents relating to its participation in any such Loans; and (ii) the other parties to the Finance Documents shall treat the Designated Entity as a Lender for these purposes. The Designated Entity is a party to this Agreement Party for these purposes. (e) For the purposes only of voting in connection with any Finance Document, the participation of a Designated Entity in any outstanding Loans shall be deemed to be a participation of the Related Lender. (f) Any notice or communication to be made to a Designated Entity shall be served directly on the Designated Entity at the address supplied to the Facility Agent by the Related Lender where the Related Lender or Designated Entity reasonably requests or, if no such request has been made, shall be delivered to the Related Lender in accordance with this Agreement. (g) A Designated Entity may assign or transfer any of its rights and obligations under this Agreement in respect of its participation in any Loan (and the Related Lender may assign or transfer any corresponding Commitment) in accordance with Clause 27.1 (Assignments and Transfers by the Lenders).

Designated Entities. (a) A Lender (the “Related Lender”) may designate an affiliate or substitute Facility Office Affiliate (a “Designated Entity”) as its Facility Office for the purpose of participating in Loans to a Borrower in a particular jurisdiction. (b) An affiliate or Facility Office Affiliate of a Lender may be designated for the purposes of paragraph (a) by: (i) appearing in the list of Designated Entities in Schedule 18 13 (List of Designated Entities) of this Agreement and signing this Agreement as a Designated Entity; or (ii) acceding as a Designated Entity by signing an accession agreement substantially in the form of Schedule 19 14 (Form of Designated Entity Accession Agreement). (c) The written consent of the Italian Borrower together with a notice to Luxottica U.S. Holdings Corp. is required for the accession of an Affiliate of a Lender as Designated Entity. (d) A Designated Entity does not have any Commitment and does not have any obligations under this Agreement prior to such Designated Entity participating in a Loan. (de) When a Designated Entity participates in a Loan: (i) subject to paragraph (ef) below, it shall be entitled to all the rights of a Lender and have the corresponding obligations of a Lender, in each case under the Finance Documents relating to its participation in any such Loans; and (ii) the other parties to the Finance Documents shall treat the Designated Entity as a Lender for these purposes. The Designated Entity is a party to this Agreement for these purposes. (ef) For the purposes only of voting in connection with any Finance Document, the participation of a Designated Entity in any outstanding Loans shall be deemed to be a participation of the Related Lender. (fg) A Related Lender will: (i) so long as the relevant Designated Entity is able to do so, procure that, subject to the terms of this Agreement, that Designated Entity participates in Loans to the Borrower(s) in the relevant jurisdiction designated in accordance with this Clause; and (ii) subject to the terms of this Agreement, remain liable to participate in any Loan in the event that the Designated Entity is unable or fails to do so. (h) Any notice or communication to be made to a Designated Entity shall be served directly on the Designated Entity at the address supplied to the Facility Agent by the Related Lender where the Related Lender or Designated Entity reasonably requests or, if no such request has been made, shall be delivered to the Related Lender in accordance with this Agreement. (gi) A Designated Entity may assign or transfer any of its rights and obligations under this Agreement in respect of its participation in any Loan (and the Related Lender may assign or transfer any corresponding Commitment) in accordance with Clause 27.1 24 (Assignments and Transfers by Changes to the Lenders).

Designated Entities. (a) A Any Lender (the a “Related Lender”) may designate an affiliate or substitute Facility Office Affiliate (a “Designated Entity”) as its Facility Office for the purpose of participating in order to participate in Loans to a Borrower Borrowers incorporated in a particular jurisdictionjurisdiction or jurisdictions (“Designated Jurisdictions”) on its behalf. (b) An affiliate or Facility Office Affiliate of a Lender may be designated for the purposes of paragraph (a) become a Designated Entity by: (i) appearing in the list of Designated Entities in Schedule 18 (List of Designated Entities) of this Agreement and signing this Agreement as a Designated Entity; or (ii) acceding as a Designated Entity by signing an accession agreement substantially in the form of Schedule 19 (Form of delivering a Designated Entity Accession Letter duly executed by that Affiliate and its Related Lender. An accession referred to in sub-paragraph (b)(ii) above shall become effective when the Agent executes such Designated Entity Accession Letter. The Agent shall, subject to paragraph (c) below, as soon as reasonably practicable after receipt by it of a duly completed Designated Entity Accession Letter appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement), execute that Designated Entity Accession Letter. (c) The Agent shall only be obliged to execute a Designated Entity Accession Letter delivered to it by a proposed Designated Entity and its Related Lender once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to such proposed Designated Entity. (d) A Designated Entity does not have any Commitment and does not have any obligations under this Agreement prior to such Designated Entity participating in a Loan. (de) When The relevant Related Lender shall provide the Agent with five Business Days’ written notice if it requires a Designated Entity participates to participate in Loan(s) to Borrowers incorporated in a Loan: (i) subject to paragraph (e) belowDesignated Jurisdiction, it shall be entitled to all specifying the rights Base Currency Amount of a Lender and have the corresponding obligations of a Lender, in each case under the Finance Documents relating to its Designated Entity’s participation in any such Loans; and (iithe relevant Loan(s) and the other parties to Agent shall inform the Finance Documents shall treat the Company of that Designated Entity as a Lender for these purposes. The Designated Entity is a party to this Agreement for these purposes. (e) For the purposes only of voting in connection with any Finance Document, the Entity’s participation of a Designated Entity in any outstanding Loans shall be deemed to be a participation of the Related Lender. (f) Any notice or communication to be made to a Designated Entity shall be served directly on the Designated Entity at the address supplied to the Facility Agent by the Related Lender where the Related Lender or Designated Entity reasonably requests or, if no day of receipt of such request has been made, shall be delivered to the Related Lender in accordance with this Agreementnotice. (g) A Designated Entity may assign or transfer any of its rights and obligations under this Agreement in respect of its participation in any Loan (and the Related Lender may assign or transfer any corresponding Commitment) in accordance with Clause 27.1 (Assignments and Transfers by the Lenders).

Designated Entities. (a) A Lender Subject to the provisions of this subsection (the “Related Lender”) a), any Bank may at any time designate an affiliate Eligible Designee to provide all or substitute Facility Office (a “Designated Entity”) as its Facility Office for portion of the purpose of participating in Loans to be made by such Bank pursuant to this Agreement; provided that such designation shall not be effective unless the Borrower and the Administrative Agent consent thereto (which consents shall not be unreasonably withheld). When a Borrower in a particular jurisdiction. (b) An affiliate or Facility Office of a Lender may be designated for the purposes of paragraph (a) by: (i) appearing in the list of Designated Entities in Schedule 18 (List of Designated Entities) of this Agreement Bank and signing this Agreement as a Designated Entity; or (ii) acceding as a Designated Entity by signing its Eligible Designee shall have signed an accession agreement substantially in the form of Schedule 19 Exhibit H hereto (Form of a "Designation Agreement") and the Borrower and the Administrative Agent shall have signed their respective consents thereto, such Eligible Designee shall become a Designated Entity Accession for purposes of this Agreement). The Designating Bank shall thereafter have the right to permit such Designated Entity to provide all or a portion of the Loans to be made by such Designating Bank pursuant to Section 2.01 or 2.03, and the making of such Loans or portion thereof shall satisfy the obligation of the Designating Bank to the same extent, and as if, such Loans or portion thereof were made by the Designating Bank. As to any Loans or portion thereof made by it, each Designated Entity shall have all the rights that a Bank making such Loans or portion thereof would have had under this Agreement and otherwise; provided that (x) its voting rights under this Agreement shall be exercised solely by its Designating Bank and (y) its Designating Bank shall remain solely responsible to the other parties hereto for the performance of such Designated Entity's obligations under this Agreement, including its obligations in respect of the Loans or portion thereof made by it. No additional Note shall be required to evidence the Loans or portion thereof made by a Designated Entity; and the Designating Bank shall be deemed to hold its Note as agent for its Designated Entity to the extent of the Loans or portion thereof funded by such Designated Entity. Each Designating Bank shall act as administrative agent for its Designated Entity and give and receive notices and other communications on its behalf. Any payments for the account of any Designated Entity shall be paid to its Designating Bank as administrative agent for such Designated Entity and neither the Borrower nor the Administrative Agent shall be responsible for any Designating Bank's application of such payments. In addition, any Designated Entity may, with notice to (but without the prior written consent of) the Borrower and the Administrative Agent, (i) assign all or portions of its interest in any Loans to its Designating Bank or to any financial institutions consented to by the Borrower and the Administrative Agent that provide liquidity and/or credit facilities to or for the account of such Designated Entity to support the funding of Loans or portions thereof made by it and (ii) disclose on a confidential basis any non-public information relating to its Loans or portions thereof to any rating. (cb) A Designated Entity does not have any Commitment and does not have any obligations under this Agreement prior to such Designated Entity participating in a Loan. (d) When a Designated Entity participates in a Loan: (i) subject to paragraph (e) below, it shall be entitled to all the rights of a Lender and have the corresponding obligations of a Lender, in each case under the Finance Documents relating to its participation in any such Loans; and (ii) the other parties to the Finance Documents shall treat the Designated Entity as a Lender for these purposes. The Designated Entity is a Each party to this Agreement for these purposes. (e) For the purposes only of voting agrees that it will not institute against, or join any other person in connection with instituting against, any Finance Document, the participation of a Designated Entity in any bankruptcy, insolvency, reorganization or other similar proceeding under any federal or state bankruptcy or similar law, for one year and a day after all outstanding Loans shall be deemed to be a participation senior indebtedness of the Related Lender. (f) Any notice or communication to be made to a such Designated Entity shall be served directly on the is paid in full. The Designating Bank for each Designated Entity at agrees to indemnify, save, and hold harmless each other party hereto for any loss, cost, damage and expense arising out of its inability to institute any such proceeding against such Designated Entity. This subsection (b) shall survive the address supplied to the Facility Agent by the Related Lender where the Related Lender or Designated Entity reasonably requests or, if no such request has been made, shall be delivered to the Related Lender in accordance with termination of this Agreement. (g) A Designated Entity may assign or transfer any of its rights and obligations under this Agreement in respect of its participation in any Loan (and the Related Lender may assign or transfer any corresponding Commitment) in accordance with Clause 27.1 (Assignments and Transfers by the Lenders).

Designated Entities. (a) A Lender (the “Related Lender”) may designate an affiliate one of its Affiliates or a substitute Facility Office lending office (a “Designated Entity”) as its Facility Office for the purpose of participating in Loans to a Borrower Borrowers in a particular jurisdiction. (b) An affiliate Affiliate or Facility Office lending office of a Lender Bank may be designated for the purposes of paragraph (a) by: (i) appearing in the list of Designated Entities in Schedule 18 13 (List of Designated Entities) of this Agreement and signing having executed this Agreement as a Designated Entity; or (ii) acceding as a Designated Entity by signing an accession agreement substantially in the form of Schedule 19 (Form of a Designated Entity Accession Agreement). (c) A Designated Entity does not have any Commitment and does not have any obligations under this Agreement prior to such Designated Entity participating in a Loan. (d) When a Designated Entity participates in a Loan: (i) subject to paragraph (e) below, it shall be entitled to all the rights of a Lender and have the corresponding obligations of a Lender, in each case under the Finance Documents Documents, relating to its participation in any such LoansLoan; and (ii) the other parties to the Finance Documents shall treat the Designated Entity as a Lender for these purposes. The , and the Designated Entity is a party to this Agreement Party for these purposes. (e) For the purposes only of voting in connection with any Finance Document, the participation of a Designated Entity in any outstanding Loans Loan shall be deemed to be a participation of the Related Lender. (f) Any notice or communication to be made to a Designated Entity shall be delivered to the Related Lender in accordance with this Agreement or, where the Related Lender or Designated Entity so request, served directly on the Designated Entity at the address supplied to the Facility Agent by the Related Lender where or the Related Lender or Designated Entity reasonably requests or, if no such request has been made, shall (as the case may be delivered to in the Related Lender in accordance with this relevant Designated Entity Accession Agreement). (g) A Designated Entity may assign or transfer any of its rights and obligations under this Agreement in respect of its participation in any Loan (and the Related Lender may assign or transfer any corresponding Commitment) in accordance with Clause 27.1 23 (Assignments and Transfers by Changes to the Lenders). (h) Notwithstanding anything to the contrary in this Agreement, if: (i) a Related Lender designates one of its Affiliates or a substitute lending office as its Facility Office for the purpose of participating in Loans in accordance with this Clause 2.5; and (ii) as a result of circumstances existing at the date the designation of that Designated Entity occurs, an Obligor would be obliged to make a payment to the Related Lender or the Designated Entity under Clause 12 (Tax gross up and indemnities) or Clause 13 (Increased costs), then the Related Lender and the relevant Designated Entity are only entitled to receive payment under those Clauses to the same extent (in aggregate) as the Related Lender would have been had the Related Lender not designated a Designated Entity.

Designated Entities. (a) A Lender (the “Related Appointing Lender”) may may, in relation to the relevant Facility, designate an affiliate Affiliate or substitute Facility Office (a “Designated Entity”) as its Facility Office for the purpose of participating in Loans in that Facility to a Borrower the Company in a particular jurisdictioncurrency. (b) An affiliate Affiliate or Facility Office of a Lender may be designated for the purposes of paragraph (a) above by: (i) appearing in the list of Designated Entities in Part I of Schedule 18 12 (List of Designated Entities) of this Agreement and signing this Agreement as a Designated Entity; or (ii) acceding as a Designated Entity by signing an accession agreement substantially in the form of Schedule 19 (Form of a Designated Entity Accession Agreement). (c) A Designated Entity does not have any Commitment and does not have any obligations under this Agreement prior to such Designated Entity participating in a Loan. (d) When a Designated Entity participates in a Loan: (i) subject to paragraph (e) below, it shall be entitled to all the rights of a Lender in relation to that Facility and have the corresponding obligations of a LenderLender in relation to that Facility, in each case under the Finance Documents relating to its participation in any such Loans; and (ii) the other parties to the Finance Documents shall treat the Designated Entity as a Lender in relation to that Facility for these purposes. The Designated Entity is a party to this Agreement for these purposes. (e) For the purposes only of voting in connection with any Finance Document, the participation of a Designated Entity in any outstanding Loans in relation to that Facility shall be deemed to be a participation of the Related LenderAppointing Lender in relation to that Facility. (f) Any notice or communication to be made to a Designated Entity shall be served directly on the Designated Entity at the address supplied to the Facility Agent by the Related Appointing Lender where the Related Appointing Lender or Designated Entity reasonably requests or, if no such request has been made, shall be delivered to the Related Appointing Lender in accordance with this Agreement. (g) A Designated Entity may assign or transfer any of its rights and obligations under this Agreement in respect of its participation in any Loan (and the Related Appointing Lender may assign or transfer any corresponding Commitment) in accordance with Clause 27.1 26 (Assignments and Transfers by Changes to the Lenders). (h) Paragraphs (d) and (g) above shall also apply to any Lenders which are specified in Schedule 1 (The Original Lenders) as lending in relation to the same Facility for a particular currency.

Designated Entities. (a) A Lender (the “Related Lender”) may designate an affiliate or substitute Facility Office (a “Designated Entity”) as its Facility Office for the purpose of participating in Loans Advances to a Borrower in a particular jurisdiction. (b) An affiliate or Facility Office of a Lender may be designated for the purposes of paragraph (a) by: (i) appearing in the list of Designated Entities in Schedule 18 19 (List of Designated Entities) of this Agreement and signing this Agreement as a Designated Entity; or (ii) acceding as a Designated Entity by signing an accession agreement substantially in the form of Schedule 19 20 (Form of Designated Entity Accession Agreement). (c) A Designated Entity does not have any Commitment and does not have any obligations under this Agreement prior to such Designated Entity participating in a Loanan Advance. (d) When a Designated Entity participates in a Loanan Advance: (i) subject to paragraph (e) below, it shall be entitled to all the rights of a Lender and have the corresponding obligations of a Lender, in each case under the Finance Documents relating to its participation in any such LoansAdvances; and (ii) the other parties to the Finance Documents shall treat the Designated Entity as a Lender for these purposes. The Designated Entity is a party to this Agreement for these purposes. (e) For the purposes only of voting in connection with any Finance Document, the participation of a Designated Entity in any outstanding Loans Advances shall be deemed to be a participation of the Related Lender. (f) Any notice or communication to be made to a Designated Entity shall be served directly on the Designated Entity at the address supplied to the Facility Agent by the Related Lender where the Related Lender or Designated Entity reasonably requests or, if no such request has been made, shall be delivered to the Related Lender in accordance with this Agreement. (g) A Designated Entity may assign or transfer any of its rights and obligations under this Agreement in respect of its participation in any Loan Advance (and the Related Lender may assign or transfer any corresponding Commitment) in accordance with Clause 27.1 26 (Assignments and Transfers by the LendersTransfers).

Designated Entities. (a) A Lender (the “Related "Appointing Lender”") may may, in relation to the relevant Facility, designate an affiliate Affiliate or substitute Facility Office (a “"Designated Entity”") as its Facility Office for the purpose of participating in Loans in that Facility to a Borrower the Company in a particular jurisdictioncurrency. (b) An affiliate Affiliate or Facility Office of a Lender may be designated for the purposes of paragraph (a) above by: (i) appearing in the list of Designated Entities in Part I of Schedule 18 12 (List of Designated Entities) of this Agreement and signing this Agreement as a Designated Entity; or (ii) acceding as a Designated Entity by signing an accession agreement substantially in the form of Schedule 19 (Form of a Designated Entity Accession Agreement). (c) A Designated Entity does not have any Commitment and does not have any obligations under this Agreement prior to such Designated Entity participating in a Loan. (d) When a Designated Entity participates in a Loan: (i) subject to paragraph (e) below, it shall be entitled to all the rights of a Lender in relation to that Facility and have the corresponding obligations of a LenderLender in relation to that Facility, in each case under the Finance Documents relating to its participation in any such Loans; and (ii) the other parties to the Finance Documents shall treat the Designated Entity as a Lender in relation to that Facility for these purposes. The Designated Entity is a party to this Agreement for these purposes. (e) For the purposes only of voting in connection with any Finance Document, the participation of a Designated Entity in any outstanding Loans in relation to that Facility shall be deemed to be a participation of the Related LenderAppointing Lender in relation to that Facility. (f) Any notice or communication to be made to a Designated Entity shall be served directly on the Designated Entity at the address supplied to the Facility Agent by the Related Appointing Lender where the Related Appointing Lender or Designated Entity reasonably requests or, if no such request has been made, shall be delivered to the Related Appointing Lender in accordance with this Agreement. (g) A Designated Entity may assign or transfer any of its rights and obligations under this Agreement in respect of its participation in any Loan (and the Related Appointing Lender may assign or transfer any corresponding Commitment) in accordance with Clause 27.1 26 (Assignments and Transfers by Changes to the Lenders). (h) Paragraphs (d) and (g) above shall also apply to any Lenders which are specified in Schedule 1 (The Original Lenders) as lending in relation to the same Facility for a particular currency.

Designated Entities. (a) A Lender (the “Related Lender”) may designate an affiliate or substitute Facility Office (a “Designated Entity”) as its Facility Office for the purpose of participating in Loans to a Borrower in a particular jurisdiction. (b) An affiliate or Facility Office of a Lender may be designated for the purposes of paragraph (a) by: (i) appearing in the list of Designated Entities in Schedule 18 (List of Designated Entities) of this Agreement and signing this Agreement as a Designated Entity; oror 63140965_9 (ii) acceding as a Designated Entity by signing an accession agreement substantially in the form of Schedule 19 (Form of Designated Entity Accession Agreement). (c) A Designated Entity does not have any Commitment and does not have any obligations under this Agreement prior to such Designated Entity participating in a Loan. (d) When a Designated Entity participates in a Loan: (i) subject to paragraph (e) below, it shall be entitled to all the rights of a Lender and have the corresponding obligations of a Lender, in each case under the Finance Documents relating to its participation in any such Loans; and (ii) the other parties to the Finance Documents shall treat the Designated Entity as a Lender for these purposes. The Designated Entity is a party to this Agreement for these purposes. (e) For the purposes only of voting in connection with any Finance Document, the participation of a Designated Entity in any outstanding Loans shall be deemed to be a participation of the Related Lender. (f) Any notice or communication to be made to a Designated Entity shall be served directly on the Designated Entity at the address supplied to the Facility Agent by the Related Lender where the Related Lender or Designated Entity reasonably requests or, if no such request has been made, shall be delivered to the Related Lender in accordance with this Agreement. (g) A Designated Entity may assign or transfer any of its rights and obligations under this Agreement in respect of its participation in any Loan (and the Related Lender may assign or transfer any corresponding Commitment) in accordance with Clause 27.1 (Assignments and Transfers by the Lenders).

Designated Entities. (a) A Lender (the “Related Lender”) Bank may designate an affiliate or substitute Facility Office (a “Designated Entity”) as its Facility Lending Office for the purpose of participating in Loans Advances to a Borrower in a particular jurisdictionthe Company or, following its succession into the rights and obligations of the Company, New Holdco. (b) An affiliate or Facility Office of a Lender Bank may be designated for the purposes of paragraph (a) by: (i) appearing in the list of Designated Entities in Schedule 18 (List of Designated Entities) of this Agreement and signing this Agreement as a Designated Entity; or (ii) above by acceding as a Designated Entity by signing an accession agreement substantially in the form of Schedule 19 6 (Form of Designated Entity Accession Agreement), provided that such accession by an affiliate of a Bank will only be effective upon performance by the Facility Agent of all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to such accession as a Designated Entity, the completion of which the Facility Agent shall promptly notify to that Bank and the Company. (c) A Designated Entity does not have any Commitment and does not have any obligations under this Agreement prior to such Designated Entity participating in a Loanan Advance. (d) When a Designated Entity participates in a Loanan Advance: (i) subject to paragraph (e) below, it shall be entitled to all the rights of a Lender Bank and have the corresponding obligations of a LenderBank, in each case under the Finance Financing Documents relating to its participation Participation in any such LoansAdvances; and (ii) the other parties to the Finance Financing Documents shall treat the Designated Entity as a Lender Bank for these purposes. The Designated Entity is a party to this Agreement for these purposes. (e) For the purposes only of voting in connection with any Finance Financing Document, the participation Participation of a Designated Entity in any outstanding Loans Advances shall be deemed to be a participation Participation of the Related Lender. (f) A Related Lender will: (i) so long as the relevant Designated Entity is able to do so, procure that, subject to the terms of this Agreement, that Designated Entity participates in Advances to the Company or, following its succession into the rights and obligations of the Company, New Holdco in accordance with this Clause; and (ii) subject to the terms of this Agreement, remain liable to participate in any Advance in the event that the Designated Entity is unable or fails to do so. (g) A Bank may revoke its designation of an affiliate as a Designated Entity by notice in writing to the Facility Agent and the Company or, following its succession into the rights and obligations of the Company, New Holdco provided that such notice may only take effect when there are no Advances outstanding to the Designated Entity. Upon such Designated Entity ceasing to be a Designated Entity, the Related Lender will automatically assume (and be deemed to assume without further action by any Party) all rights and obligations previously vested in the Designated Entity. (h) Any notice or communication to be made to a Designated Entity shall be served directly on the Designated Entity at the address supplied to the Facility Agent by the Related Lender where the Related Lender or Designated Entity reasonably requests or, if no such request has been made, shall be delivered to the Related Lender in accordance with this Agreement. (gi) A Designated Entity may assign or transfer any of its rights and obligations under this Agreement in respect of its participation Participation in any Loan Advance (and the Related Lender may assign or transfer any corresponding Commitment) in accordance with Clause 27.1 21 (Assignments and Transfers by the LendersTransfers).

Designated Entities. (a) A Lender (the “Related Lender”) may designate an affiliate or substitute Facility Office (a “Designated Entity”) as its Facility Office for the purpose of participating in Loans to a Borrower in a particular jurisdiction. (b) An affiliate or Facility Office of a Lender may be designated for the purposes of paragraph (a) by: (i) appearing in the list of Designated Entities in Schedule 18 (List of Designated Entities) of this Agreement and signing this Agreement as a Designated Entity; or (ii) acceding as a Designated Entity by signing an accession agreement substantially in the form of Schedule 19 (Form of Designated Entity Accession Agreement). (c) A Designated Entity does not have any Commitment and does not have any obligations under this Agreement prior to such Designated Entity participating in a Loan. (d) When a Designated Entity participates in a Loan: (i) subject to paragraph (e) below, it shall be entitled to all the rights of a Lender and have the corresponding obligations of a Lender, in each case under the Finance Documents relating to its participation in any such Loans; and (ii) the other parties to the Finance Documents shall treat the Designated Entity as a Lender for these purposes. The Designated Entity is a party to this Agreement for these purposes. (e) For the purposes only of voting in connection with any Finance Document, the participation of a Designated Entity in any outstanding Loans shall be deemed to be a participation of the Related Lender. (f) Any notice or communication to be made to a Designated Entity shall be served directly on the Designated Entity at the address supplied to the Facility Agent by the Related Lender where the Related Lender or Designated Entity reasonably requests or, if no such request has been made, shall be delivered to the Related Lender in accordance with this Agreement. (g) A Designated Entity may assign or transfer any of its rights and obligations under this Agreement in respect of its participation in any Loan (and the Related Lender 130 63529049_1 may assign or transfer any corresponding Commitment) in accordance with Clause 27.1 (Assignments and Transfers by the Lenders).