Common use of Designation of Subsidiary Borrowers Clause in Contracts

Designation of Subsidiary Borrowers. The Company may at any time and from time to time designate any Eligible Domestic Subsidiary as a Domestic Subsidiary Borrower or any Eligible Foreign Subsidiary as a Foreign Subsidiary Borrower by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by such Subsidiary and the Company and the satisfaction of the other conditions precedent set forth in Section 4.03, and upon such delivery and satisfaction such Subsidiary shall for all purposes of this Agreement be a Subsidiary Borrower and a party to this Agreement; provided, that in the case of the designation of a Foreign Subsidiary Borrower, the Administrative Agent and the Lenders shall have received at least 10 Business Days prior written notice of such designation during which period the Administrative Agent and the Lenders shall have an opportunity to review drafts of the documentation to be provided under Section 4.03 in connection with such designation and to discuss such designation with the Administrative Agent and/or the Company as applicable. If the Company shall at any time execute and deliver to the Administrative Agent a Borrowing Subsidiary Termination with respect to any Subsidiary Borrower, such Subsidiary shall cease to be a Subsidiary Borrower and a party to this Agreement; provided, that no Borrowing Subsidiary Termination will become effective as to any Subsidiary Borrower at a time when any principal of or interest on any Loan to such Borrower shall be outstanding hereunder; provided, further, that such Borrowing Subsidiary Termination shall be effective to terminate the right of such Subsidiary Borrower to make further Borrowings under this Agreement. As soon as practicable upon receipt of a Borrowing Subsidiary Agreement, the Administrative Agent shall furnish a copy thereof to each Lender.

Designation of Subsidiary Borrowers. The Company may at any time Parent Borrower shall be permitted, so long as no Event of Default shall have occurred and from time be continuing: (a) to time designate any Eligible Domestic Subsidiary that is a Wholly Owned Subsidiary of the Parent Borrower as a Subsidiary Borrower under the Revolving Facility upon (A) ten (10) Business Days prior written notice to the Administrative Agent (or such earlier date as shall be agreed by the Administrative Agent it its sole discretion) (such notice to contain the name, primary business address and taxpayer identification number of such Domestic Subsidiary) (a “Notice of Designation”), (B) the execution and delivery by the Parent Borrower, such Domestic Subsidiary and the Administrative Agent of a Joinder Agreement, substantially in the form of Exhibit D (a “Joinder Agreement”), providing for such Domestic Subsidiary to become a Subsidiary Borrower, (C) compliance by the Parent Borrower and such Subsidiary Borrower with Section 6.10(e), (D) the agreement and acknowledgment by the Parent Borrower and each other Loan Party that the Guarantee and Collateral Agreement covers the Obligations of such Domestic Subsidiary, (E) delivery by the Parent Borrower or any Eligible Foreign such Domestic Subsidiary of (i) all documentation and information as is reasonably requested in writing by the Lenders at least three days prior to the anticipated effective date of such designation required by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act and (ii), if the Domestic Subsidiary qualifies as a Foreign “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Domestic Subsidiary Borrower by and (F) the delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by corporate or other applicable resolutions, incorporation or other applicable constituent documents, secretary’s certificates, officer’s certificates and legal opinions in respect of such Domestic Subsidiary and such other documents with respect thereto as the Company and Administrative Agent shall reasonably request, in each case, reasonably equivalent to comparable documents delivered on the satisfaction of the other conditions precedent set forth in Section 4.03, and upon such delivery and satisfaction such Closing Date; and (b) to remove any Domestic Subsidiary shall for all purposes of this Agreement be as a Subsidiary Borrower upon execution and a party to this Agreement; provided, that in delivery by the case of the designation of a Foreign Subsidiary Borrower, the Administrative Agent and the Lenders shall have received at least 10 Business Days prior written notice of such designation during which period the Administrative Agent and the Lenders shall have an opportunity to review drafts of the documentation to be provided under Section 4.03 in connection with such designation and to discuss such designation with the Administrative Agent and/or the Company as applicable. If the Company shall at any time execute and deliver Parent Borrower to the Administrative Agent of a Borrowing Subsidiary Termination with respect written notification to any such effect and (x) repayment in full of all Loans made to such Subsidiary Borrower, such Subsidiary shall cease to be a Subsidiary Borrower and a party to this Agreement; provided, that no Borrowing Subsidiary Termination will become effective as to cash collateralization of all L/C Obligations in respect of any Subsidiary Borrower at a time when any principal Letters of or interest on any Loan to such Borrower shall be outstanding hereunder; provided, further, that such Borrowing Subsidiary Termination shall be effective to terminate Credit issued for the right account of such Subsidiary Borrower to make further Borrowings and repayment in full of all other amounts owing by such Subsidiary Borrower under this Agreement and the other Loan Documents (it being agreed that any such repayment shall be in accordance with the other terms of this Agreement. As soon as practicable upon receipt ) or (y) the assumption by the Parent Borrower of a Borrowing all such Obligations of such Subsidiary Agreement, Borrower in form and substance reasonably satisfactory to the Administrative Agent shall furnish a copy thereof to each LenderAgent.

Designation of Subsidiary Borrowers. The Initial Subsidiary Borrowers shall continue as Subsidiary Borrowers party to this Agreement until the Company shall have executed and delivered to the Administrative Agent a Borrowing Subsidiary Termination with respect to any such Subsidiary, whereupon such Subsidiary shall cease to be a Subsidiary Borrower and a party to this Agreement. After the Original Effective Date, the Company may at any time and from time to time designate any Eligible Domestic Subsidiary as a Domestic Subsidiary Borrower or any Eligible Foreign Subsidiary as a Foreign Subsidiary Borrower by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by such Subsidiary and the Company and the satisfaction of the other conditions precedent set forth in Section 4.03, and upon such delivery and satisfaction such Subsidiary shall for all purposes of this Agreement be a Subsidiary Borrower and a party to this Agreement; provided, that in the case of the designation of a Foreign Subsidiary Borrower, the Administrative Agent and the Lenders shall have received at least 10 Business Days prior written notice of such designation during which period the Administrative Agent and the Lenders shall have an opportunity to review drafts of the documentation to be provided under Section 4.03 in connection with such designation and to discuss such designation with the Administrative Agent and/or the Company as applicable. If Agreement until the Company shall at any time execute have executed and deliver delivered to the Administrative Agent a Borrowing Subsidiary Termination with respect to any Subsidiary Borrowersuch Subsidiary, whereupon such Subsidiary shall cease to be a Subsidiary Borrower and a party to this Agreement; provided. Notwithstanding the preceding sentence, that no Borrowing Subsidiary Termination will become effective as to any Subsidiary Borrower at a time when any principal of or interest on any Loan to such Borrower shall be outstanding hereunder; provided, further, provided that such Borrowing Subsidiary Termination shall be effective to terminate the right of such Subsidiary Borrower to make further Borrowings under this Agreement. As soon as practicable upon receipt of a Borrowing Subsidiary Agreement, the Administrative Agent shall furnish a copy thereof to each Lender.

Designation of Subsidiary Borrowers. The On the Effective Date, and subject to the satisfaction of the applicable conditions in Article IV hereto, each of the Initial Subsidiary Borrowers shall be Subsidiary Borrowers party to this Agreement until the Company shall have executed and delivered to the Administrative Agent a Subsidiary Borrower Termination with respect to any such Subsidiary, whereupon such Subsidiary shall cease to be a Subsidiary Borrower and cease to be a party to this Agreement. After the Effective Date, the Company may at any time and from time to time designate any Eligible Domestic Subsidiary as a Domestic Subsidiary Borrower or any Eligible Foreign Subsidiary as a Foreign Subsidiary Borrower by delivery to the Administrative Agent of a Borrowing Subsidiary Borrower Agreement executed by such Subsidiary and the Company and the satisfaction of the other conditions precedent set forth in Section 4.03, and upon such delivery and satisfaction such Subsidiary shall for all purposes of this Agreement be a Subsidiary Borrower and a party to this Agreement; provided, that in the case of the designation of . Each Subsidiary Borrower shall remain a Foreign Subsidiary Borrower, the Administrative Agent and the Lenders shall have received at least 10 Business Days prior written notice of such designation during which period the Administrative Agent and the Lenders shall have an opportunity to review drafts of the documentation to be provided under Section 4.03 in connection with such designation and to discuss such designation with the Administrative Agent and/or the Company as applicable. If Borrower until the Company shall at any time execute have executed and deliver delivered to the Administrative Agent a Borrowing Subsidiary Borrower Termination with respect to any Subsidiary Borrowersuch Subsidiary, whereupon such Subsidiary shall cease to be a Subsidiary Borrower and a party to this Agreement; provided. Notwithstanding anything else in this Section 2.23 to the contrary, that no Borrowing Subsidiary Borrower Termination will become effective as to any Subsidiary Borrower at a time when any principal of or interest on any Loan to such Borrower shall be outstanding hereunder; provided, further, provided that such Borrowing Subsidiary Borrower Termination shall be effective to terminate the right of such Subsidiary Borrower to make further Borrowings under this Agreement. As soon as practicable upon receipt of a Borrowing Subsidiary Borrower Agreement, the Administrative Agent shall furnish a copy thereof to each Lender.

Designation of Subsidiary Borrowers. The Company (a) Subject to Sections 2.21.(b) and 6.4., the Borrower Representative may at any time and from time to time upon not less than five (5) Business Days’ prior written notice to the Administrative Agent (or such shorter period as the Administrative Agent may agree) designate any Eligible Domestic Subsidiary as a Domestic Subsidiary Borrower or any Eligible Foreign Subsidiary as a Foreign Subsidiary Borrower by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement (which document may include certain limitations of the obligations of a Foreign Subsidiary signatory thereto in respect of this Agreement which are required pursuant to applicable laws of the jurisdiction of organization of such Foreign Subsidiary and which are mutually agreed upon by the Administrative Agent and the Borrower Representative) executed by such Subsidiary and the Company Borrower Representative and the satisfaction of the other conditions precedent set forth in Section 4.036.4., and upon such delivery and satisfaction such Subsidiary shall for all purposes of this Agreement be a Subsidiary Borrower and a party to this Agreement; provided, that in Agreement until the case of the designation of a Foreign Subsidiary Borrower, the Administrative Agent and the Lenders Borrower Representative shall have received at least 10 Business Days prior written notice of such designation during which period the Administrative Agent executed and the Lenders shall have an opportunity to review drafts of the documentation to be provided under Section 4.03 in connection with such designation and to discuss such designation with the Administrative Agent and/or the Company as applicable. If the Company shall at any time execute and deliver delivered to the Administrative Agent a Borrowing Subsidiary Termination with respect to any Subsidiary Borrowersuch Subsidiary, whereupon such Subsidiary shall cease to be a Subsidiary Borrower and a party to this Agreement; provided. Notwithstanding the preceding sentence, that no Borrowing Subsidiary Termination will become effective as to any Subsidiary Borrower at a time when any principal a Default or Event of or interest on any Loan to such Borrower shall be outstanding hereunder; provided, further, that such Borrowing Subsidiary Termination shall be effective to terminate the right of such Subsidiary Borrower to make further Borrowings under this AgreementDefault exists. As soon as practicable upon receipt of a Borrowing Subsidiary Agreement, the Administrative Agent shall furnish a copy thereof to each Lender. Without limiting the foregoing and except as otherwise expressly provided in Section 13.7., in connection with the initial designation of any Borrower as a Subsidiary Borrower that is a Foreign Subsidiary, this Agreement may be amended pursuant to an amendment or an amendment and restatement (a “Foreign Subsidiary Borrower Amendment”) executed by the Borrower Representative, the applicable Foreign Subsidiary and the Administrative Agent, without the consent of any other Lenders, in order to effect such amendments to this Agreement as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and its counsel, to effect this Section 2.21. as it relates to such Foreign Subsidiary or its home jurisdiction. Such Foreign Subsidiary Borrower Amendment may be in addition to, or in substitution for, a Borrowing Subsidiary Agreement. (b) Notwithstanding anything to the contrary in this Agreement, if any Lender determines that, as a result of any applicable law, rule, regulation or treaty or any applicable request, rule, requirement, guideline or directive (whether or not having the force of law) of any Governmental Authority, it is or it becomes unlawful, or shall otherwise determine that it would constitute a violation of such Lender’s internal policies, for such Lender to perform any of its obligations as contemplated by this Agreement with respect to any Subsidiary Borrower or any Eligible Foreign Subsidiary or for such Lender to fund or maintain any participation or any Loan to any Subsidiary Borrower or any Eligible Foreign Subsidiary: (i) such Lender shall promptly notify the Administrative Agent upon becoming aware of such event; (ii) (x) such Eligible Foreign Subsidiary shall not be permitted to become a Subsidiary Borrower and (y) the obligations of all Lenders to make, convert or continue any participations and Loans to such Subsidiary Borrower shall be suspended, as the case may be, in each case until such Lender notifies the Administrative Agent and the Borrower Representative that the circumstances giving rise to such determination no longer exist; and (iii) the Borrowers shall repay any outstanding participations or Loans made to such Subsidiary Borrower on the last day of the Interest Period for each Loan occurring after the Administrative Agent has notified the Borrower Representative or, if earlier, the date specified by the Lender in the notice delivered to the Administrative Agent (being no earlier than the last day of any applicable grace period permitted by law).

Designation of Subsidiary Borrowers. The Subject to the terms and conditions of this Section 2.23, the Company may may, at any time and from time to time designate any Eligible Domestic upon not less than 15 Business Days’ notice (a “Notice of Proposed Subsidiary Borrower Designation”) to the Managing Administrative Agent (or such shorter period which is reasonably acceptable to the Managing Administrative Agent), request that a Subsidiary specified in such notice become a party to this Agreement as a Domestic Borrower. Each Notice of Proposed Subsidiary Borrower or any Eligible Foreign Subsidiary as a Foreign Subsidiary Borrower by delivery to Designation shall specify the Administrative Agent name of a Borrowing Subsidiary Agreement executed by such Subsidiary and its jurisdiction of organization, the proposed effective date of such designation and such other information relating thereto reasonably requested by the Managing Administrative Agent. The Managing Administrative Agent shall upon receipt of a Notice of Proposed Subsidiary Borrower Designation from the Company and promptly notify each Lender thereof. Upon the satisfaction of the other conditions precedent set forth specified in paragraph (b) of this Section 4.032.23 (but subject to the paragraph (d) of this Section 2.23), and upon such delivery and satisfaction such Subsidiary shall for all purposes of this Agreement be a Subsidiary Borrower and become a party to this Agreement as a Borrower hereunder and shall be entitled to borrow Revolving Credit Loans on and subject to the terms and conditions of this Agreement; provided, that in and the case of the designation of a Foreign Subsidiary Borrower, the Managing Administrative Agent and shall promptly notify the Lenders shall have received at least 10 Business Days prior written notice of such designation during which period the Administrative Agent and the Lenders shall have an opportunity to review drafts of the documentation to be provided under Section 4.03 in connection with such designation and to discuss such designation with the Administrative Agent and/or the Company as applicabledesignation. If the Company shall at any time execute and deliver to the Administrative Agent a Borrowing Subsidiary Termination with respect to any Subsidiary Borrower, such Subsidiary shall cease to be a Subsidiary Borrower and a party to this Agreement; provided, that no Borrowing Subsidiary Termination will become effective as to any Subsidiary Borrower at a time when any principal of or interest on any Loan to such Borrower shall be outstanding hereunder; provided, further, that such Borrowing Subsidiary Termination shall be effective to terminate the right designation of such Subsidiary Borrower obligates the Managing Administrative Agent or any Lender to make further Borrowings comply with “know your customer” or other similar checks and identification requirements and procedures under this Agreement. As soon as practicable upon receipt of a Borrowing any applicable laws, rules and regulations with respect to such Subsidiary AgreementBorrower in circumstances where the necessary information is not already available to it, the Company shall (or shall cause such Subsidiary Borrower to), promptly upon the request of the Managing Administrative Agent or any Lender (through the Managing Administrative Agent), supply such documentation and other evidence as is reasonably requested by the Managing Administrative Agent or any Lender in order for the Managing Administrative Agent or such Lender to comply therewith (but which in no event shall furnish be more onerous, taken as a copy thereof to each Lenderwhole, than the equivalent documents delivered by the Company on the date hereof).

Designation of Subsidiary Borrowers. The (a) Subject to Section 2.21.(b) and 6.4., the Company may at any time and from time to time upon not less than five (5) Business Days’ prior written notice to the Administrative Agent (or such shorter period as the Administrative Agent may agree) designate any Eligible Domestic Subsidiary as a Domestic Subsidiary Borrower or any Eligible Foreign Subsidiary as a Foreign Subsidiary Borrower by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement (which document may include certain limitations of the obligations of a Foreign Subsidiary signatory thereto in respect of this Agreement which are required pursuant to applicable laws of the jurisdiction of organization of such Foreign Subsidiary and which are mutually agreed upon by the Administrative Agent and the Company) executed by such Subsidiary and the Company and the satisfaction of the other conditions precedent set forth in Section 4.036.4., and upon such delivery and satisfaction such Subsidiary shall for all purposes of this Agreement be a Subsidiary Borrower and a party to this Agreement; provided, that in the case of the designation of a Foreign Subsidiary Borrower, the Administrative Agent and the Lenders shall have received at least 10 Business Days prior written notice of such designation during which period the Administrative Agent and the Lenders shall have an opportunity to review drafts of the documentation to be provided under Section 4.03 in connection with such designation and to discuss such designation with the Administrative Agent and/or the Company as applicable. If Agreement until the Company shall at any time execute have executed and deliver delivered to the Administrative Agent a Borrowing Subsidiary Termination with respect to any Subsidiary Borrowersuch Subsidiary, whereupon such Subsidiary shall cease to be a Subsidiary Borrower and a party to this Agreement; provided. Notwithstanding the preceding sentence, that no Borrowing Subsidiary Termination will become effective as to any Subsidiary Borrower at a time when any principal of or interest on any Loan to such Borrower shall be outstanding hereunder; provided, further, provided that such Borrowing Subsidiary Termination shall be effective to terminate the right of such Subsidiary Borrower to make request further Borrowings Credit Events under this Agreement. As soon as practicable upon receipt of a Borrowing Subsidiary Agreement, the Administrative Agent shall furnish a copy thereof to each Lender. Without limiting the foregoing and except as otherwise expressly provided in Section 13.7., in connection with the initial designation of any Borrower as a Subsidiary Borrower that is a Foreign Subsidiary, this Agreement may be amended pursuant to an amendment or an amendment and restatement (a “Foreign Subsidiary Borrower Amendment”) executed by the Company, the applicable Foreign Subsidiary and the Administrative Agent, without the consent of any other Lenders, in order to effect such amendments to this Agreement as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and its counsel, to effect this Section 2.21. as it relates to such Foreign Subsidiary or its home jurisdiction. Such Foreign Subsidiary Borrower Amendment may be in addition to, or in substitution for, a Borrowing Subsidiary Agreement. (b) Notwithstanding anything to the contrary in this Agreement, if any Lender determines that, as a result of any applicable law, rule, regulation or treaty or any applicable request, rule, requirement, guideline or directive (whether or not having the force of law) of any Governmental Authority, it is or it becomes unlawful, or shall otherwise determine that it would constitute a violation of such Lender’s internal policies, for such Lender to perform any of its obligations as contemplated by this Agreement with respect to any Subsidiary Borrower or any Eligible Foreign Subsidiary or for such Lender to fund or maintain any participation or any Loan to any Subsidiary Borrower or any Eligible Foreign Subsidiary: (i) such Lender shall promptly notify the Administrative Agent upon becoming aware of such event; (ii) (x) such Eligible Foreign Subsidiary shall not be permitted to become a Subsidiary Borrower and (y) the obligations of all Lenders to make, convert or continue any participations and Loans to such Subsidiary Borrower shall be suspended, as the case may be, in each case until such Lender notifies the Administrative Agent and the Company that the circumstances giving rise to such determination no longer exist; and (iii) the Borrowers shall repay any outstanding participations or Loans made to such Subsidiary Borrower on the last day of the Interest Period for each Loan occurring after the Administrative Agent has notified the Company or, if earlier, the date specified by the Lender in the notice delivered to the Administrative Agent (being no earlier than the last day of any applicable grace period permitted by law).

Designation of Subsidiary Borrowers. The On the Effective Date, and subject to the satisfaction of the applicable conditions in Article IV hereto, the Initial Dutch Borrower shall become a Subsidiary Borrower party to this Agreement until the Company shall have executed and delivered to the Administrative Agent a Borrowing Subsidiary Termination with respect to such Subsidiary, whereupon such Subsidiary shall cease to be a Subsidiary Borrower and a party to this Agreement. After the Effective Date, the Company may at any time and from time to time designate any Eligible Domestic Subsidiary as a Domestic Subsidiary Borrower or any Eligible Foreign Subsidiary as a Foreign Subsidiary Borrower by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by such Subsidiary and the Company and the satisfaction of the other conditions precedent set forth in Section 4.03, and upon such delivery and satisfaction such Subsidiary shall for all purposes of this Agreement be a Subsidiary Borrower and a party to this Agreement; provided, that in the case of the designation of . Each Subsidiary Borrower shall remain a Foreign Subsidiary Borrower, the Administrative Agent and the Lenders shall have received at least 10 Business Days prior written notice of such designation during which period the Administrative Agent and the Lenders shall have an opportunity to review drafts of the documentation to be provided under Section 4.03 in connection with such designation and to discuss such designation with the Administrative Agent and/or the Company as applicable. If Borrower until the Company shall at any time execute have executed and deliver delivered to the Administrative Agent a Borrowing Subsidiary Termination with respect to any Subsidiary Borrowersuch Subsidiary, whereupon such Subsidiary shall cease to be a Subsidiary Borrower and a party to this Agreement; provided. Notwithstanding the preceding sentence, that no Borrowing Subsidiary Termination will become effective as to any Subsidiary Borrower at a time when any principal of or interest on any Loan to such Borrower shall be outstanding hereunder; provided, further, provided that such Borrowing Subsidiary Termination shall be effective to terminate the right of such Subsidiary Borrower to make further Borrowings under this Agreement. As soon as practicable upon receipt of a Borrowing Subsidiary Agreement, the Administrative Agent shall furnish a copy thereof to each Lender. Each Subsidiary of the Company that is or becomes a Subsidiary Borrower pursuant to this Section 2.23 hereby irrevocably appoints the Company as its agent for all purposes relevant to this Agreement and each of the other Loan Documents, including (i) the giving and receipt of notices, (ii) the execution and delivery of all documents, instruments and certificates contemplated herein and all modifications hereto, and (iii) the receipt of the proceeds of any Loans made by the Lenders to any such Subsidiary Borrower hereunder. Any acknowledgment, consent, direction, certification or other action which might otherwise be valid or effective only if given or taken by all Borrowers, or by each Borrower acting singly, shall be valid and effective if given or taken only by the Company, whether or not any such other Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to the Company in accordance with the terms of this Agreement shall be deemed to have been delivered to each Subsidiary Borrower.

Designation of Subsidiary Borrowers. The (a) Subject to Section 2.24(b), the Company may at any time and from time to time upon not less than five (5) Business Days’ prior written notice to the Administrative Agent (or such shorter period as the Administrative Agent may agree) designate any Eligible Domestic Subsidiary as a Domestic Subsidiary Borrower or and any Eligible Foreign Subsidiary as a Foreign Subsidiary Borrower by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by such Subsidiary and the Company and the satisfaction of the other conditions precedent set forth in Section 4.03, and upon such delivery and satisfaction such Subsidiary shall for all purposes of this Agreement be a Subsidiary Borrower and a party to this Agreement; provided, that in the case of the designation of a Foreign Subsidiary Borrower, the Administrative Agent and the Lenders shall have received at least 10 Business Days prior written notice of such designation during which period the Administrative Agent and the Lenders shall have an opportunity to review drafts of the documentation to be provided under Section 4.03 in connection with such designation and to discuss such designation with the Administrative Agent and/or the Company as applicable. If Agreement until the Company shall at any time execute have executed and deliver delivered to the Administrative Agent a Borrowing Subsidiary Termination with respect to any Subsidiary Borrowersuch Subsidiary, whereupon such Subsidiary shall cease to be a Subsidiary Borrower and a party to this Agreement; provided. Notwithstanding the preceding sentence, that (i) no Subsidiary may become a Subsidiary Borrower at any time such Subsidiary constitutes an Excluded Acquired Subsidiary and (ii) no Borrowing Subsidiary Termination will become effective as to any Subsidiary Borrower at a time when any principal of or interest on any Loan to such Borrower shall be outstanding hereunder; provided, further, provided that such Borrowing Subsidiary Termination shall be effective to terminate the right of such Subsidiary Borrower to make further Borrowings under this Agreement. As soon as practicable upon receipt of a Borrowing Subsidiary Agreement, the Administrative Agent shall furnish a copy thereof to each Lender. Notwithstanding anything herein to the contrary, no Foreign Subsidiary Borrower shall be liable for any Loan, or shall grant any Lien securing any Loan or have its Equity Interests pledged to secure any Loan, not made directly to such Borrower to the extent it would make such a Foreign Subsidiary Borrower an Affected Foreign Subsidiary and no Subsidiary Guarantor shall be liable for any Loan, or shall grant any Lien securing any Loan or have its Equity Interests pledged to secure any Loan, made to a Borrower to the extent it would make such Subsidiary Guarantor an Affected Foreign Subsidiary. (b) Notwithstanding anything to the contrary in this Agreement, if any Lender determines that, as a result of any applicable law, rule, regulation or treaty or any applicable request, rule, requirement, guideline or directive (whether or not having the force of law) of any Governmental Authority, it is or it becomes unlawful for such Lender to perform any of its obligations as contemplated by this Agreement with respect to any Foreign Subsidiary Borrower or any Eligible Foreign Subsidiary or for such Lender to fund or maintain any participation or any Loan to any Foreign Subsidiary Borrower or any Eligible Foreign Subsidiary: (i) such Lender shall promptly notify the Administrative Agent upon becoming aware of such event; (ii) (x) such Eligible Foreign Subsidiary shall not be permitted to become a Foreign Subsidiary Borrower and (y) the obligations of all Lenders to make, convert or continue any participations and Loans to such Foreign Subsidiary Borrower shall be suspended, as the case may be, in each case until such Lender notifies the Administrative Agent and the Company that the circumstances giving rise to such determination no longer exist; and (iii) the Borrowers shall repay any outstanding participations or Loans made to such Foreign Subsidiary Borrower on the last day of the Interest Period for each Loan occurring after the Administrative Agent has notified the Company or, if earlier, the date specified by the Lender in the notice delivered to the Administrative Agent (being no earlier than the last day of any applicable grace period permitted by law).

Designation of Subsidiary Borrowers. (a) The Company may at any time and from time to time designate any Eligible Domestic Canadian Subsidiary as a Domestic Subsidiary Canadian Borrower or any Eligible Foreign UK Subsidiary as a Foreign Subsidiary UK Borrower by delivery to upon satisfaction of the following conditions: (i) The Administrative Agent of shall have received a Borrowing Subsidiary Agreement executed by such Subsidiary and the Company Company. (ii) The Administrative Agent shall have received evidence satisfactory to the Administrative Agent that (A) no withholding tax shall apply to any sum payable by such Subsidiary to any Lender under the Loan Documents or (B) gross-up obligations contained in the Loan Documents protect the Administrative Agent and the Lenders from any economic effect of such withholding obligations. (iii) The Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act and (if applicable) the Money Laundering Regulations 2003 of the United Kingdom (as amended) in respect of such Subsidiary. (iv) The Administrative Agent shall have received organizational documents, authorizing resolutions, officers’ certificates, legal opinions and such other instruments, documents and agreements in respect of such Subsidiary as the Administrative Agent may reasonably request. (b) Upon satisfaction of the other conditions precedent set forth in paragraph (a) of this Section 4.032.21, and upon such delivery and satisfaction such Subsidiary shall for all purposes of this Agreement be a Subsidiary Canadian Borrower or a UK Borrower, as applicable, and a party to this Agreement; provided, that in the case of the designation of a Foreign Subsidiary Borrower, the Administrative Agent and the Lenders shall have received at least 10 Business Days prior written notice of such designation during which period the Administrative Agent and the Lenders shall have an opportunity to review drafts of the documentation to be provided under Section 4.03 in connection with such designation and to discuss such designation with the Administrative Agent and/or the Company as applicable. If Agreement until the Company shall at any time execute have executed and deliver delivered to the Administrative Agent a Borrowing Subsidiary Termination with respect to any Subsidiary Borrowersuch Subsidiary, whereupon such Subsidiary shall cease to be a Subsidiary Canadian Borrower or a UK Borrower, as applicable, and a party to this Agreement; provided. Notwithstanding the preceding sentence, that no Borrowing Subsidiary Termination will become effective as to any Subsidiary Canadian Borrower or UK Borrower at a time when any principal of or interest on any Loan to such Canadian Borrower or UK Borrower, as applicable, shall be outstanding hereunder; providedhereunder or such Canadian Borrower shall have any obligation with respect to any outstanding Acceptance, further, provided that such Borrowing Subsidiary Termination shall be effective to terminate the right of such Subsidiary Canadian Borrower or UK Borrower, as applicable, to make further Borrowings under this Agreement. As soon as practicable upon receipt of a Borrowing Subsidiary Agreement, the Administrative Agent shall furnish a copy thereof to each Lender. (i) If at any time any Canadian Borrower or UK Borrower ceases to be a Subsidiary of the Company, then the Company shall immediately deliver a Borrowing Subsidiary Termination with respect to such Borrower, and such Borrower shall cease to be a Borrower hereunder thereafter, and (ii) in the event that no other Canadian Subsidiary or UK Subsidiary, as applicable, shall, at such time, be, or be designated as, in accordance with Section 2.21(a), a Canadian Borrower or a UK Borrower, respectively, then such Borrower shall repay all outstanding principal and interest on any Loan and all fees and other amounts owing by it under this Agreement concurrently with the delivery of such Borrowing Subsidiary Termination.

Designation of Subsidiary Borrowers. (a) The Company may at any time Parent Borrower shall be permitted, so long as no Default or Event of Default shall have occurred and from time be continuing: (i) to time designate any Eligible Wholly-Owned Subsidiary of the Parent Borrower that is a Domestic Subsidiary as a Domestic Subsidiary Borrower under the Revolving Facility upon (A) fifteen Business Days’ prior written notice (or any Eligible Foreign such shorter period as may be agreed by the Administrative Agent in its sole discretion) to the Administrative Agent (which shall promptly deliver such notice to the Lenders) (a “Notice of Designation”), which shall contain the name, primary business address and taxpayer identification number of such Subsidiary, (B) the execution and delivery by the Parent Borrower, such Subsidiary as and the Administrative Agent of a Foreign Subsidiary Borrower Joinder Agreement substantially in the form of Exhibit J (a “Subsidiary Borrower Joinder Agreement”), providing for such Subsidiary to become a Subsidiary Borrower, and the consent of the Administrative Agent to such joinder, evidenced by its acknowledgement signature thereto, (C) compliance by the Parent Borrower and such Subsidiary Borrower with Section 6.10(f), (D) delivery by the Parent Borrower or such Subsidiary Borrower of all documentation and information as is reasonably requested in writing by the Lenders at least ten days prior to the anticipated effective date of such designation required under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act and (E) the delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by (1) corporate or other applicable resolutions, certificates of incorporation or other applicable constituent documents, officer’s certificates, good standing certificates and legal opinions in respect of such Subsidiary as may be required by the Administrative Agent, in each case reasonably equivalent to comparable documents delivered on the Closing Date and (2) such other documents with respect thereto as the Company and the satisfaction of the other conditions precedent set forth in Section 4.03Administrative Agent shall reasonably request; provided that, and upon such delivery and satisfaction such Subsidiary shall for all purposes of this Agreement be a Subsidiary Borrower and a party to this Agreement; provided, that in the case of this clause (i), prior to the date of designation of a Foreign such Subsidiary Borrower, the Administrative Agent and the Lenders shall not have received notice from any Lender that an extension of credit to such Subsidiary shall contravene any law or regulation applicable to such Lender; and (ii) So long as no Default or Event of Default shall have received at least 10 Business Days prior written notice of such designation during which period occurred and be continuing, to remove any Subsidiary as a Subsidiary Borrower upon execution and delivery by the Administrative Agent and the Lenders shall have an opportunity to review drafts of the documentation to be provided under Section 4.03 in connection with such designation and to discuss such designation with the Administrative Agent and/or the Company as applicable. If the Company shall at any time execute and deliver Parent Borrower to the Administrative Agent of a Borrowing Subsidiary Termination with respect written notification to any such effect and repayment in full of all Loans made to such Subsidiary Borrower, such Subsidiary shall cease to be a Subsidiary Borrower and a party to this Agreement; provided, that no Borrowing Subsidiary Termination will become effective as to cash collateralization of all L/C Obligations in respect of any Subsidiary Borrower at a time when any principal Letters of or interest on any Loan to such Borrower shall be outstanding hereunder; provided, further, that such Borrowing Subsidiary Termination shall be effective to terminate Credit issued for the right account of such Subsidiary Borrower to make further Borrowings and repayment in full of all other amounts owing by such Subsidiary Borrower under this Agreement and the other Loan Documents (it being agreed that any such repayment or cash collateralization shall be in accordance with the other terms of this Agreement. As soon as practicable upon receipt of ) (a Borrowing Subsidiary Agreement, the Administrative Agent shall furnish a copy thereof to each Lender.“

Designation of Subsidiary Borrowers. (a) The Company may at any time Parent Borrower shall be permitted, so long as no Default or Event of Default shall have occurred and from time be continuing: (i) to time designate any Eligible Wholly-Owned Subsidiary of the Parent Borrower that is a Domestic Subsidiary as a Domestic Subsidiary Borrower under the Revolving Facility upon (A) fifteen Business Days’ prior written notice (or any Eligible Foreign such shorter period as may be agreed by the Administrative Agent in its sole discretion) to the Administrative Agent (which shall promptly deliver such notice to the Lenders) (a “Notice of Designation”), which shall contain the name, primary business address and taxpayer identification number of such Subsidiary, (B) the execution and delivery by the Parent Borrower, such Subsidiary as and the Administrative Agent of a Foreign Subsidiary Borrower Joinder Agreement substantially in the form of Exhibit J (a “Subsidiary Borrower Joinder Agreement”), providing for such Subsidiary to become a Subsidiary Borrower, and the consent of the Administrative Agent to such joinder, evidenced by its acknowledgement signature thereto, (C) compliance by the Parent Borrower and such Subsidiary Borrower with Section 6.10(f), (D) delivery by the Parent Borrower or such Subsidiary Borrower of all documentation and information as is reasonably requested in writing by the Lenders at least ten days prior to the anticipated effective date of such designation required under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act and (E) the delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by (1) corporate or other applicable resolutions, certificates of incorporation or other applicable constituent documents, officer’s certificates, good standing certificates and legal opinions in respect of such Subsidiary as may be required by the Administrative Agent, in each case reasonably equivalent to comparable documents delivered on the Closing Date and (2) such other documents with respect thereto as the Company and the satisfaction of the other conditions precedent set forth in Section 4.03Administrative Agent shall reasonably request; provided that, and upon such delivery and satisfaction such Subsidiary shall for all purposes of this Agreement be a Subsidiary Borrower and a party to this Agreement; provided, that in the case of this clause (i), prior to the date of designation of a Foreign such Subsidiary Borrower, the Administrative Agent and the Lenders shall not have received notice from any Lender that an extension of credit to such Subsidiary shall contravene any law or regulation applicable to such Lender; and (ii) So long as no Default or Event of Default shall have received at least 10 Business Days prior written notice of such designation during which period occurred and be continuing, to remove any Subsidiary as a Subsidiary Borrower upon execution and delivery by the Administrative Agent and the Lenders shall have an opportunity to review drafts of the documentation to be provided under Section 4.03 in connection with such designation and to discuss such designation with the Administrative Agent and/or the Company as applicable. If the Company shall at any time execute and deliver Parent Borrower to the Administrative Agent of a Borrowing written notification to such effect and repayment in full of all Loans made to such Subsidiary Borrower, cash collateralization of all L/C Obligations in respect of any Letters of Credit issued for the account of such Subsidiary Borrower and repayment in full of all other amounts owing by such Subsidiary Borrower under this Agreement and the other Loan Documents (it being agreed that any such repayment or cash collateralization shall be in accordance with the other terms of this Agreement) (a “Termination Letter”). The delivery of a Termination Letter with respect to any Subsidiary Borrower, such Subsidiary shall cease to be a Subsidiary Borrower and a party to this Agreement; provided, that no Borrowing Subsidiary Termination will become effective as to any Subsidiary Borrower at a time when any principal of or interest on any Loan to such Borrower shall be outstanding hereunder; provided, further, that such Borrowing Subsidiary Termination shall be effective to not terminate the right (x) any Obligation of such Subsidiary Borrower that remains unpaid at the time of such delivery or (y) the Obligations of the Parent Borrower with respect to make further Borrowings under this Agreement. As soon as practicable upon receipt of a Borrowing Subsidiary Agreementany such unpaid Obligations. (b) Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender) to enter into such amendments to the Security Documents and/or such new Security Documents as are necessary or advisable, as reasonably determined by the Administrative Agent, in order to effect the provisions of Section 6.10(f). (c) Each Subsidiary of the Parent Borrower that is or becomes a “Subsidiary Borrower” pursuant to this Section 2.21 hereby irrevocably appoints the Parent Borrower as its agent for all purposes relevant to this Agreement and each of the other Loan Documents, including (i) the giving and receipt of notices and (ii) the execution and delivery of all documents, instruments and certificates contemplated herein and all modifications hereto. Any acknowledgment, consent, direction, certification or other action which might otherwise be valid or effective only if given or taken by all Borrowers, or by each Borrower acting singly, shall furnish a copy thereof be valid and effective if given or taken only by the Parent Borrower, whether or not any such other Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to the Parent Borrower in accordance with the terms of this Agreement shall be deemed to have been delivered to each LenderSubsidiary Borrower.

Designation of Subsidiary Borrowers. The (a) Subject to Section 2.23(b), the Company may at any time and from time to time upon not less than five (5) Business Days’ prior written notice to the Administrative Agent (or such shorter period as the Administrative Agent may agree) designate any Eligible Domestic Subsidiary as a Domestic Subsidiary Borrower or and any Eligible Foreign Subsidiary as a Foreign Subsidiary Borrower by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by such Subsidiary and the Company and the satisfaction of the other conditions precedent set forth in Section 4.03, and upon such delivery and satisfaction such Subsidiary shall for all purposes of this Agreement be a Subsidiary Borrower and a party to this Agreement; provided, that in the case of the designation of a Foreign Subsidiary Borrower, the Administrative Agent and the Lenders shall have received at least 10 Business Days prior written notice of such designation during which period the Administrative Agent and the Lenders shall have an opportunity to review drafts of the documentation to be provided under Section 4.03 in connection with such designation and to discuss such designation with the Administrative Agent and/or the Company as applicable. If Agreement until the Company shall at any time execute have executed and deliver delivered to the Administrative Agent a Borrowing Subsidiary Termination with respect to any Subsidiary Borrowersuch Subsidiary, whereupon such Subsidiary shall cease to be a Subsidiary Borrower and a party to this Agreement; provided. Notwithstanding the preceding sentence, that no Borrowing Subsidiary Termination will become effective as to any Subsidiary Borrower at a time when any principal of or interest on any Loan to such Borrower shall be outstanding hereunder; provided, further, provided that such Borrowing Subsidiary Termination shall be effective to terminate the right of such Subsidiary Borrower to make further Borrowings under this Agreement. As soon as practicable upon receipt of a Borrowing Subsidiary Agreement, the Administrative Agent shall furnish a copy thereof to each Lender. Notwithstanding anything herein to the contrary, no Foreign Subsidiary Borrower shall be liable for any Loan, or shall grant any Lien securing any Loan or have its Equity Interests pledged to secure any Loan, not made directly to such Borrower to the extent it would make such a Foreign Subsidiary Borrower an Affected Foreign Subsidiary and no Subsidiary Guarantor shall be liable for any Loan, or shall grant any Lien securing any Loan or have its Equity Interests pledged to secure any Loan, made to a Borrower to the extent it would make such Subsidiary Guarantor an Affected Foreign Subsidiary. (b) Notwithstanding anything to the contrary in this Agreement, if any Lender determines that, as a result of any applicable law, rule, regulation or treaty or any applicable request, rule, requirement, guideline or directive (whether or not having the force of law) of any Governmental Authority, it is or it becomes unlawful for such Lender to perform any of its obligations as contemplated by this Agreement with respect to any Foreign Subsidiary Borrower or any Eligible Foreign Subsidiary or for such Lender to fund or maintain any participation or any Loan to any Foreign Subsidiary Borrower or any Eligible Foreign Subsidiary: (i) such Lender shall promptly notify the Administrative Agent upon becoming aware of such event; (ii) (x) such Eligible Foreign Subsidiary shall not be permitted to become a Foreign Subsidiary Borrower and (y) the obligations of all Lenders to make, convert or continue any participations and Loans to such Foreign Subsidiary Borrower shall be suspended, as the case may be, in each case until such Lender notifies the Administrative Agent and the Company that the circumstances giving rise to such determination no longer exist; and (iii) the Borrowers shall repay any outstanding participations or Loans made to such Foreign Subsidiary Borrower on the last day of the Interest Period for each Loan occurring after the Administrative Agent has notified the Company or, if earlier, the date specified by the Lender in the notice delivered to the Administrative Agent (being no earlier than the last day of any applicable grace period permitted by law).

Designation of Subsidiary Borrowers. The On the Effective Date, and subject to the satisfaction of the applicable conditions in Article IV hereto, each of the Initial Finnish Borrower and Health Sciences shall become Subsidiary Borrowers party to this Agreement until the Company shall have executed and delivered to the Administrative Agent a Borrowing Subsidiary Termination with respect to any such Subsidiary, whereupon such Subsidiary shall cease to be a Subsidiary Borrower and a party to this Agreement. After the Effective Date, the Company may at any time and from time to time designate any Eligible Domestic Subsidiary as a Domestic Subsidiary Borrower or any Eligible Foreign Subsidiary as a Foreign Subsidiary Borrower by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by such Subsidiary and the Company and the satisfaction of the other conditions precedent set forth in Section 4.03, and upon such delivery and satisfaction such Subsidiary shall for all purposes of this Agreement be a Subsidiary Borrower and a party to this Agreement; provided, that in the case of the designation of . Each Subsidiary Borrower shall remain a Foreign Subsidiary Borrower, the Administrative Agent and the Lenders shall have received at least 10 Business Days prior written notice of such designation during which period the Administrative Agent and the Lenders shall have an opportunity to review drafts of the documentation to be provided under Section 4.03 in connection with such designation and to discuss such designation with the Administrative Agent and/or the Company as applicable. If Borrower until the Company shall at any time execute have executed and deliver delivered to the Administrative Agent a Borrowing Subsidiary Termination with respect to any Subsidiary Borrowersuch Subsidiary, whereupon such Subsidiary shall cease to be a Subsidiary Borrower and a party to this Agreement; provided. Notwithstanding the preceding sentence, that no Borrowing Subsidiary Termination will become effective as to any Subsidiary Borrower at a time when any principal of or interest on any Loan to such Borrower shall be outstanding hereunder; provided, further, provided that such Borrowing Subsidiary Termination shall be effective to terminate the right of such Subsidiary Borrower to make further Borrowings under this Agreement. As soon as practicable upon receipt of a Borrowing Subsidiary Agreement, the Administrative Agent shall furnish a copy thereof to each Lender. It is understood and agreed that the obligations of each Subsidiary Borrower shall be several in nature. Each Subsidiary of the Company that is or becomes a Subsidiary Borrower pursuant to this Section 2.23 hereby irrevocably appoints the Company as its agent for all purposes relevant to this Agreement and each of the other Loan Documents, including (i) the giving and receipt of notices, (ii) the execution and delivery of all documents, instruments and certificates contemplated herein and all modifications hereto, and (iii) the receipt of the proceeds of any Loans made by the Lenders to any such Subsidiary Borrower hereunder. Any acknowledgment, consent, direction, certification or other action which might otherwise be valid or effective only if given or taken by all Borrowers, or by each Borrower acting singly, shall be valid and effective if given or taken only by the Company, whether or not any such other Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to the Company in accordance with the terms of this Agreement shall be deemed to have been delivered to each Subsidiary Borrower.

Designation of Subsidiary Borrowers. The On the Amendment No. 1 Effective Date, and subject to the satisfaction of the applicable conditions in Amendment No. 1, Edgewell Personal Care Brands, LLC, a Delaware limited liability company, shall deliver an executed signature page to Amendment No. 1, whereupon it shall become a Subsidiary Borrower party to this Agreement until the Company shall have executed and delivered to the Administrative Agent a Borrowing Subsidiary Termination with respect to such Subsidiary, whereupon such Subsidiary shall cease to be a Subsidiary Borrower and a party to this Agreement. After the Amendment No. 1 Effective Date, the Company may at any time and from time to time time, designate any Eligible Subsidiary Guarantor or any other Domestic Subsidiary reasonably acceptable to the Administrative Agent as a Domestic Subsidiary Borrower or any Eligible Foreign Subsidiary as a Foreign Subsidiary Borrower by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by such Subsidiary and the Company and the satisfaction of the other conditions precedent set forth in Section 4.034.04, and upon such delivery and satisfaction such Subsidiary shall for all purposes of this Agreement be a Subsidiary Borrower and a party to this Agreement; provided, that in the case of the designation of a Foreign Subsidiary Borrower, the Administrative Agent and the Lenders shall have received at least 10 Business Days prior written notice of such designation during which period the Administrative Agent and the Lenders shall have an opportunity to review drafts of the documentation to be provided under Section 4.03 in connection with such designation and to discuss such designation with the Administrative Agent and/or the Company as applicable. If Agreement until the Company shall at any time execute have executed and deliver delivered to the Administrative Agent a Borrowing Subsidiary Termination with respect to any Subsidiary Borrowersuch Subsidiary, whereupon such Subsidiary shall cease to be a Subsidiary Borrower and a party to this Agreement; provided. Notwithstanding the preceding sentence, that no Borrowing Subsidiary Termination will become effective as to any Subsidiary Borrower at a time when any principal of or interest on any Loan to such Borrower shall be outstanding hereunder; provided, further, provided that such Borrowing Subsidiary Termination shall be effective to terminate the right of such Subsidiary Borrower to make further Borrowings under this Agreement. As soon as practicable upon receipt of a Borrowing Subsidiary Agreement, the Administrative Agent shall furnish a copy thereof to each Lender.

Designation of Subsidiary Borrowers. The Subject to the terms and conditions of this Section, the Company may may, at any time and or from time to time designate any Eligible Domestic Subsidiary as upon not less than 10 Business Days’ notice (a Domestic “Notice of Proposed Subsidiary Borrower or any Eligible Foreign Subsidiary as a Foreign Subsidiary Borrower by delivery Designation”) to the Administrative Agent (or such shorter period which is reasonably acceptable to the Administrative Agent), request that a Subsidiary specified in such notice become a party to this Agreement as a Borrower, specifying therein, in the case of a Borrowing Foreign Subsidiary, its jurisdiction of organization and other information relating thereto reasonably requested by the Administrative Agent. The Administrative Agent shall upon receipt of a Notice of Proposed Subsidiary Agreement executed by such Subsidiary and Borrower Designation from the Company and promptly notify each Lender thereof. Upon the satisfaction of the other conditions precedent set forth specified in paragraph (b) of this Section 4.03(but subject to the immediately succeeding paragraph), and upon such delivery and satisfaction such Subsidiary shall for all purposes of this Agreement be a Subsidiary Borrower and become a party to this Agreement as a Borrower hereunder and shall be entitled to borrow Loans on and subject to the terms and conditions of this Agreement; provided, that in the case of the designation of a Foreign Subsidiary Borrower, and the Administrative Agent and shall promptly notify the Lenders shall have received at least 10 Business Days prior written notice of such designation during which period the Administrative Agent and the Lenders shall have an opportunity to review drafts of the documentation to be provided under Section 4.03 in connection with such designation and to discuss such designation with the Administrative Agent and/or the Company as applicable. If the Company shall at any time execute and deliver to the Administrative Agent a Borrowing Subsidiary Termination with respect to any Subsidiary Borrower, such Subsidiary shall cease to be a Subsidiary Borrower and a party to this Agreement; provided, that no Borrowing Subsidiary Termination will become effective as to any Subsidiary Borrower at a time when any principal of or interest on any Loan to such Borrower shall be outstanding hereunder; provided, further, that such Borrowing Subsidiary Termination shall be effective to terminate the right of such Subsidiary Borrower to make further Borrowings under this Agreementdesignation. As soon as practicable upon receipt after receiving a Notice of Proposed Subsidiary Borrower Designation with respect to a Borrowing Foreign Subsidiary, and in any event at least 5 Business Days prior to the delivery of an executed Subsidiary Agreement, Borrower Designation to the Administrative Agent pursuant to this Section, any Lender that may not legally lend to, establish credit for the account of and/or do any business whatsoever with such Foreign Subsidiary because of its jurisdiction of organization (an “Objecting Lender”) may object to the designation of such Foreign Subsidiary as a Borrower hereunder by notifying the Company and the Administrative Agent thereof in writing (a “Lender Objection Notice”); provided that (i) prior to the delivery of a Lender Objection Notice, each Lender that may be an Objecting Lender shall furnish use reasonable efforts to designate (or identify) a copy thereof different lending office for funding or booking its Loans to each such Foreign Subsidiary hereunder or to assign (or identify for purposes of assignment of) its rights and obligations hereunder to make its Loans to such Foreign Subsidiary hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment would eliminate the need for a Lender Objection Notice and would not otherwise be disadvantageous to such Lender (and the Company and relevant Foreign Subsidiary Borrower hereby agree to pay all reasonable out-of-pocket costs and expenses incurred by such Lender in connection with any such designation or assignment); and (ii) if, pursuant to clause (i) above, such Lender shall assign its rights and obligations hereunder to make its Loans to such Foreign Subsidiary hereunder to an Affiliate, such Lender shall, to the extent of Loans made to such Foreign Subsidiary Borrower, be deemed for all purposes hereof to have pro tanto assigned such Loans to such Affiliate in compliance with the provisions of Section 9.04 (provided that, at the request of the Administrative Agent, such Lender and such Affiliate shall deliver an Assignment and Assumption with respect to such deemed assignment). In the event that the Company and the Administrative Agent receive a Lender Objection Notice with respect to such Foreign Subsidiary that has not been withdrawn by the applicable Objecting Lender, the Borrower may not deliver a Subsidiary Borrower Designation with respect to such Foreign Subsidiary Borrower under paragraph (b) of this Section. Subject to the requirements of this Section (including the provisions of this paragraph), nothing herein shall preclude the Company from submitting thereafter another request for designation of such Foreign Subsidiary as a Borrower hereunder.

Designation of Subsidiary Borrowers. The Company may at any time Parent Borrower shall be permitted, so long as no Event of Default shall have occurred and from time be continuing: (a) to time designate any Eligible Domestic Subsidiary that is a Wholly Owned Subsidiary of the Parent Borrower as a Subsidiary Borrower under the Revolving Facility upon (A) ten (10) Business Days prior written notice to the Administrative Agent (or such earlier date as shall be agreed by the Administrative Agent it its sole discretion) (such notice to contain the name, primary business address and taxpayer identification number of such Domestic Subsidiary) (a “Notice of Designation”), (B) the execution and delivery by the Parent Borrower, such Domestic Subsidiary and the Administrative Agent of a Joinder Agreement, substantially in the form of Exhibit D (a “Joinder Agreement”), providing for such Domestic Subsidiary to become a Subsidiary Borrower, (C) compliance by the Parent Borrower and such Subsidiary Borrower with Section 6.10(e), (D) the agreement and acknowledgment by the Parent Borrower and each other Loan Party that the Guarantee and Collateral Agreement covers the Obligations of such Domestic Subsidiary, (E) delivery by the Parent Borrower or any Eligible Foreign such Domestic Subsidiary of (i) all documentation and information as is reasonably requested in writing by the Lenders at least three days prior to the anticipated effective date of such designation required by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act and (ii), if the Domestic Subsidiary qualifies as a Foreign “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Domestic Subsidiary Borrower by and (F) the delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by corporate or other applicable resolutions, incorporation or other applicable constituent documents, secretary’s certificates, officer’s certificates and legal opinions in respect of such Domestic Subsidiary and the Company and the satisfaction of the such other conditions precedent set forth in Section 4.03, and upon such delivery and satisfaction such Subsidiary shall for all purposes of this Agreement be a Subsidiary Borrower and a party to this Agreement; provided, that in the case of the designation of a Foreign Subsidiary Borrower, the Administrative Agent and the Lenders shall have received at least 10 Business Days prior written notice of such designation during which period the Administrative Agent and the Lenders shall have an opportunity to review drafts of the documentation to be provided under Section 4.03 in connection with such designation and to discuss such designation with the Administrative Agent and/or the Company as applicable. If the Company shall at any time execute and deliver to the Administrative Agent a Borrowing Subsidiary Termination documents with respect to any Subsidiary Borrower, such Subsidiary shall cease to be a Subsidiary Borrower and a party to this Agreement; provided, that no Borrowing Subsidiary Termination will become effective thereto as to any Subsidiary Borrower at a time when any principal of or interest on any Loan to such Borrower shall be outstanding hereunder; provided, further, that such Borrowing Subsidiary Termination shall be effective to terminate the right of such Subsidiary Borrower to make further Borrowings under this Agreement. As soon as practicable upon receipt of a Borrowing Subsidiary Agreement, the Administrative Agent shall furnish a copy thereof reasonably request, in each case, reasonably equivalent to each Lender.comparable documents delivered on the Closing Date; and 90

Designation of Subsidiary Borrowers. The Company may at any time and from time to time designate any Eligible Domestic Subsidiary as a Domestic Subsidiary Borrower or any Eligible Foreign Subsidiary as a Foreign Subsidiary Borrower by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by such Subsidiary and the Company and the satisfaction of the other conditions precedent set forth in Section 4.03, and upon such delivery and satisfaction such Subsidiary shall for all purposes of this Agreement be a Subsidiary Borrower and a party to this Agreement; provided, that in the case of the designation of a Foreign Subsidiary Borrower, the Administrative Agent and the Lenders shall have received at least 10 Business Days prior written notice of such designation during which period the Administrative Agent and the Lenders shall have an opportunity to review drafts of the documentation to be provided under Section 4.03 in connection with such designation and to discuss such designation with the Administrative Agent and/or the Company as applicable. If Agreement until the Company shall at any time execute have executed and deliver delivered to the Administrative Agent a Borrowing Subsidiary Termination with respect to any Subsidiary Borrowersuch Subsidiary, whereupon such Subsidiary shall cease to be a Subsidiary Borrower and a party to this Agreement; provided. Notwithstanding the preceding sentence, that no Borrowing Subsidiary Termination will become effective as to any Subsidiary Borrower at a time when any principal of or interest on any Loan to such Borrower shall be outstanding hereunder,; provided, further, provided that such Borrowing Subsidiary Termination shall be effective to terminate the right of such Subsidiary Borrower to make further Borrowings under this Agreement. As soon as practicable upon receipt of a Borrowing Subsidiary Agreement, the Administrative Agent shall furnish a copy thereof to each Lender. Notwithstanding any provision of this Agreement to the contrary, in order to accommodate the addition of an Eligible Subsidiary that is not a Domestic Subsidiary as a Subsidiary Borrower or the addition of a Foreign Currency as an Agreed Currency, in each case, where one or more Lenders are legally able and willing to lend Loans to, and participate in Letters of Credit issued for the account of, such Eligible Subsidiary or in such Foreign Currency, but other Lenders are not so able or willing, the Administrative Agent shall be permitted, with the consent of the Company, to effect such changes to the provisions of this Agreement (and not, for the avoidance of doubt, any change specified in clauses (i) through (vi) of Section 9.02(b) hereof, unless otherwise approved in accordance with Section 9.02(b)) as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing procedures for the Lenders who are so able and willing to extend credit to such Eligible Subsidiaries and in such Foreign Currencies and for the other Lenders not to be required to do so (it being understood and agreed that the Lenders who are not so able and willing to extend credit to such Eligible Subsidiaries and/or in such Foreign Currencies shall not be obligated to do so). Prior to effecting any such changes, the Administrative Agent shall give all Lenders at least five Business Days’ notice thereof.

Designation of Subsidiary Borrowers. (a) The Company may at any time shall be permitted, so long as no Default or Event of Default shall have occurred and from time be continuing: (i) to time designate any Eligible Domestic Subsidiary of the Company as a Domestic Subsidiary Borrower or any Eligible Foreign under the Revolving Facility upon (A) 10 Business Days prior written notice to the Lenders (such notice to contain the name, primary business address and taxpayer identification number of such Subsidiary) (a “Notice of Designation”), (B) the execution and delivery by the Company, such Subsidiary as and the Administrative Agent of a Foreign Joinder Agreement, substantially in the form of Exhibit D (a “Joinder Agreement”), providing for such Subsidiary to become a Subsidiary Borrower, (C) compliance by the Company and such Subsidiary Borrower with Section 6.9(g), (D) the agreement and acknowledgment by the Company and each other Borrower that the Guarantee Agreement and the Collateral Agreement each cover the Obligations of such Subsidiary, (E) delivery by the Company or such Subsidiary of all documentation and information as is reasonably requested in writing by the Lenders at least three days prior to the anticipated effective date of such designation required by U.S. regulatory authorities under applicable “know your customer” and anti- money laundering rules and regulations, including the PATRIOT Act, and (F) the delivery to the Administrative Agent of (1) corporate or other applicable resolutions, incorporation or other applicable constituent documents, officer’s certificates and legal opinions in respect of such Subsidiary in each case reasonably equivalent to comparable documents delivered on the Closing Date and (2) such other documents with respect thereto as the Administrative Agent shall reasonably request; and (ii) to remove any Subsidiary as a Borrowing Subsidiary Agreement executed Borrower upon execution and delivery by the Company to the Administrative Agent of a written notification to such effect and repayment in full of all Loans made to such Subsidiary Borrower, cash collateralization of all L/C Obligations in respect of any Letters of Credit issued for the account of such Subsidiary Borrower and repayment in full of all other amounts owing by such Subsidiary Borrower under this Agreement and the other Loan Documents (it being agreed that any such repayment shall be in accordance with the other terms of this Agreement). (b) Notwithstanding anything to the contrary in this Agreement, a Lender shall not be required to make a Loan as part of any borrowing by or to issue or acquire a participation in any Letter of Credit issued for the account of, a Foreign Subsidiary with respect to which the Company has delivered a Notice of Designation (a “Proposed Foreign Subsidiary Borrower”) if the making of such Loan or the issuance by such Lender or the acquisition by such Lender (or, if such Lender is the Issuing Lender, the acquisition by any other Lender) of a participation in, such Letter of Credit would violate any law or regulation (including any violation of any law or regulation due to an absence of licensing) to which such Lender is subject. As soon as practicable after receiving a Notice of Designation from the Company in respect of a Proposed Foreign Subsidiary Borrower, and in any event no later than seven Business Days after the date of such Notice of Designation, any Lender that is restricted by any law or regulation (including due to an absence of licensing) to which such Lender is subject from extending credit (including, for the avoidance of doubt, making Loans, issuing Letters of Credit or acquiring participations in Letters of Credit) under this Agreement to such Proposed Foreign Subsidiary Borrower directly or through a Lender Affiliate as set forth in Section 2.29(c) (an “Objecting Lender”) shall so notify the Company and the satisfaction of Administrative Agent in writing. With respect to each Objecting Lender that has not withdrawn such notice, the other conditions precedent set forth in Company shall, effective on or before the date that such Proposed Foreign Subsidiary Borrower shall have the right to borrow hereunder, either (A) exercise its rights with respect to such Objecting Lender pursuant to Section 4.03, and upon 2.24 or (B) cancel its request to designate such delivery and satisfaction such Proposed Foreign Subsidiary shall for all purposes of this Agreement be Borrower as a Subsidiary Borrower and hereunder. (c) In addition to the foregoing requirements, if the Company shall deliver a party Notice of Designation with respect to this Agreement; provided, that in the case of the designation of a Proposed Foreign Subsidiary Borrower, any Lender may, with notice to the Administrative Agent and the Company, fulfill its Commitment by causing a Lender Affiliate to act as the Lender in respect of such Proposed Foreign Subsidiary Borrower. Additionally, (x) such Lender’s obligations under this Agreement shall remain unchanged, (y) such Lender shall remain solely responsible to the other parties hereto for the performance of those obligations, and (z) the Company, any other Borrower, the Administrative Agent, the Lenders, the Issuing Lenders and the Swingline Lenders shall have received at least 10 Business Days prior written notice of continue to deal solely and directly with such designation during which period the Administrative Agent and the Lenders shall have an opportunity to review drafts of the documentation to be provided under Section 4.03 Lender in connection with such designation Lender’s rights and obligations under this Agreement. (d) Notwithstanding anything to discuss such designation with the contrary contained herein or in any other Loan Document, the Administrative Agent and/or the Company as applicable. If the Company shall at is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any time execute and deliver Lender) to enter into such amendments to the Security Documents and/or such new Security Documents as are necessary or advisable, as reasonably determined by the Administrative Agent Agent, in order to effect the provisions of Section 6.9(g). (e) If Spinco or any of its Subsidiaries is designated as a Borrowing Subsidiary Termination with respect to any “Subsidiary Borrower” hereunder, such Subsidiary Spinco or any of its Subsidiaries shall repay any outstanding Loans incurred by Spinco or any of its Subsidiaries prior to the earlier to occur of (x) the incurrence of Indebtedness pursuant to Section 7.2(gg) or (y) consummation of the Spin-Off, and shall cease to be a Subsidiary Borrower and a party to this Agreement; provided, that no Borrowing Subsidiary Termination will become effective as to any Subsidiary Borrower at a time when any principal of or interest on any Loan to such Borrower shall be outstanding hereunder; provided, further, that such Borrowing Subsidiary Termination shall be effective to terminate the right of such Subsidiary Borrower to make further Borrowings under this Agreement. As soon as practicable upon receipt of a Borrowing Subsidiary Agreement, the Administrative Agent shall furnish a copy thereof to each Lendertime.

Designation of Subsidiary Borrowers. (a) The Company may at any time shall be permitted, so long as no Default or Event of Default shall have occurred and from time be continuing: (i) to time designate any Eligible Domestic Subsidiary of the Company as a Domestic Subsidiary Borrower or any Eligible Foreign under the Revolving Facility upon (A) ten Business Days prior written notice to the Lenders (such notice to contain the name, primary business address and taxpayer identification number of such Subsidiary) (a “Notice of Designation”), (B) the execution and delivery by the Company, such Subsidiary as and the Administrative Agent of a Foreign Joinder Agreement, substantially in the form of Exhibit D (a “Joinder Agreement”), providing for such Subsidiary to become a Subsidiary Borrower, (C) compliance by the Company and such Subsidiary Borrower with Section 6.9(g), (D) the agreement and acknowledgment by the Company and each other Borrower that the Guarantee and Collateral Agreement covers the Obligations of such Subsidiary, (E) delivery by the Company or such Subsidiary of all documentation and information as is reasonably requested in writing by the Lenders at least three days prior to the anticipated effective date of such designation required by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act, and (F) the delivery to the Administrative Agent of (1) corporate or other applicable resolutions, incorporation or other applicable constituent documents, officer’s certificates and legal opinions in respect of such Subsidiary in each case reasonably equivalent to comparable documents delivered on the Closing Date and (2) such other documents with respect thereto as the Administrative Agent shall reasonably request; and (ii) to remove any Subsidiary as a Borrowing Subsidiary Agreement executed Borrower upon execution and delivery by the Company to the Administrative Agent of a written notification to such effect and repayment in full of all Loans made to such Subsidiary Borrower, cash collateralization of all L/C Obligations in respect of any Letters of Credit issued for the account of such Subsidiary Borrower and repayment in full of all other amounts owing by such Subsidiary Borrower under this Agreement and the other Loan Documents (it being agreed that any such repayment shall be in accordance with the other terms of this Agreement). (b) Notwithstanding anything to the contrary in this Agreement, a Lender shall not be required to make a Loan as part of any borrowing by or to issue or acquire a participation in any Letter of Credit issued for the account of, a Foreign Subsidiary with respect to which the Company has delivered a Notice of Designation (a “Proposed Foreign Subsidiary Borrower”) if the making of such Loan or the issuance by such Lender or the acquisition by such Lender (or, if such Lender is the Issuing Lender, the acquisition by any other Lender) of a participation in, such Letter of Credit would violate any law or regulation (including any violation of any law or regulation due to an absence of licensing) to which such Lender is subject. As soon as practicable after receiving a Notice of Designation from the Company in respect of a Proposed Foreign Subsidiary Borrower, and in any event no later than seven Business Days after the date of such Notice of Designation, any Lender that is restricted by any law or regulation (including due to an absence of licensing) to which such Lender is subject from extending credit (including, for the avoidance of doubt, making Loans, issuing Letters of Credit or acquiring participations in Letters of Credit) under this Agreement to such Proposed Foreign Subsidiary Borrower directly or through a Lender Affiliate as set forth in Section 2.29(c) (an “Objecting Lender”) shall so notify the Company and the satisfaction of Administrative Agent in writing. With respect to each Objecting Lender that has not withdrawn such notice, the other conditions precedent set forth in Company shall, effective on or before the date that such Proposed Foreign Subsidiary Borrower shall have the right to borrow hereunder, either (A) exercise its rights with respect to such Objecting Lender pursuant to Section 4.03, and upon 2.24 or (B) cancel its request to designate such delivery and satisfaction such Proposed Foreign Subsidiary shall for all purposes of this Agreement be Borrower as a Subsidiary Borrower and hereunder. (c) In addition to the foregoing requirements, if the Company shall deliver a party Notice of Designation with respect to this Agreement; provided, that in the case of the designation of a Proposed Foreign Subsidiary Borrower, any Lender may, with notice to the Administrative Agent and the Company, fulfill its Commitment by causing a Lender Affiliate to act as the Lender in respect of such Proposed Foreign Subsidiary Borrower. Additionally, (x) such Lender’s obligations under this Agreement shall remain unchanged, (y) such Lender shall remain solely responsible to the other parties hereto for the performance of those obligations, and (z) the Company, any other Borrower, the Administrative Agent, the Lenders, the Issuing Lenders and the Swingline Lenders shall have received at least 10 Business Days prior written notice of continue to deal solely and directly with such designation during which period the Administrative Agent and the Lenders shall have an opportunity to review drafts of the documentation to be provided under Section 4.03 Lender in connection with such designation Lender’s rights and to discuss such designation with the Administrative Agent and/or the Company as applicable. If the Company shall at any time execute and deliver to the Administrative Agent a Borrowing Subsidiary Termination with respect to any Subsidiary Borrower, such Subsidiary shall cease to be a Subsidiary Borrower and a party to this Agreement; provided, that no Borrowing Subsidiary Termination will become effective as to any Subsidiary Borrower at a time when any principal of or interest on any Loan to such Borrower shall be outstanding hereunder; provided, further, that such Borrowing Subsidiary Termination shall be effective to terminate the right of such Subsidiary Borrower to make further Borrowings obligations under this Agreement. As soon as practicable upon receipt of a Borrowing Subsidiary Agreement. (d) Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent shall furnish a copy thereof is hereby irrevocably authorized by each Lender (without requirement of notice to each or consent of any Lender) to enter into such amendments to the Security Documents and/or such new Security Documents as are necessary or advisable, as reasonably determined by the Administrative Agent, in order to effect the provisions of Section 6.9(g).

Designation of Subsidiary Borrowers. The Company may may, at any time and from time to time time, designate any Eligible Domestic wholly-owned Subsidiary as a Domestic Subsidiary Borrower or any Eligible Foreign Subsidiary as pursuant to a Foreign Subsidiary Borrower by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed and delivered by the Company, such wholly-owned Subsidiary and the Company and the satisfaction of the other conditions precedent set forth in Section 4.03Administrative Agent, and upon the effectiveness of such delivery and satisfaction Subsidiary Borrower Agreement such Subsidiary shall for all purposes of this Agreement be a Subsidiary Borrower and a party to this Agreement; provided, that in the case of the designation of a Foreign Subsidiary Borrower, . The Company shall provide written notice to the Administrative Agent and the Lenders shall have received of its intent to designate any Subsidiary as a Subsidiary Borrower at least 10 Business Days (or such shorter period as may be agreed to by the Administrative Agent) prior written notice of such designation during to the date on which period the Company proposes that any Subsidiary Borrower Agreement shall be effective, and the Administrative Agent and the shall notify Lenders shall have an opportunity to review drafts of the documentation to be provided under Section 4.03 in connection with such designation and to discuss such designation with promptly upon receipt by the Administrative Agent and/or the Company as applicableof any such notice. If Any Subsidiary Borrower shall continue to be a Subsidiary Borrower until the Company shall at any time execute have executed and deliver delivered to the Administrative Agent a Borrowing Subsidiary Borrower Termination with respect to any such Subsidiary Borrower, whereupon such Subsidiary Borrower shall cease to be a Subsidiary Borrower and a party to this Agreement; provided. Notwithstanding the preceding sentence, that (a) no Borrowing Subsidiary Borrower Agreement shall become effective as to any Subsidiary if it shall be unlawful for such Subsidiary to become a Borrower hereunder or for any Lender to make Loans or otherwise extend credit to such Subsidiary as provided herein and (b) no Subsidiary Borrower Termination will become effective as to any Subsidiary Borrower at a time when any principal of or interest on any Loan until all Loans made to such Subsidiary Borrower shall be outstanding hereunderhave been repaid, all Letters of Credit issued for the account of such Subsidiary Borrower have been drawn in full or have expired and all amounts payable by such Subsidiary Borrower in respect of LC Disbursements, interest and/or fees (and, to the extent notified by the Administrative Agent or any Lender, any other amounts payable under this Agreement by such Subsidiary Borrower) shall have been paid in full; provided, further, provided that such Borrowing Subsidiary Borrower Termination shall be effective to terminate the right of such Subsidiary Borrower Borrower's right to make request or receive further Borrowings or other extensions of credit under this Agreement. As soon as practicable upon receipt the execution and delivery of a Borrowing Subsidiary Borrower Agreement, the Administrative Agent shall furnish send a copy thereof to each Lender.

Designation of Subsidiary Borrowers. The Company Viacom may at any time and from time to time designate any Eligible Domestic Subsidiary as a Domestic Subsidiary Borrower or any Eligible Foreign Subsidiary as a Foreign Subsidiary Borrower by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement Borrower Designation executed by such Subsidiary and Viacom. As soon as practicable upon receipt thereof, the Company and Administrative Agent will post a copy of such Subsidiary Borrower Designation to the satisfaction Lenders on IntraLinks or another website accessible to all Lenders. Each Subsidiary Borrower Designation shall become effective on the date ten Business Days after it has been posted by the Administrative Agent (subject to the receipt by any Lender of any information under the Patriot Act or other conditions precedent set forth “know-your-customer” laws reasonably requested by it not later than the third Business Day after the posting date of such Subsidiary Borrower Designation), unless prior thereto, in Section 4.03the case of a Subsidiary that is organized in a non-U.S. jurisdiction, and upon the Administrative Agent shall have received written notice from any Lender that it is unlawful under Federal or applicable state or foreign law for such delivery and satisfaction Lender to make Loans or otherwise extend credit to or do business with such Subsidiary, directly or through a Lender Affiliate, as provided herein (a “Notice of Objection”), in which case such Subsidiary Borrower Designation shall not become effective until such time as such Lender withdraws such Notice of Objection or ceases to be a Lender hereunder. Upon the effectiveness of a Subsidiary Borrower Designation as provided in the preceding sentence, the applicable Subsidiary shall for all purposes of this Agreement be a Subsidiary Borrower and a party to this Agreement; provided, that in the case . (t) Article III of the designation Credit Agreement is hereby amended (a) by replacing each reference therein to “September 30, 2011” or “June 30, 2012” with a reference to “September 30, 2014”, (b) by deleting the second sentence of a Foreign Subsidiary BorrowerSection 3.2 and (c) by replacing the last sentence of Section 3.3 with the following: The “Exchange Act Report” shall mean, collectively, the Administrative Agent Annual Report of Viacom on Form 10-K for the year ended September 30, 2014, and Reports on Form 8-K of Viacom filed with or furnished to the Lenders shall have received at least 10 Business Days SEC and available on the SEC’s website subsequent to September 30, 2014, and prior written notice of such designation during which period to the Administrative Agent and Closing Date, in each case, as amended or supplemented before the Lenders shall have an opportunity to review drafts Closing Date. (u) Article III of the documentation to be provided under Credit Agreement is hereby amended by adding the following new Section 4.03 in connection with such designation and to discuss such designation with the Administrative Agent and/or the Company as applicable. If the Company shall at any time execute and deliver to the Administrative Agent a Borrowing Subsidiary Termination with respect to any Subsidiary Borrower, such Subsidiary shall cease to be a Subsidiary Borrower and a party to this Agreement; provided, that no Borrowing Subsidiary Termination will become effective as to any Subsidiary Borrower at a time when any principal of or interest on any Loan to such Borrower shall be outstanding hereunder; provided, further, that such Borrowing Subsidiary Termination shall be effective to terminate the right of such Subsidiary Borrower to make further Borrowings under this Agreement. As soon as practicable upon receipt of a Borrowing Subsidiary Agreement, the Administrative Agent shall furnish a copy thereof to each Lender3.12 Section 3.12.

Designation of Subsidiary Borrowers. The Company may at any time and from time to time designate any Eligible Domestic Subsidiary as a Domestic Subsidiary Borrower or any Eligible Foreign Subsidiary as a Foreign Subsidiary Borrower by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by such Subsidiary and the Company and the satisfaction of the other conditions precedent set forth in Section 4.03, and upon such delivery and satisfaction such Subsidiary shall for all purposes of this Agreement be a Subsidiary Borrower and a party to this Agreement; provided, that in the case of the designation of a Foreign Subsidiary Borrower, the Administrative Agent and the Lenders shall have received at least 10 Business Days prior written notice of such designation during which period the Administrative Agent and the Lenders shall have an opportunity to review drafts of the documentation to be provided under Section 4.03 in connection with such designation and to discuss such designation with the Administrative Agent and/or the Company as applicable. If Agreement until the Company shall at any time execute have executed and deliver delivered to the Administrative Agent a Borrowing Subsidiary Termination with respect to any Subsidiary Borrowersuch Subsidiary, whereupon such Subsidiary shall cease to be a Subsidiary Borrower and a party to this Agreement; provided. Notwithstanding the preceding sentence, that no Borrowing Subsidiary Termination will become effective as to any Subsidiary Borrower at a time when any principal of or interest on any Loan to such Borrower shall be outstanding hereunder; provided, further, provided that such Borrowing Subsidiary Termination shall be effective to terminate the right of such Subsidiary Borrower to make further Borrowings under this Agreement. As soon as practicable upon receipt of a Borrowing Subsidiary Agreement, the Administrative Agent shall furnish a copy thereof to each Lender. Notwithstanding any provision of this Agreement to the contrary, in order to accommodate the addition of an Eligible Subsidiary that is not a Domestic Subsidiary as a Subsidiary Borrower or the addition of a Foreign Currency as an Agreed Currency, in each case, where one or more Lenders are legally able and willing to lend Loans to, and participate in Letters of Credit issued for the account of, such Eligible Subsidiary or in such Foreign Currency, but other Lenders are not so able or willing, the Administrative Agent shall be permitted, with the consent of the Company, to effect such changes to the provisions of this Agreement (and not, for the avoidance of doubt, any change specified in clauses (i) through (vi) of Section 9.02(b) hereof, unless otherwise approved in accordance with Section 9.02(b)) as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing procedures for the Lenders who are so able and willing to extend credit to such Eligible Subsidiaries and in such Foreign Currencies and for the other Lenders not to be required to do so (it being understood and agreed that the Lenders who are not so able and willing to extend credit to such Eligible Subsidiaries and/or in such Foreign Currencies shall not be obligated to do so). Prior to effecting any such changes, the Administrative Agent shall give all Lenders at least five Business Days’ notice thereof.

Designation of Subsidiary Borrowers. The Subject to the terms and conditions of this Section, the Company may may, at any time and or from time to time designate any Eligible Domestic Subsidiary as upon not less than 10 Business Days’ notice (a Domestic “Notice of Proposed Subsidiary Borrower or any Eligible Foreign Subsidiary as a Foreign Subsidiary Borrower by delivery Designation”) to the Administrative Agent (or such shorter period which is reasonably acceptable to the Administrative Agent), request that a Subsidiary specified in such notice become a party to this Agreement as a Borrower. Each Notice of Proposed Subsidiary Borrower Designation shall specify the name of such Subsidiary and its jurisdiction of organization, the proposed effective date of such designation and such other information relating thereto reasonably requested by the Administrative Agent. The Administrative Agent shall upon receipt of a Borrowing Notice of Proposed Subsidiary Borrower Designation from the Company promptly notify each Lender thereof. Upon the satisfaction of the conditions specified in paragraph (b) of this Section (but subject to the immediately succeeding paragraph), such Subsidiary shall become a party to this Agreement executed as a Borrower hereunder and shall be entitled to borrow Loans and request the issuance of Letters of Credit on and subject to the terms and conditions of this Agreement, and the Administrative Agent shall promptly notify the Lenders of such designation. If the designation of such Subsidiary Borrower obligates the Administrative Agent or any Lender to comply with “know your customer” or other similar checks and identification requirements and procedures under any applicable laws, rules and regulations with respect to such Subsidiary Borrower in circumstances where the necessary information is not already available to it, the Company shall (or shall cause such Subsidiary Borrower to), promptly upon the request of the Administrative Agent or any Lender (through the Administrative Agent), supply such documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender in order for the Administrative Agent or such Lender to comply therewith. As soon as practicable (but in any event not more than five Business Days) following its receipt of a Notice of Proposed Subsidiary Borrower Designation with respect to a Non-U.S. Subsidiary, any Lender that may not legally lend to, establish credit for the account of and/or do any business whatsoever with such Non-U.S. Subsidiary because of its jurisdiction of organization (an “Objecting Lender”), or whose internal policies preclude any such lending, establishing credit and/or doing business with respect to such Non-U.S. Subsidiary, may object to the designation of such Non-U.S. Subsidiary as a Borrower hereunder by notifying the Company and the Administrative Agent thereof in writing (a “Lender Objection Notice”); provided that (i) any Lender which is relying solely on such internal policies as the basis for providing such an objection may provide a Lender Objection Notice only if such policies are being applied by such Lender to all similarly situated borrowers seeking loans or other extensions of credit from or with respect to doing business in such jurisdiction; (ii) prior to the delivery of a Lender Objection Notice, each Lender that may be an Objecting Lender shall use reasonable efforts to designate (or identify) a different lending office for funding or booking its Loans to such Non-U.S. Subsidiary hereunder or to assign (or identify for purposes of assignment of) its rights and obligations hereunder to make its Loans to such Non-U.S. Subsidiary hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment would eliminate the need for a Lender Objection Notice and would not otherwise be disadvantageous to such Lender (and the Company and the satisfaction relevant Non-U.S. Subsidiary Borrower hereby agree to pay all reasonable out-of-pocket costs and expenses incurred by such Lender in connection with any such designation or assignment); and (iii) if, pursuant to clause (ii) above, such Lender shall assign its rights and obligations hereunder to make its Loans to such Non-U.S. Subsidiary hereunder to an Affiliate, such Lender shall, to the extent of the other conditions precedent set forth in Section 4.03Loans made to such Non-U.S. Subsidiary Borrower, and upon such delivery and satisfaction such Subsidiary shall be deemed for all purposes hereof to have pro tanto assigned such Loans to such Affiliate in compliance with the provisions of this Agreement be Section 9.04 (provided that, at the request of the Administrative Agent, such Lender and such Affiliate shall deliver an Assignment and Assumption with respect to such deemed assignment). In the event that the Company and the Administrative Agent receive a Lender Objection Notice with respect to such Non-U.S. Subsidiary that has not been withdrawn by the applicable Objecting Lender, the Company may not deliver a Subsidiary Borrower and a party to this Agreement; provided, that in the case of the designation of a Foreign Subsidiary Borrower, the Administrative Agent and the Lenders shall have received at least 10 Business Days prior written notice of such designation during which period the Administrative Agent and the Lenders shall have an opportunity to review drafts of the documentation to be provided under Section 4.03 in connection with such designation and to discuss such designation with the Administrative Agent and/or the Company as applicable. If the Company shall at any time execute and deliver to the Administrative Agent a Borrowing Subsidiary Termination Designation with respect to any Subsidiary Borrower, such Subsidiary shall cease to be a Non-U.S. Subsidiary Borrower and a party under paragraph (b) of this Section. Subject to the requirements of this Agreement; providedSection (including the provisions of this paragraph), that no Borrowing Subsidiary Termination will become effective as to any Subsidiary Borrower at a time when any principal of or interest on any Loan to such Borrower nothing herein shall be outstanding hereunder; provided, further, that such Borrowing Subsidiary Termination shall be effective to terminate preclude the right Company from submitting thereafter another request for designation of such Non-U.S. Subsidiary as a Borrower to make further Borrowings under this Agreement. As soon as practicable upon receipt of a Borrowing Subsidiary Agreement, the Administrative Agent shall furnish a copy thereof to each Lenderhereunder.

Designation of Subsidiary Borrowers. (a) The Company may at any time and from time to time designate any Eligible Domestic Subsidiary as a Domestic Subsidiary Borrower or any Eligible Foreign Subsidiary as a Foreign Subsidiary Borrower by delivery with the ability to request credit under the Revolving Credit Commitment upon satisfaction of the following conditions: (i) The Administrative Agent of shall have received a Borrowing Subsidiary Agreement executed by such Subsidiary and the Company Company, and the Administrative Agent and the Lenders shall have consented to the applicable Foreign Subsidiary becoming a Foreign Borrower hereunder. (ii) The Administrative Agent shall have received evidence satisfactory to the Administrative Agent and the Lenders that (A) no withholding tax shall apply to any sum payable by such Subsidiary to any Lender under the Loan Documents, (B) gross-up obligations contained in the Loan Documents protect the Administrative Agent and the Lenders from any economic effect of such withholding obligations, and (C) the laws and regulations of the jurisdictions in which such Subsidiary is organized and is located permit extensions of credit and other financial accommodations from the United States of America into such jurisdictions. (iii) The Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Act and (if applicable) the Money Laundering Regulations 2003 of the United Kingdom (as amended) in respect of such Subsidiary, including, without limitation, an update of Schedule 3.01. (iv) Subject to the Pledged Collateral Release, the Collateral Agent shall have received a pledge of certain of the Equity Interests of such Foreign Subsidiary (as contemplated by the Foreign Subsidiary Pledge Agreement) if such Foreign Subsidiary is directly owned by the Company or a Subsidiary Guarantor. (v) The Administrative Agent shall have received organizational documents, authorizing resolutions, officers’ certificates, legal opinions and such other instruments, documents and agreements in respect of such Subsidiary as the Administrative Agent may reasonably request. (b) Upon satisfaction of the other conditions precedent set forth in paragraph (a) of this Section 4.032.21, and upon such delivery and satisfaction such Subsidiary shall for all purposes of this Agreement be a Subsidiary Borrower with the ability to request credit under the Revolving Credit Commitments, and a party to this Agreement; provided, that in the case of the designation of a Foreign Subsidiary Borrower, the Administrative Agent and the Lenders shall have received at least 10 Business Days prior written notice of such designation during which period the Administrative Agent and the Lenders shall have an opportunity to review drafts of the documentation to be provided under Section 4.03 in connection with such designation and to discuss such designation with the Administrative Agent and/or the Company as applicable. If Agreement until the Company shall at any time execute have executed and deliver delivered to the Administrative Agent a Borrowing Subsidiary Termination with respect to any Subsidiary Borrowersuch Subsidiary, whereupon such Subsidiary shall cease to be a Subsidiary Borrower Borrower, and a party to this Agreement; provided. Notwithstanding the preceding sentence, that (x) no particular Subsidiary may be added and terminated under this Section 2.21 more than twice during the term of this Agreement and (y) no Borrowing Subsidiary Termination will become effective as to any Subsidiary Borrower at a time when any principal of or interest on any Loan to such Borrower Borrower, shall be outstanding hereunder; provided, further, provided that such Borrowing Subsidiary Termination shall be effective to terminate the right of such Subsidiary Borrower Foreign Borrower, to make further Borrowings under this Agreement. As soon as practicable upon receipt of a Borrowing Subsidiary Agreement, the Administrative Agent shall furnish a copy thereof to each Lender. (c) The Borrowers acknowledge and agree that the addition of certain Foreign Subsidiaries as Foreign Borrowers may require Lenders to possess EU Lending Passports. If each Lender does not possess an EU Lending Passport and otherwise is unable to extend credit to the proposed Foreign Borrower without withholding tax or regulatory issues (as determined by each such Lender in its reasonable discretion), then such Foreign Subsidiary shall not be added as a Foreign Borrower hereto. (d) Notwithstanding the foregoing or anything to the contrary set forth herein, a Subsidiary of the Company organized under the laws of Luxembourg may become a Foreign Borrower hereunder without the prior consent or approval of the Lenders so long as (x) such joinder occurs no later than September 24, 2016 and (y) all of the other requirements of this Section 2.21 have been satisfied (including all tax, regulatory, and know your customer requirements).

Designation of Subsidiary Borrowers. The Company may may, at any time and from time to time time, designate any Eligible Domestic wholly-owned Subsidiary as a Domestic Subsidiary Borrower or any Eligible Foreign Subsidiary as pursuant to a Foreign Subsidiary Borrower by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed and delivered by the Company, such wholly-owned Subsidiary and the Company and the satisfaction of the other conditions precedent set forth in Section 4.03Administrative Agent, and upon the effectiveness of such delivery and satisfaction Subsidiary Borrower Agreement such Subsidiary shall for all purposes of this Agreement be a Subsidiary Borrower and a party to this Agreement; provided, that in the case of the designation of a Foreign Subsidiary Borrower, . The Company shall provide written notice to the Administrative Agent and the Lenders shall have received of its intent to designate any Subsidiary as a Subsidiary Borrower at least 10 Business Days (or such shorter period as may be agreed to by the Administrative Agent) prior written notice of such designation during to the date on which period the Company proposes that any Subsidiary Borrower Agreement shall be effective, and the Administrative Agent and the shall notify Lenders shall have an opportunity to review drafts of the documentation to be provided under Section 4.03 in connection with such designation and to discuss such designation with promptly upon receipt by the Administrative Agent and/or the Company as applicableof any such notice. If Any Subsidiary Borrower shall continue to be a Subsidiary Borrower until the Company shall at any time execute have executed and deliver delivered to the Administrative Agent a Borrowing Subsidiary Borrower Termination with respect to any such Subsidiary Borrower, whereupon such Subsidiary Borrower shall cease to be a Subsidiary Borrower and a party to this Agreement; provided. Notwithstanding the preceding sentence, that (a) no Borrowing Subsidiary Borrower Agreement shall become effective as to any Subsidiary if it shall be unlawful for such Subsidiary to become a Borrower hereunder or for any Lender to make Loans or otherwise extend credit to such Subsidiary as provided herein and (b) no Subsidiary Borrower Termination will become effective as to any Subsidiary Borrower at a time when any principal of or interest on any Loan until all Loans made to such Subsidiary Borrower shall be outstanding hereunderhave been repaid, all Letters of Credit issued for the account of such Subsidiary Borrower have been drawn in full or have expired and all amounts payable by such Subsidiary Borrower in respect of LC Disbursements, interest and/or fees (and, to the extent notified by the Administrative Agent or any Lender, any other amounts payable under this Agreement by such Subsidiary Borrower) shall have been paid in full; provided, further, provided that such Borrowing Subsidiary Borrower Termination shall be effective to terminate the right of such Subsidiary Borrower Borrower’s right to make request or receive further Borrowings or other extensions of credit under this Agreement. As soon as practicable upon receipt the execution and delivery of a Borrowing Subsidiary Borrower Agreement, the Administrative Agent shall furnish send a copy thereof to each Lender.

Designation of Subsidiary Borrowers. (a) The Company may at any time and from time to time designate any Eligible Domestic Subsidiary as a Domestic Subsidiary Borrower or any Eligible Foreign Subsidiary as a Foreign Subsidiary Borrower by (i) delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by such Subsidiary and the Company Company, (ii) the entry into an amendment to this Agreement by and among the Borrowers, the applicable Subsidiary that is to become a Subsidiary Borrower pursuant to this Section 2.24 (the “New Borrower”) and the Administrative Agent (acting in consultation with the Lenders) to make such changes to this Agreement as may be required by the Administrative Agent to incorporate terms, conditions and provisions relating to legal and documentary items in respect of the jurisdiction of organization of the New Borrower and (iii) the satisfaction of the other conditions precedent set forth in Section 4.033.03, and upon such delivery and satisfaction of the conditions set forth in the foregoing clauses (i) through (iii), such Subsidiary shall for all purposes of this Agreement be a Subsidiary Borrower and a party to this Agreement; provided, that in the case of the designation of . Each Subsidiary Borrower shall remain a Foreign Subsidiary Borrower, the Administrative Agent and the Lenders shall have received at least 10 Business Days prior written notice of such designation during which period the Administrative Agent and the Lenders shall have an opportunity to review drafts of the documentation to be provided under Section 4.03 in connection with such designation and to discuss such designation with the Administrative Agent and/or the Company as applicable. If Borrower until the Company shall at any time execute have executed and deliver delivered to the Administrative Agent a Borrowing Subsidiary Termination with respect to any Subsidiary Borrowersuch Subsidiary, whereupon such Subsidiary shall cease to be a Subsidiary Borrower and a party to this Agreement; provided. Notwithstanding the preceding sentence, that no Borrowing Subsidiary Termination will become effective as to any Subsidiary Borrower at a time when any principal of or interest on any Loan to such Borrower shall be outstanding hereunder; provided, further, provided that such Borrowing Subsidiary Termination shall be effective to terminate the right of such Subsidiary Borrower to make further Borrowings under this Agreement. As soon as practicable upon receipt of a Borrowing Subsidiary Agreement, the Administrative Agent shall furnish a copy thereof to each Lender. (b) Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of any consent of any Lender) to enter into such amendments to the Loan Documents and/or such new Loan Documents (in each case acting in consultation with the Lenders) as are necessary or advisable, as reasonably determined by the Administrative Agent, in order to effect the provisions of this Section 2.24.

Designation of Subsidiary Borrowers. The Company Viacom may at any time and from time to time designate any Eligible Domestic Subsidiary as a Domestic Subsidiary Borrower or any Eligible Foreign Subsidiary as a Foreign Subsidiary Borrower by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement Borrower Designation executed by such Subsidiary and Viacom. As soon as practicable upon receipt thereof, the Company and Administrative Agent will post a copy of such Subsidiary Borrower Designation to the satisfaction Lenders on IntraLinks or another website accessible to all Lenders. Each Subsidiary Borrower Designation shall become effective on the date ten Business Days after it has been posted by the Administrative Agent (subject to the receipt by any Lender of any information under the Patriot Act or other conditions precedent set forth “know-your-customer” laws reasonably requested by it not later than the third Business Day after the posting date of such Subsidiary Borrower Designation), unless prior thereto, in Section 4.03the case of a Subsidiary that is organized in a non-U.S. jurisdiction, and upon the Administrative Agent shall have received written notice from any Lender that it is unlawful under Federal or applicable state or foreign law for such delivery and satisfaction Lender to make Loans or otherwise extend credit to or do business with such Subsidiary, directly or through a Lender Affiliate, as provided herein (a “Notice of Objection”), in which case such Subsidiary Borrower Designation shall not become effective until such time as such Lender withdraws such Notice of Objection or ceases to be a Lender hereunder. Upon the effectiveness of a Subsidiary Borrower Designation as provided in the preceding sentence, the applicable Subsidiary shall for all purposes of this Agreement be a Subsidiary Borrower and a party to this Agreement; provided, that in the case . (t) Article III of the designation Credit Agreement is hereby amended (a) by replacing each reference therein to “September 30, 2011” or “June 30, 2012” with a reference to “September 30, 2014”, (b) by deleting the second sentence of a Foreign Subsidiary Borrower, Section 3.2 and (c) by replacing the Administrative Agent and the Lenders shall have received at least 10 Business Days prior written notice last sentence of such designation during which period the Administrative Agent and the Lenders shall have an opportunity to review drafts of the documentation to be provided under Section 4.03 in connection with such designation and to discuss such designation 3.3 with the Administrative Agent and/or the Company as applicable. If the Company shall at any time execute and deliver to the Administrative Agent a Borrowing Subsidiary Termination with respect to any Subsidiary Borrower, such Subsidiary shall cease to be a Subsidiary Borrower and a party to this Agreement; provided, that no Borrowing Subsidiary Termination will become effective as to any Subsidiary Borrower at a time when any principal of or interest on any Loan to such Borrower shall be outstanding hereunder; provided, further, that such Borrowing Subsidiary Termination shall be effective to terminate the right of such Subsidiary Borrower to make further Borrowings under this Agreement. As soon as practicable upon receipt of a Borrowing Subsidiary Agreement, the Administrative Agent shall furnish a copy thereof to each Lender.following:

Designation of Subsidiary Borrowers. (a) The Company may at any time and from time to time designate any Eligible Domestic Subsidiary as a Domestic Subsidiary Borrower or any Eligible Foreign Subsidiary (other than one organized under the laws of Malaysia or a political subdivision thereof) as a Foreign Subsidiary Borrower by delivery with the ability to request credit under the Foreign Tranche upon satisfaction of the following conditions: (i) The Administrative Agent of shall have received a Borrowing Subsidiary Agreement executed by such Subsidiary and the Company Company. (ii) The Administrative Agent shall have received evidence satisfactory to the Administrative Agent that (A) no withholding tax shall apply to any sum payable by such Subsidiary to any Lender under the Loan Documents, (B) gross-up obligations contained in the Loan Documents protect the Administrative Agent and the Lenders from any economic effect of such withholding obligations, and (C) the laws and regulations of the jurisdictions in which such Subsidiary is organized and is located permit extensions of credit and other financial accommodations from the United States of America into such jurisdictions. (iii) The Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Act and (if applicable) the Money Laundering Regulations 2003 of the United Kingdom (as amended) in respect of such Subsidiary, including, without limitation, an update of Schedule 3.01. (iv) The Collateral Agent shall have received a pledge of certain of the Equity Interests of such Foreign Subsidiary (as contemplated by the Foreign Subsidiary Pledge Agreement) if such Foreign Subsidiary is directly owned by the Company or a Subsidiary Guarantor. (v) The Administrative Agent shall have received organizational documents, authorizing resolutions, officers’ certificates, legal opinions and such other instruments, documents and agreements in respect of such Subsidiary as the Administrative Agent may reasonably request. (b) Upon satisfaction of the other conditions precedent set forth in paragraph (a) of this Section 4.032.21, and upon such delivery and satisfaction such Subsidiary shall for all purposes of this Agreement be a Subsidiary Borrower with the ability to request credit under the Foreign Tranche, and a party to this Agreement; provided, that in the case of the designation of a Foreign Subsidiary Borrower, the Administrative Agent and the Lenders shall have received at least 10 Business Days prior written notice of such designation during which period the Administrative Agent and the Lenders shall have an opportunity to review drafts of the documentation to be provided under Section 4.03 in connection with such designation and to discuss such designation with the Administrative Agent and/or the Company as applicable. If Agreement until the Company shall at any time execute have executed and deliver delivered to the Administrative Agent a Borrowing Subsidiary Termination with respect to any Subsidiary Borrowersuch Subsidiary, whereupon such Subsidiary shall cease to be a Subsidiary Borrower Borrower, and a party to this Agreement; provided. Notwithstanding the preceding sentence, that (x) no particular Subsidiary may be added and terminated under this Section 2.21 more than twice during the term of this Agreement and (y) no Borrowing Subsidiary Termination will become effective as to any Subsidiary Borrower at a time when any principal of or interest on any Loan to such Borrower Borrower, shall be outstanding hereunder; provided, further, provided that such Borrowing Subsidiary Termination shall be effective to terminate the right of such Subsidiary Borrower Foreign Borrower, to make further Borrowings under this Agreement. As soon as practicable upon receipt of a Borrowing Subsidiary Agreement, the Administrative Agent shall furnish a copy thereof to each Lender. (c) The Borrowers acknowledge and agree that the addition of certain Foreign Subsidiaries as Foreign Borrowers under the Foreign Tranche may require Lenders with Foreign Tranche Commitments to possess EU Lending Passports. If each such Lender does not possess an EU Lending Passport and otherwise is unable to extend credit under the Foreign Tranche to the proposed Foreign Borrower without withholding tax or regulatory issues (as determined by each such Lender in its reasonable discretion), then such Foreign Subsidiary shall not be added as a Foreign Borrower hereto.

Designation of Subsidiary Borrowers. The Company may may, at any time and from time to time after the Second Restatement Effective Date, designate any Eligible Domestic wholly-owned Subsidiary as a Domestic Subsidiary Borrower or any Eligible Foreign Subsidiary as pursuant to a Foreign Subsidiary Borrower by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed and delivered by the Company, such wholly-owned Subsidiary and the Company and the satisfaction of the other conditions precedent set forth in Section 4.03Administrative Agent, and upon the effectiveness of such delivery and satisfaction Subsidiary Borrower Agreement such Subsidiary shall for all purposes of this Agreement be a Subsidiary Borrower and a party to this Agreement; provided, that in the case of the designation of a Foreign Subsidiary Borrower, . The Company shall provide written notice to the Administrative Agent and the Lenders shall have received of its intent to designate any Subsidiary as a Subsidiary Borrower at least 10 Business Days (or such shorter period as may be agreed to by the Administrative Agent) prior written notice of such designation during to the date on which period the Company proposes that any Subsidiary Borrower Agreement shall be effective, and the Administrative Agent and the shall notify Lenders shall have an opportunity to review drafts of the documentation to be provided under Section 4.03 in connection with such designation and to discuss such designation with promptly upon receipt by the Administrative Agent and/or the Company as applicableof any such notice. If Any Subsidiary Borrower shall continue to be a Subsidiary Borrower until the Company shall at any time execute have executed and deliver delivered to the Administrative Agent a Borrowing Subsidiary Borrower Termination with respect to any such Subsidiary Borrower, whereupon such Subsidiary Borrower shall cease to be a Subsidiary Borrower and a party to this Agreement; provided. Notwithstanding the preceding sentence, that (a) no Borrowing Subsidiary Borrower Agreement shall become effective as to any Subsidiary if it shall be unlawful for such Subsidiary to become a Borrower hereunder or for any Lender to make Loans or otherwise extend credit to such Subsidiary as provided herein and (b) no Subsidiary Borrower Termination will become effective as to any Subsidiary Borrower at a time when any principal of or interest on any Loan until all Loans made to such Subsidiary Borrower shall be outstanding hereunderhave been repaid, all Letters of Credit issued for the account of such Subsidiary Borrower have been drawn in full or have expired and all amounts payable by such Subsidiary Borrower in respect of LC Disbursements, interest and/or fees (and, to the extent notified by the Administrative Agent or any Lender, any other amounts payable under this Agreement by such Subsidiary Borrower) shall have been paid in full; provided, further, provided that such Borrowing Subsidiary Borrower Termination shall be effective to terminate the right of such Subsidiary Borrower Borrower's right to make request or receive further Borrowings or other extensions of credit under this Agreement. As soon as practicable upon receipt the execution and delivery of a Borrowing Subsidiary Borrower Agreement, the Administrative Agent shall furnish send a copy thereof to each Lender.

Designation of Subsidiary Borrowers. The Subject to the terms and conditions of this Section, the Company may may, at any time and or from time to time designate any Eligible Domestic Subsidiary as a Domestic Subsidiary Borrower or any Eligible Foreign Subsidiary as a Foreign Subsidiary Borrower by delivery after the Closing Date upon not less than 10 Business Days’ notice to the Administrative Agent (or such shorter period which is acceptable to the Administrative Agent), designate a wholly-owned, direct or indirect Domestic Subsidiary of a Borrowing Subsidiary Agreement executed by such Subsidiary and the Company and the satisfaction of the other conditions precedent set forth in Section 4.03, and upon such delivery and satisfaction such Subsidiary shall for all purposes of this Agreement be a Subsidiary Borrower and to become a party to this Agreement; provided, that in the case of the designation of Agreement as a Foreign Subsidiary Borrower, ; provided that each such designation shall be subject to the prior approval of the Administrative Agent and the Lenders shall have received at least 10 Business Days prior written notice of such designation during which period the Administrative Agent and the Lenders shall have an opportunity that are to review drafts of the documentation provide Loans to be provided under Section 4.03 in connection with such designation and to discuss such designation with the Administrative Agent and/or the Company as applicable. If the Company shall at any time execute and deliver to the Administrative Agent a Borrowing Subsidiary Termination with respect to any Subsidiary Borrower, such Subsidiary shall cease to be a Subsidiary Borrower and a party to this Agreement; provided(which approval shall not be unreasonably withheld, that no Borrowing Subsidiary Termination will become effective as to any Subsidiary Borrower at a time when any principal of conditioned or interest on any Loan to such Borrower shall be outstanding hereunder; provided, further, that such Borrowing Subsidiary Termination shall be effective to terminate the right delayed). Upon receipt of such Subsidiary Borrower to make further Borrowings notice under this Agreement. As soon as practicable upon receipt of a Borrowing Subsidiary AgreementSection, the Administrative Agent shall furnish promptly notify each Lender thereof. Upon such approval and the satisfaction of the conditions specified in paragraph (b) of this Section, such Subsidiary shall become a copy thereof party to each this Agreement as a Subsidiary Borrower hereunder and shall be entitled to borrow Loans on and subject to the terms and conditions of this Agreement, and the Administrative Agent shall promptly notify the Lenders of the effectiveness of such designation. Following the giving of any notice pursuant to this Section, if the designation of such Subsidiary Borrower obligates the Administrative Agent or any Lender to comply with “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act or similar identification procedures in circumstances where the necessary information is not already available to it, or if any Subsidiary Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Company shall, promptly upon the request of the Administrative Agent or any Lender, supply such documentation, the Beneficial Ownership Certification and other evidence as is reasonably requested by the Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry out and be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under all applicable Laws and regulations.

Designation of Subsidiary Borrowers. The Company may at any time and from time to time designate any Eligible up to seven (7) wholly-owned Domestic Subsidiary Subsidiaries or Foreign Subsidiaries as a Domestic Subsidiary Borrower during the term of this Agreement; provided, that any Subsidiary’s eligibility as a Subsidiary Borrower shall be subject to (a) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) with notice to the Lenders and (b) the Administrative Agent’s receipt of evidence reasonably satisfactory to it that such Subsidiary would not, in its capacity as a Borrower hereunder, be required by law to withhold or deduct any Taxes from or in respect of any sum payable hereunder by such Subsidiary to the Administrative Agent or any Eligible Foreign Lender unless an exemption from such requirement can be obtained by such Subsidiary (with the reasonable cooperation of the Administrative Agent and the Lenders) and that no other material adverse tax, regulatory or other consequences would affect the Administrative Agent or the Lenders as a Foreign Subsidiary Borrower by result of such Subsidiary’s status as a Borrower. Subject to the foregoing, upon delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by such Subsidiary and the Company and the satisfaction (or waiver in accordance with the terms hereof) of the other conditions precedent set forth in Section 4.03, and upon such delivery and satisfaction such Subsidiary shall for all purposes of this Agreement be a Subsidiary Borrower and a party to this Agreement; provided, that in the case of the designation of a Foreign Subsidiary Borrower, the Administrative Agent and the Lenders shall have received at least 10 Business Days prior written notice of such designation during which period the Administrative Agent and the Lenders shall have an opportunity to review drafts of the documentation to be provided under Section 4.03 in connection with such designation and to discuss such designation with the Administrative Agent and/or the Company as applicable. If Agreement until the Company shall at any time execute have executed and deliver delivered to the Administrative Agent a Borrowing Subsidiary Termination with respect to any Subsidiary Borrowersuch Subsidiary, whereupon such Subsidiary shall cease to be a Subsidiary Borrower and a party to this Agreement; provided. Notwithstanding the preceding sentence, that no Borrowing Subsidiary Termination will become effective as to any Subsidiary Borrower at a time when any principal of or interest on any Loan to such Borrower shall be outstanding hereunder; provided, further, provided that such Borrowing Subsidiary Termination shall be effective to terminate the right of such Subsidiary Borrower to make further Borrowings under this Agreement. As soon as practicable upon receipt of a Borrowing Subsidiary Agreement, the Administrative Agent shall furnish a copy thereof to each Lender.

Designation of Subsidiary Borrowers. The Subject to the terms and conditions of this Section (including paragraph (c) of this Section), the Company may may, at any time and or from time to time designate any Eligible Domestic Subsidiary as a Domestic Subsidiary Borrower or any Eligible Foreign Subsidiary as a Foreign Subsidiary Borrower by delivery upon not less than 20 Business Days’ notice to the Administrative Agent of (or such other period which is acceptable to the Administrative Agent), request that a Borrowing wholly-owned Subsidiary Agreement executed by specified in such Subsidiary and the Company and the satisfaction of the other conditions precedent set forth in Section 4.03, and upon such delivery and satisfaction such Subsidiary shall for all purposes of this Agreement be a Subsidiary Borrower and notice become a party to this AgreementAgreement as a Subsidiary Borrower; provided, provided that in each such designation shall be subject to the prior approval of the Administrative Agent (which approval shall not be unreasonably withheld). The Administrative Agent shall upon receipt of such notice from the Company promptly notify each Lender of the Company’s designation. In the case of the designation of a Foreign Subsidiary as a Subsidiary Borrower, each Multicurrency Lender shall inform the Administrative Agent and the Lenders shall have received at least within 10 Business Days prior written notice of such designation during which period notification from the Administrative Agent and the Lenders shall have an opportunity to review drafts of the documentation to (or such other period as may be provided under Section 4.03 in connection with such designation and to discuss such designation with specified by the Administrative Agent and/or in the Company applicable designation notice), whether or not it will make Syndicated Loans to such Foreign Subsidiary Borrower. A Multicurrency Lender that does not so inform the Administrative Agent within the 10 Business Day period (or such other period as applicabledesignated by the Administrative Agent in the applicable designation notice) will be deemed to have informed the Administrative Agent that it will not make Syndicated Loans to such Foreign Subsidiary Borrower. If Each such approving Multicurrency Lender will evidence its willingness to make Syndicated Loans to such Foreign Subsidiary Borrower, on and subject to the Company shall at any time execute terms and deliver conditions of this Agreement, by executing and returning to the Administrative Agent a Borrowing Subsidiary Termination with respect to any Subsidiary Borrowercopy of the Designation Letter. Upon such approval and the satisfaction of the conditions specified in paragraph (c) of this Section, such Subsidiary shall cease become a party to be this Agreement as a Subsidiary Borrower and a party entitled to this Agreement; providedborrow Loans (in the case of any Foreign Subsidiary Borrower, that no Borrowing Subsidiary Termination will become effective as to any Subsidiary Borrower at a time when any principal of or interest on any Loan Syndicated Loans only from the Approving Relevant Lenders with respect to such Borrower shall be outstanding hereunder; provided, further, that such Borrowing Subsidiary Termination shall be effective Borrower) on and subject to terminate the right terms and conditions of such Subsidiary Borrower to make further Borrowings under this Agreement. As soon as practicable upon receipt of a Borrowing Subsidiary Agreement, the Administrative Agent shall furnish a copy thereof to each Lenderpromptly notify the Lenders of such designation.

Designation of Subsidiary Borrowers. (a) The Company may at any time and from time to time designate any Eligible Domestic Canadian Subsidiary as a Domestic Subsidiary Canadian Borrower or any Eligible Foreign UK Subsidiary as a Foreign Subsidiary UK Borrower by delivery to upon satisfaction of the following conditions: (i) The Administrative Agent of shall have received a Borrowing Subsidiary Agreement executed by such Subsidiary and the Company Company. (ii) The Administrative Agent shall have received evidence satisfactory to the Administrative Agent that (A) no withholding tax shall apply to any sum payable by such Subsidiary to any Lender under the Loan Documents or (B) gross-up obligations contained in the Loan Documents protect the Administrative Agent and the Lenders from any economic effect of such withholding obligations. (iii) The Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Act and (if applicable) the Money Laundering Regulations 2003 of the United Kingdom (as amended) in respect of such Subsidiary. (iv) The Administrative Agent shall have received organizational documents, authorizing resolutions, officers’ certificates, legal opinions and such other instruments, documents and agreements in respect of such Subsidiary as the Administrative Agent may reasonably request. (b) Upon satisfaction of the other conditions precedent set forth in paragraph (a) of this Section 4.032.21, and upon such delivery and satisfaction such Subsidiary shall for all purposes of this Agreement be a Subsidiary Canadian Borrower or a UK Borrower, as applicable, and a party to this Agreement; provided, that in the case of the designation of a Foreign Subsidiary Borrower, the Administrative Agent and the Lenders shall have received at least 10 Business Days prior written notice of such designation during which period the Administrative Agent and the Lenders shall have an opportunity to review drafts of the documentation to be provided under Section 4.03 in connection with such designation and to discuss such designation with the Administrative Agent and/or the Company as applicable. If Agreement until the Company shall at any time execute have executed and deliver delivered to the Administrative Agent a Borrowing Subsidiary Termination with respect to any Subsidiary Borrowersuch Subsidiary, whereupon such Subsidiary shall cease to be a Subsidiary Canadian Borrower or a UK Borrower, as applicable, and a party to this Agreement; provided. Notwithstanding the preceding sentence, that no Borrowing Subsidiary Termination will become effective as to any Subsidiary Canadian Borrower or UK Borrower at a time when any principal of or interest on any Loan to such Canadian Borrower or UK Borrower, as applicable, shall be outstanding hereunder; providedhereunder or such Canadian Borrower shall have any obligation with respect to any outstanding Acceptance, further, provided that such Borrowing Subsidiary Termination shall be effective to terminate the right of such Subsidiary Canadian Borrower or UK Borrower, as applicable, to make further Borrowings under this Agreement. As soon as practicable upon receipt of a Borrowing Subsidiary Agreement, the Administrative Agent shall furnish a copy thereof to each Lender.

Designation of Subsidiary Borrowers. (a) The Company may at any time and from time to time designate any Eligible Domestic Subsidiary as a Domestic Subsidiary Borrower or any Eligible Foreign Subsidiary as a Foreign Subsidiary Borrower by delivery with the ability to request credit under the Revolving Credit Commitment upon satisfaction of the following conditions: (i) The Administrative Agent of shall have received a Borrowing Subsidiary Agreement executed by such Subsidiary and the Company Company, and the Administrative Agent and all of the Revolving Lenders shall have consented to the applicable Foreign Subsidiary becoming a Foreign Borrower hereunder. (ii) The Administrative Agent shall have received evidence satisfactory to the Administrative Agent and the Lenders that (A) no withholding Tax shall apply to any sum payable by or on account of any obligation of such Subsidiary to any Recipient under any Loan Document, (B) gross-up obligations contained in the Loan Documents (including Section 2.17 of this Agreement) shall apply to any such Tax that may be imposed, then or in the future, on or with respect to such amounts to protect the Administrative Agent and the Lenders from any economic effect of any such withholding Tax obligations, and (C) the laws and regulations of the jurisdictions in which such Subsidiary is organized and is located permit extensions of credit and other financial accommodations from the United States of America into such jurisdictions. (iii) The Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Act and (if applicable) the Money Laundering Regulations 2003 of the United Kingdom (as amended) in respect of such Subsidiary. (iv) The Collateral Agent shall have received a pledge of certain of the Equity Interests of such Foreign Subsidiary pursuant to documents (including opinions of counsel) reasonably satisfactory to the Administrative Agent. (v) The Administrative Agent shall have received organizational documents, authorizing resolutions, officers’ certificates, legal opinions and such other instruments, documents and agreements in respect of such Subsidiary as the Administrative Agent may reasonably request. (b) Upon satisfaction of the other conditions precedent set forth in paragraph (a) of this Section 4.032.21, and upon such delivery and satisfaction such Subsidiary shall for all purposes of this Agreement be a Subsidiary Borrower with the ability to request credit under the Revolving Credit Commitments, and a party to this Agreement; provided, that in the case of the designation of a Foreign Subsidiary Borrower, the Administrative Agent and the Lenders shall have received at least 10 Business Days prior written notice of such designation during which period the Administrative Agent and the Lenders shall have an opportunity to review drafts of the documentation to be provided under Section 4.03 in connection with such designation and to discuss such designation with the Administrative Agent and/or the Company as applicable. If Agreement until the Company shall at any time execute have executed and deliver delivered to the Administrative Agent a Borrowing Subsidiary Termination with respect to any Subsidiary Borrowersuch Subsidiary, whereupon such Subsidiary shall cease to be a Subsidiary Borrower Borrower, and a party to this Agreement; provided. Notwithstanding the preceding sentence, that (x) no particular Subsidiary may be added and terminated under this Section 2.21 more than twice during the term of this Agreement and (y) no Borrowing Subsidiary Termination will become effective as to any Subsidiary Borrower at a time when any principal of or interest on any Loan to such Borrower Borrower, shall be outstanding hereunder; provided, further, provided that such Borrowing Subsidiary Termination shall be effective to terminate the right of such Subsidiary Borrower Foreign Borrower, to make further Borrowings under this Agreement. As soon as practicable upon receipt of a Borrowing Subsidiary Agreement, the Administrative Agent shall furnish a copy thereof to each Lender. (c) The Borrowers acknowledge and agree that the addition of certain Foreign Subsidiaries as Foreign Borrowers may require Lenders to possess EU Lending Passports. In such case, if each Lender does not possess an EU Lending Passport and otherwise is unable to extend credit to the proposed Foreign Borrower without regulatory issues, or without withholding Taxes that would not be subject to gross-up protection under the Loan Documents (in each case, as determined by each such Lender in its reasonable discretion), then such Foreign Subsidiary shall not be added as a Foreign Borrower hereto.

Designation of Subsidiary Borrowers. The (a) On the Effective Date, and subject to the satisfaction of the conditions set forth in Section 4.01, the Initial Subsidiary Borrowers shall become Subsidiary Borrowers party to this Agreement until the Company shall have executed and delivered to the Administrative Agent a Borrowing Subsidiary Termination with respect to any such Subsidiary in accordance with the terms and conditions of this Section 2.23, whereupon such Subsidiary shall cease to be a Subsidiary Borrower and a party to this Agreement or any other Loan Document. After the Effective Date, the Company may at any time and from time to time designate any Eligible Domestic Subsidiary as a Domestic Subsidiary Borrower or any Eligible Foreign Subsidiary as a Foreign Subsidiary Borrower by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by such Subsidiary and the Company and the satisfaction of the other conditions precedent set forth in Section 4.03, and upon such delivery and satisfaction such Subsidiary shall for all purposes of this Agreement be a Subsidiary Borrower and a party to this Agreement; provided, that in the case of the designation of . Each Subsidiary Borrower shall remain a Foreign Subsidiary Borrower, the Administrative Agent and the Lenders shall have received at least 10 Business Days prior written notice of such designation during which period the Administrative Agent and the Lenders shall have an opportunity to review drafts of the documentation to be provided under Section 4.03 in connection with such designation and to discuss such designation with the Administrative Agent and/or the Company as applicable. If Borrower until the Company shall at any time execute have executed and deliver delivered to the Administrative Agent a Borrowing Subsidiary Termination with respect to any Subsidiary Borrowersuch Subsidiary, whereupon such Subsidiary shall cease to be a Subsidiary Borrower and a party to this Agreement; provided. Notwithstanding the preceding sentence, that no Borrowing Subsidiary Termination will become effective as to any Subsidiary Borrower at a time when any principal of or interest on any Loan to such Borrower shall be outstanding hereunder; provided, further, provided that such Borrowing Subsidiary Termination shall be effective to terminate the right of such Subsidiary Borrower to make further Borrowings under this Agreement. As soon as practicable upon receipt of a Borrowing Subsidiary Agreement, the Administrative Agent shall furnish a copy thereof to each Lender. Each Subsidiary of the Company that is or becomes a Subsidiary Borrower pursuant to this Section 2.23 hereby irrevocably appoints the Company as its non-exclusive agent for all purposes relevant to this Agreement and each of the other Loan Documents, including (i) the giving and receipt of notices, (ii) the execution and delivery of all documents, instruments and certificates contemplated herein and all modifications hereto (other than any Borrowing Request, Interest Election Request, request for Swingline Loans, request for the issuance, amendment, renewal or extension of a Letter of Credit or prepayment notice), and (iii) the receipt of the proceeds of any Loans made by the Lenders to any such Subsidiary Borrower hereunder, but such appointment does not limit the right of each Subsidiary Borrower to take these actions directly for its own account; provided that in the event that the Administrative Agent shall receive conflicting instructions from the Company and a Subsidiary Borrower, the Administrative Agent shall follow the instruction of the Company. Any acknowledgment, consent, direction, certification or other action which might otherwise be valid or effective only if given or taken by all Borrowers, or by each Borrower acting singly, shall be valid and effective if given or taken only by the Company, whether or not any such other Borrower joins therein; provided that any such appointment by a Subsidiary Borrower and any actions taken by the Company in such capacity shall be subject in all respects to Section 2.23(b). Subject to Section 2.23(b), any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to the Company in accordance with the terms of this Agreement shall be deemed to have been delivered to each Subsidiary Borrower. (b) Notwithstanding anything set forth herein or in any other Loan Document to the contrary, (i) other than as expressly set forth in Article X solely with respect to the Company, the parties hereto agree that the Obligations of the Borrowers are several in nature (and not the joint obligations of the Borrowers), including any obligations of Borrowers hereunder to make payments of principal and interest regarding the Loans, and (ii) the parties agree that the Subsidiary Borrowers are not obligated to pay or otherwise liable for, and do not guaranty, collaterally support or otherwise have any responsibility (in any such case, either directly or indirectly, whether as a primary obligor, guarantor, indemnitor or otherwise) with respect to, any Obligations or Specified Ancillary Obligations of the Company, any Subsidiary Guarantor or any other Subsidiary Borrower.

Designation of Subsidiary Borrowers. The Existing Credit Agreement is hereby further amended by restating Section 2.21(a) of the Existing Credit Agreement in its entirety to read as follows: (a) Subject to Section 2.21.(b), the Company may at any time and from time to time upon not less than five (5) Business Days’ prior written notice to the Administrative Agent (or such shorter period as the Administrative Agent may agree) designate any Eligible Domestic Subsidiary as a Domestic Subsidiary Borrower or any Eligible Foreign Subsidiary as a Foreign Subsidiary Borrower by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement (which document may include certain limitations of the obligations of a Foreign Subsidiary signatory thereto in respect of this Agreement which are required pursuant to applicable laws of the jurisdiction of organization of such Foreign Subsidiary and which are mutually agreed upon by the Administrative Agent and the Company) executed by such Subsidiary and the Company and the satisfaction of the other conditions precedent set forth in Section 4.036.4., and upon such delivery and satisfaction such Subsidiary shall for all purposes of this Agreement be a Subsidiary Borrower and a party to this Agreement; provided, that in the case of the designation of a Foreign Subsidiary Borrower, the Administrative Agent and the Lenders shall have received at least 10 Business Days prior written notice of such designation during which period the Administrative Agent and the Lenders shall have an opportunity to review drafts of the documentation to be provided under Section 4.03 in connection with such designation and to discuss such designation with the Administrative Agent and/or the Company as applicable. If Agreement until the Company shall at any time execute have executed and deliver delivered to the Administrative Agent a Borrowing Subsidiary Termination with respect to any Subsidiary Borrowersuch Subsidiary, whereupon such Subsidiary shall cease to be a Subsidiary Borrower and a party to this Agreement; provided. Notwithstanding the preceding sentence, that no Borrowing Subsidiary Termination will become effective as to any Subsidiary Borrower at a time when any principal of or interest on any Loan to such Borrower shall be outstanding hereunder; provided, further, provided that such Borrowing Subsidiary Termination shall be effective to terminate the right of such Subsidiary Borrower to make request further Borrowings Credit Events under this Agreement. As soon as practicable upon receipt of a Borrowing Subsidiary Agreement, the Administrative Agent shall furnish a copy thereof to each Lender. Without limiting the foregoing and except as otherwise expressly provided in Section 13.7., in connection with the initial designation of any Borrower as a Subsidiary Borrower that is a Foreign Subsidiary, this Agreement may be amended pursuant to an amendment or an amendment and restatement (a “Foreign Subsidiary Borrower Amendment”) executed by the Company, the applicable Foreign Subsidiary and the Administrative Agent, without the consent of any other Lenders, in order to effect such amendments to this Agreement as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and its counsel, to effect this Section 2.21. as it relates to such Foreign Subsidiary or its home jurisdiction. Such Foreign Subsidiary Borrower Amendment may be in addition to, or in substitution for, a Borrowing Subsidiary Agreement.”

Designation of Subsidiary Borrowers. The (a) Subject to Section 2.23(b), the Company may at any time and from time to time upon not less than five (5) Business Days’ prior written notice to the Administrative Agent (or such shorter period as the Administrative Agent may agree) designate any Eligible Domestic Subsidiary as a Domestic Subsidiary Borrower or and any Eligible Foreign Subsidiary as a Foreign Subsidiary Borrower by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by such Subsidiary and the Company and the satisfaction of the other conditions precedent set forth in Section 4.03, and upon such delivery and satisfaction such Subsidiary shall for all purposes of this Agreement be a Subsidiary Borrower and a party to this Agreement; provided, that in the case of the designation of a Foreign Subsidiary Borrower, the Administrative Agent and the Lenders shall have received at least 10 Business Days prior written notice of such designation during which period the Administrative Agent and the Lenders shall have an opportunity to review drafts of the documentation to be provided under Section 4.03 in connection with such designation and to discuss such designation with the Administrative Agent and/or the Company as applicable. If Agreement until the Company shall at any time execute have executed and deliver delivered to the Administrative Agent a Borrowing Subsidiary Termination with respect to any Subsidiary Borrowersuch Subsidiary, whereupon such Subsidiary shall cease to be a Subsidiary Borrower and a party to this Agreement; provided. Notwithstanding the preceding sentence, that (i) no Subsidiary may become a Subsidiary Borrower at any time such Subsidiary constitutes an Excluded Acquired Subsidiary and (ii) no Borrowing Subsidiary Termination will become effective as to any Subsidiary Borrower at a time when any principal of or interest on any Loan to such Borrower shall be outstanding hereunder; provided, further, provided that such Borrowing Subsidiary Termination shall be effective to terminate the right of such Subsidiary Borrower to make further Borrowings under this Agreement. As soon as practicable upon receipt of a Borrowing Subsidiary Agreement, the Administrative Agent shall furnish a copy thereof to each Lender. Notwithstanding anything herein to the contrary, no Foreign Subsidiary Borrower shall be liable for any Loan, or shall grant any Lien securing any Loan or have its Equity Interests pledged to secure any Loan, not made directly to such Borrower to the extent it would make such a Foreign Subsidiary Borrower an Affected Foreign Subsidiary and no Subsidiary Guarantor shall be liable for any Loan, or shall grant any Lien securing any Loan or have its Equity Interests pledged to secure any Loan, made to a Borrower to the extent it would make such Subsidiary Guarantor an Affected Foreign Subsidiary. (b) Notwithstanding anything to the contrary in this Agreement, if any Lender determines that, as a result of any applicable law, rule, regulation or treaty or any applicable request, rule, requirement, guideline or directive (whether or not having the force of law) of any Governmental Authority, it is or it becomes unlawful for such Lender to perform any of its obligations as contemplated by this Agreement with respect to any Foreign Subsidiary Borrower or any Eligible Foreign Subsidiary or for such Lender to fund or maintain any participation or any Loan to any Foreign Subsidiary Borrower or any Eligible Foreign Subsidiary: (i) such Lender shall promptly notify the Administrative Agent upon becoming aware of such event; (ii) (x) such Eligible Foreign Subsidiary shall not be permitted to become a Foreign Subsidiary Borrower and (y) the obligations of all Lenders to make, convert or continue any participations and Loans to such Foreign Subsidiary Borrower shall be suspended, as the case may be, in each case until such Lender notifies the Administrative Agent and the Company that the circumstances giving rise to such determination no longer exist; and (iii) the Borrowers shall repay any outstanding participations or Loans made to such Foreign Subsidiary Borrower on the last day of the Interest Period for each Loan occurring after the Administrative Agent has notified the Company or, if earlier, the date specified by the Lender in the notice delivered to the Administrative Agent (being no earlier than the last day of any applicable grace period permitted by law).

Designation of Subsidiary Borrowers. The Company may at any time and from time to time designate any Eligible up to two (2) wholly-owned Domestic Subsidiary Subsidiaries or Foreign Subsidiaries as a Domestic Subsidiary Borrower during the term of this Agreement; provided, that any Subsidiary’s eligibility as a Subsidiary Borrower shall be subject to (a) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) with notice to the Lenders and (b) the Administrative Agent’s receipt of evidence reasonably satisfactory to it that such Subsidiary would not, in its capacity as a Borrower hereunder, be required by law to withhold or deduct any Taxes from or in respect of any sum payable hereunder by such Subsidiary to the Administrative Agent or any Eligible Foreign Lender unless an exemption from such requirement can be obtained by such Subsidiary (with the reasonable cooperation of the Administrative Agent and the Lenders) and that no other material adverse tax, regulatory or other consequences would affect the Administrative Agent or the Lenders as a Foreign Subsidiary Borrower by result of such Subsidiary’s status as a Borrower. Subject to the foregoing, upon delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by such Subsidiary and the Company and the satisfaction (or waiver in accordance with the terms hereof) of the other conditions precedent set forth in Section 4.03, and upon such delivery and satisfaction such Subsidiary shall for all purposes of this Agreement be a Subsidiary Borrower and a party to this Agreement; provided, that in the case of the designation of a Foreign Subsidiary Borrower, the Administrative Agent and the Lenders shall have received at least 10 Business Days prior written notice of such designation during which period the Administrative Agent and the Lenders shall have an opportunity to review drafts of the documentation to be provided under Section 4.03 in connection with such designation and to discuss such designation with the Administrative Agent and/or the Company as applicable. If Agreement until the Company shall at any time execute have executed and deliver delivered to the Administrative Agent a Borrowing Subsidiary Termination with respect to any Subsidiary Borrowersuch Subsidiary, whereupon such Subsidiary shall cease to be a Subsidiary Borrower and a party to this Agreement; provided. Notwithstanding the preceding sentence, that no Borrowing Subsidiary Termination will become effective as to any Subsidiary Borrower at a time when any principal of or interest on any Loan to such Borrower shall be outstanding hereunder; provided, further, provided that such Borrowing Subsidiary Termination shall be effective to terminate the right of such Subsidiary Borrower to make further Borrowings under this Agreement. As soon as practicable upon receipt of a Borrowing Subsidiary Agreement, the Administrative Agent shall furnish a copy thereof to each Lender.

Designation of Subsidiary Borrowers. (a) The Company may at any time Parent Borrower shall be permitted, so long as no Default or Event of Default shall have occurred and from time be continuing: (i) to time designate any Eligible Wholly-Owned Subsidiary of the Parent Borrower that is a Domestic Subsidiary as a Domestic Subsidiary Borrower under the Revolving Facility upon (A) fifteen Business Days’ prior written notice (or any Eligible Foreign such shorter period as may be agreed by the Administrative Agent in its sole discretion) to the Administrative Agent (which shall promptly \\DC - 036150/000014 - 15261895 v8 deliver such notice to the Lenders) (a “Notice of Designation”), which shall contain the name, primary business address and taxpayer identification number of such Subsidiary, (B) the execution and delivery by the Parent Borrower, such Subsidiary as and the Administrative Agent of a Foreign Subsidiary Borrower Joinder Agreement substantially in the form of Exhibit J (a “Subsidiary Borrower Joinder Agreement”), providing for such Subsidiary to become a Subsidiary Borrower, and the consent of the Administrative Agent to such joinder, evidenced by its acknowledgement signature thereto, (C) compliance by the Parent Borrower and such Subsidiary Borrower with Section 6.10(f), (D) delivery by the Parent Borrower or such Subsidiary Borrower of all documentation and information as is reasonably requested in writing by the Lenders at least ten days prior to the anticipated effective date of such designation required under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act and (E) the delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by (1) corporate or other applicable resolutions, certificates of incorporation or other applicable constituent documents, officer’s certificates, good standing certificates and legal opinions in respect of such Subsidiary as may be required by the Administrative Agent, in each case reasonably equivalent to comparable documents delivered on the Closing Date and (2) such other documents with respect thereto as the Company and the satisfaction of the other conditions precedent set forth in Section 4.03Administrative Agent shall reasonably request; provided that, and upon such delivery and satisfaction such Subsidiary shall for all purposes of this Agreement be a Subsidiary Borrower and a party to this Agreement; provided, that in the case of this clause (i), prior to the date of designation of a Foreign such Subsidiary Borrower, the Administrative Agent and the Lenders shall not have received notice from any Lender that an extension of credit to such Subsidiary shall contravene any law or regulation applicable to such Lender; and (ii) So long as no Default or Event of Default shall have received at least 10 Business Days prior written notice of such designation during which period occurred and be continuing, to remove any Subsidiary as a Subsidiary Borrower upon execution and delivery by the Administrative Agent and the Lenders shall have an opportunity to review drafts of the documentation to be provided under Section 4.03 in connection with such designation and to discuss such designation with the Administrative Agent and/or the Company as applicable. If the Company shall at any time execute and deliver Parent Borrower to the Administrative Agent of a Borrowing Subsidiary Termination with respect written notification to any such effect and repayment in full of all Loans made to such Subsidiary Borrower, such Subsidiary shall cease to be a Subsidiary Borrower and a party to this Agreement; provided, that no Borrowing Subsidiary Termination will become effective as to cash collateralization of all L/C Obligations in respect of any Subsidiary Borrower at a time when any principal Letters of or interest on any Loan to such Borrower shall be outstanding hereunder; provided, further, that such Borrowing Subsidiary Termination shall be effective to terminate Credit issued for the right account of such Subsidiary Borrower to make further Borrowings and repayment in full of all other amounts owing by such Subsidiary Borrower under this Agreement and the other Loan Documents (it being agreed that any such repayment or cash collateralization shall be in accordance with the other terms of this Agreement. As soon as practicable upon receipt of ) (a Borrowing Subsidiary Agreement, the Administrative Agent shall furnish a copy thereof to each Lender.“