Common use of Lender Affiliates and Facility Office Clause in Contracts

Lender Affiliates and Facility Office. (a) In respect of a Utilisation or Utilisations to a particular Borrower (“Designated Loans”) a Lender (a “Designating Lender”) may at any time and from time to time designate (by written notice to the Agent and the Parent): (i) a substitute Facility Office from which it will make Designated Loans (a “Substitute Facility Office”); or (ii) nominate an Affiliate to act as the Lender of Designated Loans (a “Substitute Affiliate Lender”). (b) A notice to nominate a Substitute Affiliate Lender must be delivered in the form set out in Schedule 15 (Form of Substitute Affiliate Lender Designation Notice) and be countersigned by the relevant Substitute Affiliate Lender confirming that it will be bound as a Lender under this Agreement in respect of the Designated Loans in respect of which it acts as Lender. (c) The Designating Lender will act as the representative of any Substitute Affiliate Lender it nominates for all administrative purposes under this Agreement. The Obligors, the Agent and the other Finance Parties will be entitled to deal only with the Designating Lender, except that payments will be made in respect of Designated Loans to the Facility Office of the Substitute Affiliate Lender. In particular the Revolving Facility Commitments of the Designating Lender will not be treated as reduced by the designation of the Substitute Affiliate Lender for voting purposes under this Agreement or the other Finance Documents. (d) Save as mentioned in paragraph (c) above, a Substitute Affiliate Lender will be treated as a Lender for all purposes under the Finance Documents and having a Commitment equal to the principal amount of all Designated Loans in which it is participating if and for so long as it continues to be a Substitute Affiliate Lender under this Agreement. (e) A Designating Lender may revoke its designation of an Affiliate as a Substitute Affiliate Lender by notice in writing to the Agent and the Parent; provided that such notice may only take effect when there are no Designated Loans outstanding to the Substitute Affiliate Lender. Upon such Substitute Affiliate Lender ceasing to be a Substitute Affiliate Lender the Designating Lender will automatically assume (and be deemed to assume without further action by any Party) all rights and obligations previously vested in the Substitute Affiliate Lender. (f) If a Designating Lender designates a Substitute Facility Office or Substitute Affiliate Lender in accordance with this Clause 2.4: (i) any Substitute Affiliate Lender shall be treated for the purposes of Clause 19.2(d)(i) (Tax gross-up) as having become a Lender on the date of this Agreement; and (ii) the provisions of Clause 30.2(e) (Conditions of Assignment or Transfer) shall not apply to or in respect of any Substitute Facility Office or Substitute Affiliate Lender.

Lender Affiliates and Facility Office. (a) 2.4.1 In respect of a Utilisation or Utilisations Loan to a particular Borrower (each a “Designated LoansLoan”) a Lender (a “Designating Lender”) may, following receipt of notification from the Facility Agent pursuant to Clause ‎5.3.1 and prior to making its participation in that Designated Loan available to the Facility Agent or such earlier date at the Facility Agent may agree in writing (at any time and from time to time designate (its discretion) by written notice to the Facility Agent and the Parent):: (i) 2.4.1.1 designate a substitute Facility Office from which it will make that or those Designated Loans Loan(s) (a “Substitute Facility Office”); or (ii) 2.4.1.2 nominate an Affiliate to act as the Lender of that or those Designated Loans Loan(s) (a “Substitute Affiliate Lender”). (b) 2.4.2 A notice to nominate a Substitute Affiliate Lender Lender: 2.4.2.1 must be delivered in the form set out in Schedule 15 ‎8 (Form of Substitute Affiliate Lender Designation Notice) and be countersigned by the relevant Substitute Affiliate Lender confirming that it will be bound as a Lender under this Agreement in respect of the Designated Loans Loan(s); and 2.4.2.2 will not be regarded as having been duly delivered unless, where the notice is in respect of which it acts as a Loan, the Facility Agent has completed all know your customer requirements to its satisfaction in respect of the relevant Substitute Affiliate Lender. (c) 2.4.3 The Designating Lender will act as the representative of any Substitute Affiliate Lender it nominates for all administrative purposes under this Agreement. The Obligors, the Facility Agent and the other Finance Parties will be entitled to deal only with the Designating Lender, except that payments will be made in respect of Designated Loans to the Facility Office of the Substitute Affiliate Lender. In particular the Revolving Facility Commitments of the Designating Lender will not be treated as reduced by the designation introduction of the Substitute Affiliate Lender for voting purposes under this Agreement or the other Finance Documents. (d) 2.4.4 Save as mentioned in paragraph (c) Clause ‎2.4.3 above, a Substitute Affiliate Lender will be treated as a Lender for all purposes under the Finance Documents and having a Commitment equal to its participation in the principal amount of all Designated Loans in which it is participating if and for so long as it continues to be a Substitute Affiliate Lender under this Agreementand those Designated Loans and its participation in them remain outstanding (and consequently, during such time and subject to Clauses ‎2.4.3 and ‎2.4.5, the relevant portion of the Commitment of the Designating Lender shall be treated as having been transferred to the applicable Substitute Affiliate Lender so as to reduce the Designating Lender’s Commitment by an amount equal to the principal amount of the participation of that Substitute Affiliate Lender in the relevant Designated Loans). (e) 2.4.5 A Designating Lender may revoke its designation of an Affiliate as a Substitute Affiliate Lender by notice in writing to the Facility Agent and the Parent; Parent provided that such notice may only take effect when there are no Designated Loans outstanding to the Substitute Affiliate Lender. Upon such Substitute Affiliate Lender ceasing to be a Substitute Affiliate Lender the Designating Lender will automatically assume (and be deemed to assume without further action by any Party) all rights and obligations previously vested in the Substitute Affiliate Lender. (f) If a 2.4.6 Any Substitute Affiliate Lender or Designating Lender designates acting by a Substitute Facility Office or is only entitled to receive payment under Clause ‎12 (Taxes) and Clause ‎13 (Increased Costs) to the same extent as the relevant Designating Lender would have been entitled prior to designating that Substitute Affiliate Lender in accordance with this Clause 2.4: (i) any Substitute Affiliate Lender shall be treated for or the purposes of Clause 19.2(d)(i) (Tax gross-up) as having become a Lender on the date of this Agreement; and (ii) the provisions of Clause 30.2(e) (Conditions of Assignment or Transfer) shall not apply to or in respect of any Substitute Facility Office or Substitute Affiliate Lender(as applicable), unless those payments arose as a result of circumstances which arose after such designation.

Lender Affiliates and Facility Office. (a) 25.9.1 In respect of a Utilisation Loan or Utilisations Loans to a particular Borrower (“Designated Loans”) a Lender (a “Designating Lender”) may at any time and from time to time designate (by written notice to the Agent and the ParentAgent): (i) 25.9.1.1 a substitute Facility Office from which it will make Designated Loans (a “Substitute Facility Office”); or (ii) 25.9.1.2 nominate an Affiliate to act as the Lender of Designated Loans (a “Substitute Affiliate Lender”). (b) 25.9.2 A notice to nominate a Substitute Affiliate Lender must be delivered in the form set out in Schedule 15 5 (Form of Substitute Affiliate Lender Designation Notice) and be countersigned by the relevant Substitute Affiliate Lender confirming that it will be bound as a Lender under this Agreement in respect of the Designated Loans in respect of which it acts as Lender. (c) 25.9.3 The Designating Lender will act as the representative of any Substitute Affiliate Lender it nominates for all administrative purposes under this Agreement. The Obligors, the Agent Agent, and the other Finance Parties will be entitled to deal only with the Designating Lender, except that payments will be made in respect of Designated Loans to the Facility Office of the Substitute Affiliate Lender. In particular the Revolving Facility Commitments of the Designating Lender will not be treated as reduced by the designation introduction of the Substitute Affiliate Lender for voting purposes under this Agreement or the other Finance Documents. (d) 25.9.4 Save as mentioned in paragraph (c) Clause 25.9.3 above, a Substitute Affiliate Lender will be treated as a Lender for all purposes under the Finance Documents and having a Commitment equal to the principal amount of all Designated Loans in which it is participating if and for so long as it continues to be a Substitute Affiliate Lender under this Agreement. (e) 25.9.5 A Designating Lender may revoke its designation of an Affiliate as a Substitute Affiliate Lender by notice in writing to the Agent and the Parent; provided that such notice may only take effect when there are no Designated Loans outstanding to the Substitute Affiliate Lender. Upon such Substitute Affiliate Lender ceasing to be a Substitute Affiliate Lender the Designating Lender will automatically assume (and be deemed to assume without further action by any Party) all rights and obligations previously vested in the Substitute Affiliate Lender. (f) 25.9.6 If a Designating Lender designates a Substitute Facility Office or Substitute Affiliate Lender in accordance with this Clause 2.4clause: (i) 25.9.6.1 any Substitute Affiliate Lender shall be treated for the purposes of Clause 19.2(d)(i) 14.5 (Tax gross-upLender Status Confirmation) as having become a Lender on the date of its designation as such in terms of this AgreementClause 25.9 (Lender Affiliates and Facility Office); and (ii) the provisions of Clause 30.2(e) (Conditions of Assignment or Transfer) shall not apply to or in respect of any Substitute Facility Office or Substitute Affiliate Lender.

Lender Affiliates and Facility Office. (a) 25.9.1 In respect of a Utilisation Loan or Utilisations Loans to a particular Borrower (“Designated Loans”) a Lender (a “Designating Lender”) may at any time and from time to time designate (by written notice to the Agent and the ParentAgent): (i) 25.9.1.1 a substitute Facility Office from which it will make Designated Loans (a “Substitute Facility Office”); or (ii) 25.9.1.2 nominate an Affiliate to act as the Lender of Designated Loans (a “Substitute Affiliate Lender”). (b) 25.9.2 A notice to nominate a Substitute Affiliate Lender must be delivered in the form set out in Schedule 15 5 (Form of Substitute Affiliate Lender Designation Notice) and be countersigned by the relevant Substitute Affiliate Lender confirming that it will be bound as a Lender under this Agreement in respect of the Designated Loans in respect of which it acts as Lender. (c) 25.9.3 The Designating Lender will act as the representative of any Substitute Affiliate Lender it nominates for all administrative purposes under this Agreement. The Obligors, the Agent Agent, and the other Finance Parties will be entitled to deal only with the Designating Lender, except that payments will be made in respect of Designated Loans to the Facility Office of the Substitute Affiliate Lender. In particular the Revolving Facility Commitments of the Designating Lender will not be treated as reduced by the designation introduction of the Substitute Affiliate Lender for voting purposes under this Agreement or the other Finance Documents. (d) 25.9.4 Save as mentioned in paragraph (c) aboveClause 25.9.3, a Substitute Affiliate Lender will be treated as a Lender for all purposes under the Finance Documents and having a Commitment equal to the principal amount of all Designated Loans in which it is participating if and for so long as it continues to be a Substitute Affiliate Lender under this Agreement. (e) 25.9.5 A Designating Lender may revoke its designation of an Affiliate as a Substitute Affiliate Lender by notice in writing to the Agent and the Parent; provided that such notice may only take effect when there are no Designated Loans outstanding to the Substitute Affiliate Lender. Upon such Substitute Affiliate Lender ceasing to be a Substitute Affiliate Lender the Designating Lender will automatically assume (and be deemed to assume without further action by any Party) all rights and obligations previously vested in the Substitute Affiliate Lender. (f) 25.9.6 If a Designating Lender designates a Substitute Facility Office or Substitute Affiliate Lender in accordance with this Clause 2.4clause: (i) 25.9.6.1 any Substitute Affiliate Lender shall be treated for the purposes of Clause 19.2(d)(i) 14.5 (Tax gross-upLender Status Confirmation) as having become a Lender on the date of its designation as such in terms of this AgreementClause 25.9 (Lender Affiliates and Facility Office); and (ii) the provisions of Clause 30.2(e) (Conditions of Assignment or Transfer) shall not apply to or in respect of any Substitute Facility Office or Substitute Affiliate Lender.

Lender Affiliates and Facility Office. (a) In respect of a Utilisation Loan or Utilisations Loans to a particular Borrower (“Designated Loans”) a Lender (a “Designating Lender”) may at any time and from time to time designate (by written notice to the Administrative Agent and the Parent): Company): (i) a substitute Facility Office from which it will make Designated Loans (a “Substitute Facility Office”); or ) or (ii) nominate an Affiliate to act as the Lender of Designated Loans (a “Substitute Affiliate Lender”). (b) A notice to nominate a Substitute Affiliate Lender must be delivered in the form set out in Schedule 15 Exhibit H (Form of Substitute Affiliate Lender Designation Notice) and be countersigned by the relevant Substitute Affiliate Lender confirming that it will be bound as a Lender under this Agreement in respect of the Designated Loans in respect of which it acts as Lender. (c) The Designating Lender will act as the representative of any Substitute Affiliate Lender it nominates for all administrative purposes under this Agreement. The Obligors, the Administrative Agent and the other Finance Parties Lenders will be entitled to deal only with the Designating Lender, except that payments will be made in respect of Designated Loans to the Facility Office of the Substitute Affiliate Lender. In particular the Revolving Facility Commitments of the Designating Lender will not be treated as reduced by the designation introduction of the Substitute Affiliate Lender for voting purposes under this Agreement or the other Finance Credit Documents. (d) Save as mentioned in paragraph (cSection 2.19(c) above, a Substitute Affiliate Lender will be treated as a Lender for all purposes under the Finance Credit Documents and as having a Revolving Commitment equal to the principal amount of all Designated Loans in which it is participating if and for so long as it continues to be a Substitute Affiliate Lender under this Agreement. (e) A Designating Lender may revoke its designation of an Affiliate as a Substitute Affiliate Lender by notice in writing to the Administrative Agent and the Parent; Administrative Borrower provided that such notice may only take effect when there are no Designated Loans outstanding to the Substitute Affiliate Lender. Upon such Substitute Affiliate Lender ceasing to be a Substitute Affiliate Lender the Designating Lender will automatically assume (and be deemed to assume without further action by any Partyparty to this Agreement) all rights and obligations previously vested in the Substitute Affiliate Lender. (f) If a Designating Lender designates a Substitute Facility Office or Substitute Affiliate Lender in accordance with this Clause 2.4: Section 2.19 (i) any Substitute Affiliate Lender shall be treated for the purposes of Clause 19.2(d)(i) (Tax gross-up) as having become a Lender on the date of this Agreement; and (ii) the provisions of Clause 30.2(e) (Conditions of Assignment or Transfer) Section 12.6 shall not apply to or in respect of any Substitute Facility Office or Substitute Affiliate Lender, and (iii) any Substitute Affiliate Lender or Substitute Affiliate Facility Office must be a French Qualifying Lender for the purposes of any Designated Loan made or to be made available to a French Borrower. 942882452.15 (g) If (i) a Designated Lender designates a Substitute Facility Office or Substitute Affiliate Lender in accordance with this Section 2.19; and (ii) as a result of circumstances existing at the date the designation occurs, a Credit Party is obliged to pay any compensation, Taxes or additional amounts pursuant to Section 2.14 and Section 4.5, then the Substitute Affiliate Lender or Lender acting through its Substitute Facility Office shall only be entitled to receive payment under those Section 2.14 and 4.5 to the same extent as the Designating Lender or Lender acting through its Substitute Facility Office would have been if the designation had not occurred.

Lender Affiliates and Facility Office. (a) In respect of a Utilisation any Revolving Credit Loans or Utilisations Letters of Credit to a particular Borrower (“Designated Loans”) a Revolving Credit Lender (a “Designating Lender”) may at any time and from time to time designate (by written notice to the Administrative Agent and the ParentBorrower Representative): (i) a substitute Facility Lending Office from which it will make Designated Loans (a “Substitute Facility Lending Office”); or (ii) nominate an Affiliate to act as the Lender of Designated Loans (a “Substitute Affiliate Lender”). (b) A notice to nominate a Substitute Affiliate Lender must be delivered in a form reasonably satisfactory to the form set out in Schedule 15 (Form of Substitute Affiliate Lender Designation Notice) Borrower Representative and be countersigned by the relevant Substitute Affiliate Lender confirming that it will be bound as a Lender under this Agreement in respect of the Designated Loans in respect of which it acts as Lender. (c) The Designating Lender will act as the representative of any Substitute Affiliate Lender it nominates for all administrative purposes under this Agreement. The ObligorsLoan Parties, the Administrative Agent, the Collateral Agent and the other Finance Secured Parties will be entitled to deal only with the Designating Lender, except that payments will be made in respect of Designated Loans to the Facility Lending Office of the Substitute Affiliate Lender. In particular the Revolving Facility Commitments of the Designating Lender will not be treated as reduced by the designation introduction of the Substitute Affiliate Lender for voting purposes under this Agreement or the other Finance Loan Documents. (d) Save as mentioned in paragraph clause (c) above, a Substitute Affiliate Lender will be treated as a Lender for all purposes under the Finance Loan Documents and having a Revolving Credit Commitment equal to the principal amount of all Designated Loans in which it is participating if and for so long as it continues to be a Substitute Affiliate Lender under this Agreement. (e) A Designating Lender may revoke its designation of an Affiliate as a Substitute Affiliate Lender by notice in writing to the Administrative Agent and the ParentBorrower Representative; provided that such notice may only take effect when there are no Designated Loans outstanding to the Substitute Affiliate Lender. Upon such Substitute Affiliate Lender ceasing to be a Substitute Affiliate Lender the Designating Lender will automatically assume (and be deemed to assume without further action by any Partyparty) all rights and obligations previously vested in the Substitute Affiliate Lender. (f) If a Designating Lender designates a Substitute Facility Lending Office or Substitute Affiliate Lender in accordance with this Clause 2.4clause: (i) any Substitute Affiliate Lender shall be treated for the purposes of Clause 19.2(d)(i) (Tax gross-up) Section 3.01 as having become a Lender on the date of this Agreement; and (ii) the provisions of Clause 30.2(e) (Conditions of Assignment or TransferSection 10.07(e) shall not apply to or in respect of any Substitute Facility Lending Office or Substitute Affiliate Lender.

Lender Affiliates and Facility Office. (a) In respect of a Utilisation Revolving Credit Loans or Utilisations Letters of Credit to a particular Borrower (“Designated Loans”) a Revolving Credit Lender (a “Designating Lender”) may at any time and from time to time designate (by written notice to the Administrative Agent and the ParentParent Borrower): (i) a substitute Facility Lending Office from which it will make Designated Loans (a “Substitute Facility Lending Office”); or (ii) nominate an Affiliate to act as the Lender of Designated Loans (a “Substitute Affiliate Lender”). (b) A notice to nominate a Substitute Affiliate Lender must be delivered in the form set out in Schedule 15 (Form of Substitute Affiliate Lender Designation Notice) Exhibit L and be countersigned by the relevant Substitute Affiliate Lender confirming that it will be bound as a Lender under this Agreement in respect of the Designated Loans in respect of which it acts as Lender. (c) The Designating Lender will act as the representative of any Substitute Affiliate Lender it nominates for all administrative purposes under this Agreement. The ObligorsLoan Parties, the Administrative Agent, the Collateral Agent and the other Finance Secured Parties will be entitled to deal only with the Designating Lender, except that payments will be made in respect of Designated Loans to the Facility Lending Office of the Substitute Affiliate Lender. In particular the Revolving Facility Commitments of the Designating Lender will not be treated as reduced by the designation introduction of the Substitute Affiliate Lender for voting purposes under this Agreement or the other Finance Loan Documents. (d) Save as mentioned in paragraph clause (c) above, a Substitute Affiliate Lender will be treated as a Lender for all purposes under the Finance Loan Documents and having a Revolving Credit Commitment equal to the principal amount of all Designated Loans in which it is participating if and for so long as it continues to be a Substitute Affiliate Lender under this Agreement. (e) A Designating Lender may revoke its designation of an Affiliate as a Substitute Affiliate Lender by notice in writing to the Administrative Agent and the ParentParent Borrower; provided that such notice may only take effect when there are no Designated Loans outstanding to the Substitute Affiliate Lender. Upon such Substitute Affiliate Lender ceasing to be a Substitute Affiliate Lender the Designating Lender will automatically assume (and be deemed to assume without further action by any Party) all rights and obligations previously vested in the Substitute Affiliate Lender. (f) If a Designating Lender designates a Substitute Facility Lending Office or Substitute Affiliate Lender in accordance with this Clause 2.4clause: (i) any Substitute Affiliate Lender shall be treated for the purposes of Clause 19.2(d)(i) (Tax gross-up) Section 3.01 as having become a Lender on the date of this Agreement; and (ii) the provisions of Clause 30.2(e) (Conditions of Assignment or TransferSection 10.07(e) shall not apply to or in respect of any Substitute Facility Lending Office or Substitute Affiliate Lender.

Lender Affiliates and Facility Office. (a) In respect of a Utilisation Revolving Credit Loans or Utilisations Letters of Credit to a particular Borrower (“Designated Loans”) a Revolving Credit Lender (a “Designating Lender”) may at any time and from time to time designate (by written notice to the Administrative Agent and the ParentParent Borrower): (i) a substitute Facility Lending Office from which it will make Designated Loans (a “Substitute Facility Lending Office”); or (ii) nominate an Affiliate to act as the Lender of Designated Loans (a “Substitute Affiliate Lender”). (b) A notice to nominate a Substitute Affiliate Lender must be delivered in a form reasonably satisfactory to the form set out in Schedule 15 (Form of Substitute Affiliate Lender Designation Notice) Parent Borrower and be countersigned by the relevant Substitute Affiliate Lender confirming that it will be bound as a Lender under this Agreement in respect of the Designated Loans in respect of which it acts as Lender. (c) The Designating Lender will act as the representative of any Substitute Affiliate Lender it nominates for all administrative purposes under this Agreement. The ObligorsLoan Parties, the Administrative Agent, the Collateral Agent and the other Finance Secured Parties will be entitled to deal only with the Designating Lender, except that payments will be made in respect of Designated Loans to the Facility Lending Office of the Substitute Affiliate Lender. In particular the Revolving Facility Commitments of the Designating Lender will not be treated as reduced by the designation introduction of the Substitute Affiliate Lender for voting purposes under this Agreement or the other Finance Loan Documents. (d) Save as mentioned in paragraph clause (c) above, a Substitute Affiliate Lender will be treated as a Lender for all purposes under the Finance Loan Documents and having a Revolving Credit Commitment equal to the principal amount of all Designated Loans in which it is participating if and for so long as it continues to be a Substitute Affiliate Lender under this Agreement. (e) A Designating Lender may revoke its designation of an Affiliate as a Substitute Affiliate Lender by notice in writing to the Administrative Agent and the ParentParent Borrower; provided that such notice may only take effect when there are no Designated Loans outstanding to the Substitute Affiliate Lender. Upon such Substitute Affiliate Lender ceasing to be a Substitute Affiliate Lender the Designating Lender will automatically assume (and be deemed to assume without further action by any Partyparty) all rights and obligations previously vested in the Substitute Affiliate Lender. (f) If a Designating Lender designates a Substitute Facility Lending Office or Substitute Affiliate Lender in accordance with this Clause 2.4clause: (i) any Substitute Affiliate Lender shall be treated for the purposes of Clause 19.2(d)(i) (Tax gross-up) Section 3.01 as having become a Lender on the date of this Agreement; and (ii) the provisions of Clause 30.2(e) (Conditions of Assignment or TransferSection 10.07(e) shall not apply to or in respect of any Substitute Facility Lending Office or Substitute Affiliate Lender.