Common use of Designated Subsidiaries Clause in Contracts

Designated Subsidiaries. (a) Xxxx xxx, from time to time by delivery to the Administrative Agent of a written notice, request to designate one or more of its direct or indirect wholly-owned Subsidiaries (other than a Subsidiary that previously was designated as a Revolving Credit Borrower but ceased to be a Revolving Credit Borrower pursuant to a resignation effected under paragraph (c) below) as a “Designated Subsidiary” for purposes of this Agreement and to have such Subsidiary have all of the rights and obligations of a Revolving Credit Borrower hereunder (a “Revolving Credit Borrower Designation”). The Administrative Agent shall promptly notify the Collateral Agent and each Revolving Credit Lender, Issuing Bank and Swing Line Lender of each Revolving Credit Borrower Designation by Xxxx and the identity of the respective Subsidiary. Each Revolving Credit Lender, Issuing Bank and Swing Line Lender shall notify the Administrative Agent, not later than 11:00 A.M. (New York City time), ten Business Days after receipt of such request (or such shorter period as the Administrative Agent may agree) whether it consents (such consent not to be unreasonably withheld or delayed) to such Revolving Credit Borrower Designation. Any failure by a Revolving Credit Lender, Issuing Bank or Swing Line Lender to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such Person to consent to such Revolving Credit Borrower Designation. If the Administrative Agent and all the Revolving Credit Lenders, Issuing Banks and Swing Line Lenders consent to such Revolving Credit Borrower Designation and if the requirements described in paragraph (b) below are satisfied or waived, the Administrative Agent shall so notify the Collateral Agent and the Revolving Credit Borrowers and such Subsidiary shall thereupon become a “Designated Subsidiary” for purposes of this Agreement and, as such, shall have all of the rights and obligations of a Revolving Credit Borrower hereunder.

Designated Subsidiaries. (a) Xxxx xxx, Foster may from time to time xx xxxe exclude, by delivery delivering a written notice to the Administrative Agent together with such other information as the Agent or any Bank shall reasonably request, a Subsidiary or Subsidiaries of Foster (whether now oxxxx xr acquired or formed after the date hereof, other than CXT, which shall be a written noticeGuarantor at all times upon and after the consummation of the acquisition by Foster of all of the xxxxxxnding capital stock of CXT) from being a Guarantor hereunder (each such excluded Subsidiary being called herein a "Designated Subsidiary") provided that the Designated Subsidiaries shall not at any time have aggregate gross revenues or assets that, request to designate one individually or in the aggregate, constitute 10% or more of the gross revenues or assets of Foster and its direct or indirect wholly-owned Consolxxxxxx Subsidiaries. Schedule 5.04 sets forth a list of the Designated Subsidiaries (other than a as of the date hereof. Any Subsidiary that previously was designated by Foster as a Revolving Credit Borrower but ceased to be a Revolving Credit Borrower pursuant to a resignation effected under paragraph (c) below) as a “Designated Subsidiary” for purposes of this Agreement and to have such Subsidiary have all of Designatex Xxxxidiary after the rights and obligations of a Revolving Credit Borrower hereunder (a “Revolving Credit Borrower Designation”). The Administrative Agent shall promptly notify the Collateral Agent and each Revolving Credit Lender, Issuing Bank and Swing Line Lender of each Revolving Credit Borrower Designation by Xxxx and the identity of the respective Subsidiary. Each Revolving Credit Lender, Issuing Bank and Swing Line Lender shall notify the Administrative Agent, not later than 11:00 A.M. (New York City time), ten Business Days after receipt of such request (or such shorter period as the Administrative Agent may agree) whether it consents (such consent not to be unreasonably withheld or delayed) to such Revolving Credit Borrower Designation. Any failure by a Revolving Credit Lender, Issuing Bank or Swing Line Lender to respond to such request within the time period specified in the preceding sentence date hereof shall be deemed added to Schedule 5.04 upon Agent's receipt of the notice provided for in the first sentence of this Section 5.04. In the event that the Designated Subsidiaries at any time have aggregate gross revenues or assets that, individually or in the aggregate, constitute 10% or more of the gross revenues or assets of Foster and its Consolxxxxxx Subsidiaries, Foster shall immediatxxx xxovide a notice to Agent specifying which Subsidiary or Subsidiaries are to be a refusal by such Person to consent to such Revolving Credit Borrower Designationremoved from the list of Designated Subsidiaries on Schedule 5.04. If the Administrative Agent and all the Revolving Credit Lenders, Issuing Banks and Swing Line Lenders consent to such Revolving Credit Borrower Designation and if the requirements described in paragraph (b) below Any Subsidiaries of Foster that are satisfied or waived, the Administrative Agent not Dxxxxxxted Subsidiaries shall so notify the Collateral Agent and the Revolving Credit Borrowers and such Subsidiary shall thereupon become a “Designated Subsidiary” for purposes of this Agreement and, as such, shall have all of the rights and obligations of a Revolving Credit Borrower be Guarantors hereunder.

Designated Subsidiaries. . xxv) (a) Xxxx xxx, from time to time by delivery to the Administrative Agent of a written notice, request to designate one or more of its direct or indirect wholly-owned Subsidiaries (other than a Subsidiary that previously was designated as a Revolving Credit Borrower but ceased to be a Revolving Credit Borrower pursuant to a resignation effected under paragraph (c) below) as a “Designated Subsidiary” for purposes of this Agreement and to have such Subsidiary have all of the rights and obligations of a Revolving Credit Borrower hereunder (a “Revolving Credit Borrower Designation”). The Administrative Agent shall promptly notify the Collateral Agent and each Revolving Credit Lender, Issuing Bank and Swing Line Lender of each Revolving Credit Borrower Designation by Xxxx and the identity of the respective Subsidiary. Each Revolving Credit Lender, Issuing Bank and Swing Line Lender shall notify the Administrative Agent, not later than 11:00 A.M. (New York City time), ten Business Days after receipt of such request (or such shorter period as the Administrative Agent may agree) whether it consents (such consent not to be unreasonably withheld or delayed) to such Revolving Credit Borrower Designation. Any failure by a Revolving Credit Lender, Issuing Bank or Swing Line Lender to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such Person to consent to such Revolving Credit Borrower Designation. If the Administrative Agent and all the Revolving Credit Lenders, Issuing Banks and Swing Line Lenders consent to such Revolving Credit Borrower Designation and if the requirements described in paragraph (b) below are satisfied or waived, the Administrative Agent shall so notify the Collateral Agent and the Revolving Credit Borrowers and such Subsidiary shall thereupon become a “Designated Subsidiary” for purposes of this Agreement and, as such, shall have all of the rights and obligations of a Revolving Credit Borrower hereunder.

Designated Subsidiaries. (a) Xxxx xxxThe Company may at any time, and from time to time by delivery to time, upon not less than 15 Business Days’ notice in the case of any Subsidiary so designated after the Effective Date, notify the Administrative Agent of a written notice, request that the Company intends to designate one or more of its direct or indirect wholly-owned Subsidiaries (other than a Subsidiary that previously was designated as a Revolving Credit Borrower but ceased to be a Revolving Credit Borrower pursuant to a resignation effected under paragraph (c) below) as a “Designated Subsidiary” for purposes of this Agreement and to have such Subsidiary have all of Agreement. On or after the rights and obligations of a Revolving Credit Borrower hereunder (a “Revolving Credit Borrower Designation”). The Administrative Agent shall promptly notify the Collateral Agent and each Revolving Credit Lender, Issuing Bank and Swing Line Lender of each Revolving Credit Borrower Designation by Xxxx and the identity of the respective Subsidiary. Each Revolving Credit Lender, Issuing Bank and Swing Line Lender shall notify the Administrative Agent, not later than 11:00 A.M. (New York City time), ten date that is 15 Business Days after receipt of such request (or such shorter period as the Administrative Agent may agree) whether it consents (such consent not notice, upon delivery to be unreasonably withheld or delayed) to such Revolving Credit Borrower Designation. Any failure by a Revolving Credit Lender, Issuing Bank or Swing Line Lender to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such Person to consent to such Revolving Credit Borrower Designation. If the Administrative Agent and all each Lender of a Designation Agreement duly executed by the Revolving Credit Lenders, Issuing Banks and Swing Line Lenders consent to such Revolving Credit Borrower Designation and if the requirements described in paragraph (b) below are satisfied or waived, the Administrative Agent shall so notify the Collateral Agent Company and the Revolving Credit Borrowers respective Subsidiary and substantially in the form of Exhibit F hereto, such Subsidiary shall thereupon become a 104 “Designated Subsidiary” for all purposes of this Agreement, and, upon fulfillment of the applicable conditions set forth in Section 4.04 and after such Designation Agreement is accepted by the Administrative Agent, such Subsidiary shall thereupon become a Designated Subsidiary for all purposes of this Agreement and, as such, shall have all of the rights and obligations of a Borrower hereunder (except with respect to Term Loans which may only be borrowed by the Company). The Administrative Agent shall promptly notify each Revolving Lender of the Company’s notice of such pending designation by the Company and the identity of the respective Subsidiary. Following the giving of any notice pursuant to this Section 9.18(a), if the designation of such Designated Subsidiary obligates the Administrative Agent or any Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Company shall, promptly upon the request of the Administrative Agent or any Lender, 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 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. If the Company shall designate as a Designated Subsidiary hereunder any Subsidiary not organized under the laws of the United States or any State thereof, any Lender may, with notice to the Administrative Agent and the Company, fulfill its Revolving Commitment by causing a branch or an Affiliate of such Lender to act as the Lender in respect of such Designated Subsidiary; provided that any exercise of such option shall not affect in any manner the obligation of any Borrower to repay such Loan in accordance with the terms of this Agreement. As soon as practicable after receiving notice from the Company or the Administrative Agent of the Company’s intent to designate a Subsidiary as a Designated Subsidiary, and in any event no later than ten Business Days after the delivery of such notice, for a Designated Subsidiary that is organized under the laws of a jurisdiction other than of the United States or a political subdivision thereof, any Lender that may not legally lend to, establish credit for the account of and/or do any business whatsoever with such Designated Subsidiary directly or through an Affiliate of such Lender as provided in the immediately preceding paragraph or for which the making of a Revolving Loan to such Designated Subsidiary is against such Lender’s internal policies (a “Protesting Lender”) shall so notify the Company and the Administrative Agent in writing. With respect to each Protesting Lender, the Company shall, effective on or before the date that such Designated Subsidiary shall have the right to borrow hereunder, either (A) notify the Administrative Agent and such Protesting Lender that the Revolving Commitments of such Protesting Lender shall be terminated; provided that such Protesting Lender shall have received payment of an amount equal to the outstanding principal of its Revolving Loans and Letter of Credit Borrower reimbursement obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder from the Company or (B) cancel its request to designate such Subsidiary as a “Designated Subsidiary” hereunder.. 105

Designated Subsidiaries. (a) Xxxx xxx, GWI may at any time and from time to time designate any Subsidiary (other than the Aus JV and its Subsidiaries) as a Designated Subsidiary (each such designation a “Designation”) by delivery delivering an Election to Participate to the Administrative Agent Agent. Each such Election to Participate shall indicate (x) whether such Designated Subsidiary intends to (1) borrow Term Loans pursuant to the provisions of §6.18 or (2) establish Revolving Loan Commitments pursuant to the provisions of §6.18 or (3) otherwise establish Designated Subsidiary Commitments to such Designated Subsidiary, which shall be offset by a written notice, request to designate corresponding and equivalent reduction as designated by GWI in one or more of its direct or indirect wholly-owned Subsidiaries the Aggregate Canadian Revolving Loan Commitments, Aggregate European Commitments, Aggregate UK Revolving Loan Commitments and Aggregate Other Designated Subsidiary Commitments such that the Total Commitment in effect immediately before such Designation shall be equal to the Total Commitment immediately after, and after giving effect to, such Designation (other than including after giving effect to any increase of commitments pursuant to §6.18 entered into in connection with such Designation) (each such adjustment pursuant to this §6.23(a), a Subsidiary “Commitment Adjustment”); provided that previously was designated as a Revolving Credit Borrower but ceased to be a Revolving Credit Borrower each such Commitment Adjustment pursuant to a resignation effected under paragraph Designation shall be subject to the following conditions: (ci) belowreallocation of Applicable Commitment amounts shall be made only between the offices or Affiliates of Applicable Lenders such that the sum of all the applicable Commitments of each Applicable Lender and its Affiliates shall not be increased or decreased as a result of any such reallocation, (ii) as no Designation shall increase the Aggregate Foreign Currency Revolving Loan Commitments in excess of $500,000,000, (iii) the total Designated Subsidiary Commitments and Term Loans to a Designated Subsidiary shall not exceed $75,000,000, (iv) each reallocation shall be made pro rata among the Lenders whose Applicable Commitments are being reallocated from one Applicable Commitment to another, but shall not cause the Applicable Commitments of any other Lenders to change (but will result in a change in Commitment Percentages), (v) in no event shall (A) the Aggregate Domestic Revolving Loan Commitments be reduced to an amount less than the greater of (x) $125,000,000 and (y) the Total Domestic Revolver Exposure; (B) the Aggregate Canadian Revolving Loan Commitments be reduced to an amount less than the Total Canadian Revolver Exposure; (C) the Aggregate European Commitments be reduced to an amount less than the Total European Exposure; (D) [Reserved]; or (E) the Aggregate UK Revolving Loan Commitments be reduced to an amount less than the Total UK Revolver Exposure and (y) shall indicate the currencies the Loans to be made to the Designated Subsidiary shall be denominated (such currency, a “Designated Subsidiary” for purposes Subsidiary Alternative Currency”); provided that such currencies shall be an Alternative Currency. Each such Election to Participate shall be duly executed on behalf of this Agreement and to have such Subsidiary have all and GWI in such number of the rights and obligations of a Revolving Credit Borrower hereunder (a “Revolving Credit Borrower Designation”). The Administrative Agent shall promptly notify the Collateral Agent and each Revolving Credit Lender, Issuing Bank and Swing Line Lender of each Revolving Credit Borrower Designation by Xxxx and the identity of the respective Subsidiary. Each Revolving Credit Lender, Issuing Bank and Swing Line Lender shall notify the Administrative Agent, not later than 11:00 A.M. (New York City time), ten Business Days after receipt of such request (or such shorter period copies as the Administrative Agent may agree) whether it consents (such consent not to be unreasonably withheld or delayed) to such Revolving Credit Borrower Designation. Any failure by a Revolving Credit Lender, Issuing Bank or Swing Line Lender to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such Person to consent to such Revolving Credit Borrower Designation. If the Administrative Agent and all the Revolving Credit Lenders, Issuing Banks and Swing Line Lenders consent to such Revolving Credit Borrower Designation and if the requirements described in paragraph (b) below are satisfied or waived, the Administrative Agent shall so notify the Collateral Agent and the Revolving Credit Borrowers and such Subsidiary shall thereupon become a “Designated Subsidiary” for purposes of this Agreement and, as such, shall have all of the rights and obligations of a Revolving Credit Borrower hereunderrequest.

Designated Subsidiaries. Notwithstanding the provisions of ----------------------- paragraph (a) Xxxx xxxabove, from the Borrower may at any time to time by delivery to after the Administrative Agent of a written notice, request to date hereof designate one or more of its direct or indirect wholly-owned Subsidiaries any Subsidiary (other than a Subsidiary that previously was designated as a Revolving Credit Borrower but ceased to be a Revolving Credit Borrower pursuant to a resignation effected under paragraph (c) belowholding any Station Licenses or the operating assets of any Stations) as a “"Designated Subsidiary” " for purposes of this Agreement and Agreement, by delivering to have such Subsidiary have all the Administrative Agent a certificate of a senior officer of the rights Borrower (and obligations of a Revolving Credit Borrower hereunder (a “Revolving Credit Borrower Designation”). The the Administrative Agent shall promptly notify deliver a copy thereof to each Lender following receipt) identifying such Subsidiary, stating that such Subsidiary shall be treated as a "Designated Subsidiary" for all purposes hereof and certifying that, after giving effect to such designation, the Collateral Agent and each Revolving Credit Lender, Issuing Bank and Swing Line Lender Borrower will be in compliance with the provisions of each Revolving Credit Borrower Designation by Xxxx this Agreement applicable to such Designated Subsidiary (including the provisions of Section 7.05(f) with respect to the type of business in which a Designated Subsidiary shall be involved and the identity limitations upon the aggregate amount of the respective Subsidiary. Each Revolving Credit Lender, Issuing Bank and Swing Line Lender shall notify the Administrative Agent, not later than 11:00 A.M. (New York City timeInvestments in Designated Subsidiaries therein specified), ten Business Days after receipt and such designation will not result in a Default hereunder. In the event of any such request (or such shorter period as designation of a Subsidiary that is at the time a Subsidiary Guarantor hereunder, the Administrative Agent may agree) whether it consents agrees (to the extent such consent not to be unreasonably withheld or delayeddesignation complies with the requirements of the immediately preceding sentence) to release such Revolving Credit Subsidiary from its Guarantee hereunder, and in that connection to execute and deliver (at the expense of the Borrower) such instruments as the Borrower Designationshall reasonably request to effect such release. Any failure by Subsidiary of a Revolving Credit Lender, Issuing Bank or Swing Line Lender to respond to such request within the time period specified in the preceding sentence Designated Subsidiary shall be deemed to be a refusal by such Person to consent to such Revolving Credit Borrower Designation. If the Administrative Agent and all the Revolving Credit Lenders, Issuing Banks and Swing Line Lenders consent to such Revolving Credit Borrower Designation and if the requirements described in paragraph (b) below are satisfied or waived, the Administrative Agent shall so notify the Collateral Agent and the Revolving Credit Borrowers and such Subsidiary shall thereupon become a “"Designated Subsidiary” ". The Borrower may at any time rescind the designation of any Subsidiary as a "Designated Subsidiary" for purposes of this Agreement, by delivering to the Administrative Agent (which shall promptly forward a copy thereof to each Lender) a certificate of a Financial Officer identifying such Subsidiary, stating that such Subsidiary shall no longer be treated as a "Designated Subsidiary" for purposes hereof and certifying that, after giving effect to such rescission, the Borrower will be in compliance with the provisions of this Agreement applicable to Consolidated Subsidiaries (and, as such, shall have all without limiting the generality of the rights foregoing, upon such rescission and obligations as a condition thereto, the Borrower agrees to comply with the requirements of a Revolving Credit Borrower hereunderparagraph (c) below with respect to such Subsidiary).

Designated Subsidiaries. It is acknowledged and agreed that there may exist more than one Designated Subsidiary at any time, provided, however, that (a) Xxxx xxxno additional Designated Subsidiary may be designated if, from time after giving effect to time by delivery such designation, either (i) the Shareholders Equity of all Designated Subsidiaries (determined as of the end of the most recent fiscal quarter or fiscal year for which the applicable Subsidiary has prepared financial statements) exceeds 20% of Consolidated Net Worth (determined as of the end of the most recent fiscal quarter or fiscal year for which the Borrower has delivered financial statements pursuant to Section 6.1(a) and giving pro forma effect to the Administrative Agent acquisition of a written notice, request to designate one all Designated Subsidiaries acquired after the date of such financial statements) or more (ii) the Total Assets of its direct or indirect wholly-owned all Designated Subsidiaries (other than a determined as of the end of the most recent fiscal quarter or fiscal year for which the applicable Subsidiary that previously was designated has prepared financial statements) exceeds 15% of the Total Assets of the Borrower (determined as a Revolving Credit of the end of the most recent fiscal quarter or fiscal year for which the Borrower but ceased to be a Revolving Credit Borrower has delivered financial statements pursuant to a resignation effected under paragraph Section 6.1(a) and giving pro forma effect to the acquisition of all Designated Subsidiaries acquired after the date of such financial statements) and (cb) belownotwithstanding the definition of Designated Subsidiary, if as of the last day of any fiscal quarter or fiscal year of the Borrower the condition described in clause (a)(i) as a or (ii) above shall exist, then unless the Borrower shall withdraw the “Designated Subsidiary” for purposes designation, or reduce the Shareholders Equity or Total Assets, of this Agreement and to have such Subsidiary have all of the rights and obligations of a Revolving Credit Borrower hereunder (a “Revolving Credit Borrower Designation”). The Administrative Agent shall promptly notify the Collateral Agent and each Revolving Credit Lender, Issuing Bank and Swing Line Lender of each Revolving Credit Borrower Designation by Xxxx and the identity of the respective Subsidiary. Each Revolving Credit Lender, Issuing Bank and Swing Line Lender shall notify the Administrative Agent, not later than 11:00 A.M. (New York City time), ten one or more Designated Subsidiaries within five Business Days after receipt delivery of financial statements of the Borrower for such fiscal quarter or fiscal year pursuant to Section 6.1(a) so that, giving effect to such withdrawal, or reduction of Shareholders Equity or Total Assets, neither of such request (or conditions exists, all previously Designated Subsidiaries shall cease to be Designated Subsidiaries on such shorter period fifth Business Day until re-designated in compliance with the terms hereof. All Subsidiary financial statements utilized as the Administrative Agent may agree) whether it consents (such consent not basis for determining compliance with, or meeting the criteria of, matters pertaining to be unreasonably withheld or delayed) to such Revolving Credit Borrower Designation. Any failure by a Revolving Credit Lender, Issuing Bank or Swing Line Lender to respond to such request within the time period specified in the preceding sentence Designated Subsidiaries shall be deemed to be a refusal by such Person to consent to such Revolving Credit Borrower Designation. If the Administrative Agent and all the Revolving Credit Lenders, Issuing Banks and Swing Line Lenders consent to such Revolving Credit Borrower Designation and if the requirements described prepared in paragraph (b) below are satisfied or waived, the Administrative Agent shall so notify the Collateral Agent and the Revolving Credit Borrowers and such Subsidiary shall thereupon become a “Designated Subsidiary” for purposes of this Agreement and, as such, shall have all of the rights and obligations of a Revolving Credit Borrower hereunderaccordance with GAAP.

Designated Subsidiaries. (a) Xxxx xxx, GWI may at any time and from time to time designate any Subsidiary as a Designated Subsidiary (each such designation a “Designation”) by delivery delivering an Election to Participate to the Administrative Agent Agent. Each such Election to Participate shall indicate (x) whether such Designated Subsidiary intends to (1) borrow Term Loans pursuant to the provisions of §6.18 or (2) establish Revolving Loan Commitments pursuant to the provisions of §6.18 or (3) otherwise establish Designated Subsidiary Commitments to such Designated Subsidiary, which shall be offset by a written notice, request to designate corresponding and equivalent reduction as designated by GWI in one or more of its direct or indirect wholly-owned Subsidiaries the Aggregate Canadian Revolving Loan Commitments, Aggregate European Commitments, Aggregate Australian Revolving Loan Commitments, Aggregate UK Revolving Loan Commitments and Aggregate Other Designated Subsidiary Commitments such that the Total Commitment in effect immediately before such Designation shall be equal to the Total Commitment immediately after, and after giving effect to, such Designation (other than including after giving effect to any increase of commitments pursuant to §6.18 entered into in connection with such Designation) (each such adjustment pursuant to this §6.23(a), a Subsidiary “Commitment Adjustment”); provided that previously was designated as a Revolving Credit Borrower but ceased to be a Revolving Credit Borrower each such Commitment Adjustment pursuant to a resignation effected under paragraph Designation shall be subject to the following conditions: (ci) belowreallocation of Applicable Commitment amounts shall be made only between the offices or Affiliates of Applicable Lenders such that the sum of all the applicable Commitments of each Applicable Lender and its Affiliates shall not be increased or decreased as a result of any such reallocation, (ii) as no Designation shall increase the Aggregate Foreign Currency Revolving Loan Commitments in excess of $500,000,000, (iii) the total Designated Subsidiary Commitments and Term Loans to a Designated Subsidiary shall not exceed $75,000,000, (iv) each reallocation shall be made pro rata among the Lenders whose Applicable Commitments are being reallocated from one Applicable Commitment to another, but shall not cause the Applicable Commitments of any other Lenders to change (but will result in a change in Commitment Percentages), (v) in no event shall (A) the Aggregate Domestic Revolving Loan Commitments be reduced to an amount less than the greater of (x) $125,000,000 and (y) the Total Domestic Revolver Exposure; (B) the Aggregate Canadian Revolving Loan Commitments be reduced to an amount less than the Total Canadian Revolver Exposure; (C) the Aggregate European Commitments be reduced to an amount less than the Total European Exposure; (D) the Aggregate Australian Revolving Loan Commitments be reduced to an amount less than the Total Australian Revolver Exposure; or (E) the Aggregate UK Revolving Loan Commitments be reduced to an amount less than the Total UK Revolver Exposure and (y) shall indicate the currencies the Loans to be made to the Designated Subsidiary shall be denominated (such currency, a “Designated Subsidiary” for purposes Subsidiary Alternative Currency”); provided that such currencies shall be an Alternative Currency. Each such Election to Participate shall be duly executed on behalf of this Agreement and to have such Subsidiary have all and GWI in such number of the rights and obligations of a Revolving Credit Borrower hereunder (a “Revolving Credit Borrower Designation”). The Administrative Agent shall promptly notify the Collateral Agent and each Revolving Credit Lender, Issuing Bank and Swing Line Lender of each Revolving Credit Borrower Designation by Xxxx and the identity of the respective Subsidiary. Each Revolving Credit Lender, Issuing Bank and Swing Line Lender shall notify the Administrative Agent, not later than 11:00 A.M. (New York City time), ten Business Days after receipt of such request (or such shorter period copies as the Administrative Agent may agree) whether it consents (such consent not to be unreasonably withheld or delayed) to such Revolving Credit Borrower Designation. Any failure by a Revolving Credit Lender, Issuing Bank or Swing Line Lender to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such Person to consent to such Revolving Credit Borrower Designation. If the Administrative Agent and all the Revolving Credit Lenders, Issuing Banks and Swing Line Lenders consent to such Revolving Credit Borrower Designation and if the requirements described in paragraph (b) below are satisfied or waived, the Administrative Agent shall so notify the Collateral Agent and the Revolving Credit Borrowers and such Subsidiary shall thereupon become a “Designated Subsidiary” for purposes of this Agreement and, as such, shall have all of the rights and obligations of a Revolving Credit Borrower hereunderrequest.

Designated Subsidiaries. (a) Xxxx xxx, GWI may at any time and from time to time designate any Subsidiary (other than the Aus JV and its Subsidiaries) as a Designated Subsidiary (each such designation a “Designation”) by delivery delivering an Election to Participate to the Administrative Agent Agent. Each such Election to Participate shall indicate (x) whether such Designated Subsidiary intends to (1) borrow Term Loans pursuant to the provisions of §6.18 or (2) establish Revolving Loan Commitments pursuant to the provisions of §6.18 or (3) otherwise establish Designated Subsidiary Commitments to such Designated Subsidiary, which shall be offset by a written notice, request to designate corresponding and equivalent reduction as designated by GWI in one or more of its direct or indirect wholly-owned Subsidiaries the Aggregate Canadian Revolving Loan Commitments, Aggregate European Commitments, Aggregate Australian Revolving Loan Commitments, Aggregate UK Revolving Loan Commitments and Aggregate Other Designated Subsidiary Commitments such that the Total Commitment in effect immediately before such Designation shall be equal to the Total Commitment immediately after, and after giving effect to, such Designation (other than including after giving effect to any increase of commitments pursuant to §6.18 entered into in connection with such Designation) (each such adjustment pursuant to this §6.23(a), a Subsidiary “Commitment Adjustment”); provided that previously was designated as a Revolving Credit Borrower but ceased to be a Revolving Credit Borrower each such Commitment Adjustment pursuant to a resignation effected under paragraph Designation shall be subject to the following conditions: (ci) belowreallocation of Applicable Commitment amounts shall be made only between the offices or Affiliates of Applicable Lenders such that the sum of all the applicable Commitments of each Applicable Lender and its Affiliates shall not be increased or decreased as a result of any such reallocation, (ii) as no Designation shall increase the Aggregate Foreign Currency Revolving Loan Commitments in excess of $500,000,000, (iii) the total Designated Subsidiary Commitments and Term Loans to a Designated Subsidiary shall not exceed $75,000,000, (iv) each reallocation shall be made pro rata among the Lenders whose Applicable Commitments are being reallocated from one Applicable Commitment to another, but shall not cause the Applicable Commitments of any other Lenders to change (but will result in a change in Commitment Percentages), (v) in no event shall (A) the Aggregate Domestic Revolving Loan Commitments be reduced to an amount less than the greater of (x) $125,000,000 and (y) the Total Domestic Revolver Exposure; (B) the Aggregate Canadian Revolving Loan Commitments be reduced to an amount less than the Total Canadian Revolver Exposure; (C) the Aggregate European Commitments be reduced to an amount less than the Total European Exposure; (D) the Aggregate Australian Revolving Loan Commitments be reduced to an amount less than the Total Australian Revolver Exposure; or (E) the Aggregate UK Revolving Loan Commitments be reduced to an amount less than the Total UK Revolver Exposure and (y) shall indicate the currencies the Loans to be made to the Designated Subsidiary shall be denominated (such currency, a “Designated Subsidiary” for purposes Subsidiary Alternative Currency”); provided that such currencies shall be an Alternative Currency. Each such Election to Participate shall be duly executed on behalf of this Agreement and to have such Subsidiary have all and GWI in such number of the rights and obligations of a Revolving Credit Borrower hereunder (a “Revolving Credit Borrower Designation”). The Administrative Agent shall promptly notify the Collateral Agent and each Revolving Credit Lender, Issuing Bank and Swing Line Lender of each Revolving Credit Borrower Designation by Xxxx and the identity of the respective Subsidiary. Each Revolving Credit Lender, Issuing Bank and Swing Line Lender shall notify the Administrative Agent, not later than 11:00 A.M. (New York City time), ten Business Days after receipt of such request (or such shorter period copies as the Administrative Agent may agree) whether it consents (such consent not to be unreasonably withheld or delayed) to such Revolving Credit Borrower Designation. Any failure by a Revolving Credit Lender, Issuing Bank or Swing Line Lender to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such Person to consent to such Revolving Credit Borrower Designation. If the Administrative Agent and all the Revolving Credit Lenders, Issuing Banks and Swing Line Lenders consent to such Revolving Credit Borrower Designation and if the requirements described in paragraph (b) below are satisfied or waived, the Administrative Agent shall so notify the Collateral Agent and the Revolving Credit Borrowers and such Subsidiary shall thereupon become a “Designated Subsidiary” for purposes of this Agreement and, as such, shall have all of the rights and obligations of a Revolving Credit Borrower hereunderrequest.

Designated Subsidiaries. (a) Xxxx xxx, Borrower may from time to time exclude, by delivery delivering a written notice to the Administrative Agent together with such other information as the Agent or any Bank shall reasonably request, a Subsidiary or Subsidiaries of the Borrower (whether now owned or acquired or formed after the date hereof) from being a written noticeGuarantor hereunder (each such excluded Subsidiary being called herein a "Designated Subsidiary") provided that the Designated Subsidiaries shall not at any time have aggregate gross revenues or assets that, request to designate one individually or in the aggregate, constitute 10% or more of the gross revenues or assets of the Borrower and its direct Consolidated Subsidiaries. Schedule 5.04 sets forth a list of the Designated Subsidiaries as of the date hereof. Holding Company Subsidiary and the Subsidiaries of Holding Company Subsidiary (all of which shall be Wholly-Owned) shall at all times be designated by the Borrower as Designated Subsidiaries. Any Subsidiary designated by the Borrower as a Designated Subsidiary after the date hereof shall be deemed added to Schedule 5.04 upon Agent's receipt of the notice provided for in the first sentence of this Section 5.04. In the event that the Designated Subsidiaries at any time have aggregate gross revenues or indirect wholly-owned assets that, individually or in the aggregate, constitute 10% or more of the gross revenues or assets of the Borrower and its Consolidated Subsidiaries, the Borrower shall immediately provide a notice to Agent specifying which Subsidiary or Subsidiaries (other than a Holding Company Subsidiary that previously was designated as a Revolving Credit Borrower but ceased and its Wholly-Owned Subsidiaries) are to be a Revolving Credit Borrower pursuant to a resignation effected under paragraph (c) below) as a “removed from the list of Designated Subsidiary” for purposes of this Agreement and to have such Subsidiary have all Subsidiaries on Schedule 5.04. Any Subsidiaries of the rights and obligations of a Revolving Credit Borrower hereunder (a “Revolving Credit Borrower Designation”). The Administrative Agent shall promptly notify the Collateral Agent and each Revolving Credit Lender, Issuing Bank and Swing Line Lender of each Revolving Credit Borrower Designation by Xxxx and the identity of the respective Subsidiary. Each Revolving Credit Lender, Issuing Bank and Swing Line Lender shall notify the Administrative Agent, that are not later than 11:00 A.M. (New York City time), ten Business Days after receipt of such request (or such shorter period as the Administrative Agent may agree) whether it consents (such consent not to be unreasonably withheld or delayed) to such Revolving Credit Borrower Designation. Any failure by a Revolving Credit Lender, Issuing Bank or Swing Line Lender to respond to such request within the time period specified in the preceding sentence Designated Subsidiaries shall be deemed to be a refusal by such Person to consent to such Revolving Credit Borrower Designation. If the Administrative Agent and all the Revolving Credit Lenders, Issuing Banks and Swing Line Lenders consent to such Revolving Credit Borrower Designation and if the requirements described in paragraph (b) below are satisfied or waived, the Administrative Agent shall so notify the Collateral Agent and the Revolving Credit Borrowers and such Subsidiary shall thereupon become a “Designated Subsidiary” for purposes of this Agreement and, as such, shall have all of the rights and obligations of a Revolving Credit Borrower Guarantors hereunder.