Common use of Designation of Restricted Subsidiaries Clause in Contracts

Designation of Restricted Subsidiaries. So long as no Default or Event of Default has occurred and is continuing, at the option of the Borrower, on prior written notice to the Administrative Agent, redesignate any Restricted Subsidiary as an Unrestricted Subsidiary (or designate any newly formed or acquired Subsidiary as an Unrestricted Subsidiary; provided that such formation or acquisition is otherwise permitted hereunder), so long as the Administrative Agent reasonably determines that at the time of such proposed designation (or redesignation, as applicable), and after giving effect thereto, the Unrestricted Subsidiaries and their respective Subsidiaries (including the Subsidiary and its respective Subsidiaries to be designated or redesignated, as applicable, as an Unrestricted Subsidiary) (i) individually represent less than two and one half percent (2.5%) of each of (A) the Consolidated EBITDA of the Borrower and its Subsidiaries for the four (4) consecutive fiscal quarters most recently ended prior to such date and (B) the Consolidated assets of the Borrower and its Subsidiaries as of the most recently ended fiscal quarter prior to such date and (ii) collectively represent in the aggregate less than five percent (5%) of each of (A) the Consolidated EBITDA of the Borrower and its Subsidiaries for the four (4) consecutive fiscal quarters most recently ended prior to such date and (B) the Consolidated assets of the Borrower and its Subsidiaries as of the most recently ended fiscal quarter prior to such date. Such designation (or redesignation, as applicable) shall have an effective date mutually acceptable to the Administrative Agent and Borrower, but in no event earlier than five (5) Business Days following receipt by the Administrative Agent of such written notice. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of such designation in an amount equal to the net book value of the Borrower and its Restricted Subsidiaries’ Investment therein. No Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary if it was previously designated as an Unrestricted Subsidiary. Notwithstanding anything to the contrary in this Agreement, solely for the purposes of this subsection (d) and subsection (c) of this Section EBITDA (and all components thereof) shall be calculated to include the Borrower and each of its Subsidiaries (other than any Permitted Franchisee Financing SPE ), including each Unrestricted Subsidiary

Designation of Restricted Subsidiaries. So long The board of directors of the Borrower may at any time designate any Restricted Subsidiary (other than the Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default has shall have occurred and is be continuing, at the option of the Borrower, on prior written notice to the Administrative Agent, redesignate any Restricted Subsidiary as an Unrestricted Subsidiary (or designate any newly formed or acquired Subsidiary as an Unrestricted Subsidiary; provided that such formation or acquisition is otherwise permitted hereunder), so long as the Administrative Agent reasonably determines that at the time of such proposed designation (or redesignation, as applicable), and ii) immediately after giving effect theretoto such designation, the Unrestricted Subsidiaries and their respective Subsidiaries Total Leverage Ratio (including the Subsidiary and its respective Subsidiaries to be designated or redesignated, determined on a Pro Forma Basis in accordance with Section 1.02) as applicable, as an Unrestricted Subsidiary) (i) individually represent less than two and one half percent (2.5%) of each of (A) the Consolidated EBITDA of the Borrower and its Subsidiaries for the four (4) consecutive fiscal quarters most recently ended prior to such date and (B) the Consolidated assets of the Borrower and its Subsidiaries as last day of the most recently ended Test Period shall be less than or equal to the applicable ratio set forth in Section 7.02(e) for the fiscal quarter prior in which such Test Period ends and (iii) as a condition precedent to such date and (ii) collectively represent in the aggregate less than five percent (5%) of each of (A) the Consolidated EBITDA of designation, the Borrower and its Subsidiaries for the four (4) consecutive fiscal quarters most recently ended prior to such date and (B) the Consolidated assets of the Borrower and its Subsidiaries as of the most recently ended fiscal quarter prior to such date. Such designation (or redesignation, as applicable) shall have an effective date mutually acceptable delivered to the Administrative Agent and Borrower, but an officer’s certificate setting forth (in no event earlier than five reasonable detail) the calculations demonstrating compliance with preceding clause (5) Business Days following receipt by the Administrative Agent of such written noticeii). The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of such designation in an amount equal to the net book fair market value as determined by the Borrower in good faith of the Borrower and its Borrower’s or the applicable Restricted Subsidiaries’ Subsidiary’s (as applicable) Investment therein, and such Investment shall be permitted by Section 7.02(h) at such time. No The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Debt or Liens of such Subsidiary existing at such time and a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value as determined by the Borrower in good faith at the date of such designation of the Borrower’s or the applicable Restricted Subsidiary’s (as applicable) Investment in such Subsidiary. Notwithstanding the foregoing, any Unrestricted Subsidiary that has been re-designated a Restricted Subsidiary may not be redesignated as an Unrestricted Subsidiary if it was previously subsequently re-designated as an Unrestricted Subsidiary. Notwithstanding anything to the contrary in this Agreement, solely for the purposes of this subsection (d) and subsection (c) of this Section EBITDA (and all components thereof) shall be calculated to include the Borrower and each of its Subsidiaries (other than any Permitted Franchisee Financing SPE ), including each Unrestricted Subsidiary.

Designation of Restricted Subsidiaries. So long The Company may designate or redesignate any Unrestricted Subsidiary as no Default a Restricted Subsidiary and may designate or Event of Default has occurred and is continuing, at the option of the Borrower, on prior written notice to the Administrative Agent, redesignate any Restricted Subsidiary as an Unrestricted Subsidiary (or designate any newly formed or acquired Subsidiary as an Unrestricted Subsidiary; provided that: (a) the Company shall have given not less than 30 days’ prior written notice to the holders of the Notes that a Senior Financial Officer has made such formation or acquisition is otherwise permitted hereunder)determination, so long as the Administrative Agent reasonably determines that (b) at the time of such proposed designation or redesignation and immediately after giving effect thereto, no Default or Event of Default would exist, (or redesignation, c) in the case of the designation of a Restricted Subsidiary as applicable), an Unrestricted Subsidiary and after giving effect thereto, such Unrestricted Subsidiary so designated shall not, directly or indirectly, own any Debt or capital stock of the Company or any Restricted Subsidiary, (d) in the case of the designation of an Unrestricted Subsidiaries and their respective Subsidiaries (including the Subsidiary as a Restricted Subsidiary and its respective Subsidiaries to after giving effect thereto, all existing Priority Debt of such Restricted Subsidiary so designated shall be permitted within the limitations of Section 10.3(b) and all existing Liens of such Restricted Subsidiary so designated shall be permitted within the applicable limitations of Section 10.4, notwithstanding that any such Priority Debt or redesignatedLien existed as of the date of Closing, as applicable, (e) in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary) (i) individually represent less than two and one half percent (2.5%) , such Restricted Subsidiary shall not at any time after the date of each of (A) the Consolidated EBITDA of the Borrower and its Subsidiaries for the four (4) consecutive fiscal quarters most recently ended prior to such date and (B) the Consolidated assets of the Borrower and its Subsidiaries as of the most recently ended fiscal quarter prior to such date and (ii) collectively represent in the aggregate less than five percent (5%) of each of (A) the Consolidated EBITDA of the Borrower and its Subsidiaries for the four (4) consecutive fiscal quarters most recently ended prior to such date and (B) the Consolidated assets of the Borrower and its Subsidiaries as of the most recently ended fiscal quarter prior to such date. Such designation (or redesignation, as applicable) shall this Agreement have an effective date mutually acceptable to the Administrative Agent and Borrower, but in no event earlier than five (5) Business Days following receipt by the Administrative Agent of such written notice. The designation of any Subsidiary previously been designated as an Unrestricted Subsidiary more than once, and (f) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, such Unrestricted Subsidiary shall constitute an Investment by the Borrower therein not at any time after the date of such designation in an amount equal to the net book value of the Borrower and its Restricted Subsidiaries’ Investment therein. No this Agreement have previously been designated as a Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary if it was previously designated as an Unrestricted Subsidiary. Notwithstanding anything to the contrary in this Agreement, solely for the purposes of this subsection (d) and subsection (c) of this Section EBITDA (and all components thereof) shall be calculated to include the Borrower and each of its Subsidiaries (other more than any Permitted Franchisee Financing SPE ), including each Unrestricted Subsidiaryonce.

Designation of Restricted Subsidiaries. So long The Company may designate or redesignate any Unrestricted Subsidiary as no Default a Restricted Subsidiary and may designate or Event of Default has occurred and is continuing, at the option of the Borrower, on prior written notice to the Administrative Agent, redesignate any Restricted Subsidiary as an Unrestricted Subsidiary Subsidiary; provided that: (a) the Company shall have given not less than 30 days’ prior written notice to the holders of the Notes that a Senior Financial Officer has made such determination, (b) immediately after giving effect to the designation or designate any newly formed redesignation, as the case may be, no Default or acquired Event of Default would exist, (c) in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary; provided that such formation or acquisition is otherwise permitted hereunder), so long as the Administrative Agent reasonably determines that at the time of such proposed designation (or redesignation, as applicable), Subsidiary and after giving effect thereto, such Unrestricted Subsidiary so designated shall not, directly or indirectly, own any Debt (other than Debt that could at the time of such designation be incurred within the limitations of this Agreement) or capital stock of the Trust or any Restricted Subsidiary, (d) in the case of the designation of an Unrestricted Subsidiaries and their respective Subsidiaries (including the Subsidiary as a Restricted Subsidiary and its respective Subsidiaries to after giving effect thereto, all existing Priority Debt of such Restricted Subsidiary so designated shall be permitted within the limitations of Section 10.3(b) and all existing Liens of such Restricted Subsidiary so designated shall be permitted within the applicable limitations of Section 10.4, notwithstanding that any such Priority Debt or redesignatedLien existed as of the date of Closing, as applicable, (e) in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary) (i) individually represent less than two and one half percent (2.5%) , such Restricted Subsidiary shall not at any time after the date of each of (A) the Consolidated EBITDA of the Borrower and its Subsidiaries for the four (4) consecutive fiscal quarters most recently ended prior to such date and (B) the Consolidated assets of the Borrower and its Subsidiaries as of the most recently ended fiscal quarter prior to such date and (ii) collectively represent in the aggregate less than five percent (5%) of each of (A) the Consolidated EBITDA of the Borrower and its Subsidiaries for the four (4) consecutive fiscal quarters most recently ended prior to such date and (B) the Consolidated assets of the Borrower and its Subsidiaries as of the most recently ended fiscal quarter prior to such date. Such designation (or redesignation, as applicable) shall this Agreement have an effective date mutually acceptable to the Administrative Agent and Borrower, but in no event earlier than five (5) Business Days following receipt by the Administrative Agent of such written notice. The designation of any Subsidiary previously been designated as an Unrestricted Subsidiary more than once, and (f) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, such Unrestricted Subsidiary shall constitute an Investment by the Borrower therein not at any time after the date of such designation in an amount equal to the net book value of the Borrower and its Restricted Subsidiaries’ Investment therein. No this Agreement have previously been designated as a Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary if it was previously designated as an Unrestricted Subsidiary. Notwithstanding anything to the contrary in this Agreement, solely for the purposes of this subsection (d) and subsection (c) of this Section EBITDA (and all components thereof) shall be calculated to include the Borrower and each of its Subsidiaries (other more than any Permitted Franchisee Financing SPE ), including each Unrestricted Subsidiaryonce.

Designation of Restricted Subsidiaries. So long as no Default or Event of Default has occurred and is continuing, at the option of the Borrower, on prior written notice to the Administrative Agent, redesignate any Restricted Subsidiary as an Unrestricted Subsidiary (or designate any newly formed or acquired Subsidiary as an Unrestricted Subsidiary; provided that such formation or acquisition is otherwise permitted hereunder), so long as the Administrative Agent reasonably determines that at the time of such proposed designation (or redesignation, as applicable), and after giving effect thereto, the Unrestricted Subsidiaries and their respective Subsidiaries (including the Subsidiary and its respective Subsidiaries to be designated or redesignated, as applicable, as an Unrestricted Subsidiary) (i) individually represent less than two and one half percent (2.5%) of each of (A) the Consolidated EBITDA of the Borrower and its Subsidiaries (notwithstanding any definition thereof, calculated to include all Unrestricted Subsidiaries) for the four (4) consecutive fiscal quarters most recently ended prior to such date and (B) the Consolidated assets of the Borrower and its Subsidiaries (notwithstanding any definition thereof, calculated to include all Unrestricted Subsidiaries) as of the most recently ended fiscal quarter prior to such date and (ii) collectively represent in the aggregate less than five percent (5%) of each of (A) the Consolidated EBITDA of the Borrower and its Subsidiaries (notwithstanding any definition thereof, calculated to include all Unrestricted Subsidiaries) for the four (4) consecutive fiscal quarters most recently ended prior to such date and (B) the Consolidated assets of the Borrower and its Subsidiaries (notwithstanding any definition thereof, calculated to include all Unrestricted Subsidiaries) as of the most recently ended fiscal quarter prior to such date. Such designation (or redesignation, as applicable) shall have an effective date mutually acceptable to the Administrative Agent and Borrower, but in no event earlier than five (5) Business Days following receipt by the Administrative Agent of such written notice. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of such designation in an amount equal to the net book value of the Borrower and its Restricted Subsidiaries’ Investment therein. No Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary if it was previously designated as an Unrestricted Subsidiary. Notwithstanding anything to the contrary in this Agreement, solely for the purposes of this subsection (d) and subsection (c) of this Section EBITDA (and all components thereof) shall be calculated to include the Borrower and each of its Subsidiaries (other than any Permitted Franchisee Financing SPE ), including each Unrestricted Subsidiary.

Designation of Restricted Subsidiaries. So long The Borrower may at any time designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary upon written notice to the Administrative Agent; provided that (a) immediately before and after such designation, no Default or Event of Default has shall have occurred and is be continuing, at (b) immediately after giving effect to such designation, the option Borrower shall be in compliance on a Pro Forma Basis with the financial covenants set forth in Section 6.16, and, as a condition precedent to the effectiveness of any such designation, the Borrower, on prior written notice Borrower shall deliver to the Administrative AgentAgent a certificate setting forth in reasonable detail the calculations demonstrating compliance with such financial covenants, redesignate any (c) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary, (or designate any newly formed or acquired d) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary; provided that such formation or acquisition is otherwise permitted hereunder), so long as ” for the Administrative Agent reasonably determines that purpose of any Specified Indebtedness and (e) at all times the time aggregate Consolidated EBITDA of such proposed designation (or redesignation, as applicable), and after giving effect thereto, the Unrestricted Subsidiaries and their respective Subsidiaries (including the Subsidiary Borrower and its respective Restricted Subsidiaries to be designated or redesignated, as applicable, as an Unrestricted Subsidiary) (i) individually represent less than two and one half percent (2.5%) shall equal at least 90% of each of (A) the Consolidated EBITDA of the Borrower and its Subsidiaries for the four (4) consecutive fiscal quarters most recently ended prior to such date and (B) the Consolidated assets of if the Borrower and its Subsidiaries as is at any time in violation of the most recently ended fiscal quarter prior to such date and this clause (iie) collectively represent in the aggregate less than five percent (5%) of each of (A) the Consolidated EBITDA of the Borrower and its Subsidiaries for the four (4) consecutive fiscal quarters most recently ended prior to such date and (B) the Consolidated assets of the Borrower and its Subsidiaries as of the most recently ended fiscal quarter prior to such date. Such designation (it shall immediately designate an Unrestricted Subsidiary or redesignationUnrestricted Subsidiaries, as applicable) shall have an effective date mutually acceptable , as Restricted Subsidiaries to the Administrative Agent extent necessary so that after giving effect to such designation(s) the Borrower is in compliance with this clause (e)); provided, further, that it is understood and Borroweragreed, but in that no event earlier than five (5) Business Days following receipt by Borrower or Subsidiary Guarantor may be designated as an Unrestricted Subsidiary unless it is not required to be a Subsidiary Guarantor pursuant to the Administrative Agent of such written noticeterms hereof. The designation of any Subsidiary as an Unrestricted Subsidiary after the Funding Date shall constitute (i) an Investment by the Borrower therein at the date of such designation in an amount equal to the net book fair market value of the Borrower and Borrower’s or its Restricted Subsidiaries’ Investment therein. No Restricted (as applicable) Investments therein and (B) the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary may be redesignated as an Unrestricted Subsidiary if it was previously designated as an Unrestricted Subsidiary. Notwithstanding anything to the contrary in this Agreement, solely for the purposes of this subsection (d) and subsection (c) of this Section EBITDA (and all components thereof) shall be calculated to include the Borrower and each of its Subsidiaries (other than any Permitted Franchisee Financing SPE ), including each Unrestricted Subsidiaryexisting at such time.

Designation of Restricted Subsidiaries. So long as no Default or Event of Default has occurred and is continuing, at the option of the BorrowerBorrower shall be permitted, on prior written notice to the Administrative Agent, to redesignate any Restricted Subsidiary as an Unrestricted Subsidiary (or designate any newly formed or acquired Subsidiary as an Unrestricted Subsidiary; provided that such formation or acquisition is otherwise permitted hereunder), so long as the Administrative Agent reasonably determines that at the time of such proposed designation (or redesignation, as applicable), and after giving effect thereto, the all Unrestricted Subsidiaries and their respective Subsidiaries (including the Subsidiary and its respective Subsidiaries to be designated or redesignated, as applicable, as an Unrestricted Subsidiary) (i) individually represent less no more than two and one half thirty percent (2.530%) of each of (A) the Consolidated EBITDA of the Borrower and its Subsidiaries (notwithstanding the definition thereof, calculated to include all Unrestricted Subsidiaries, but excluding Non-Recourse Debt Service) for the four (4) consecutive fiscal quarters Fiscal Quarters most recently ended prior to such date and (B) the Consolidated assets of the Borrower and its Subsidiaries as of the most recently ended fiscal quarter prior to such date and (ii) collectively represent in the aggregate less than five percent (5%) of each of (A) the Consolidated EBITDA of the Borrower and its Subsidiaries for the four (4) consecutive fiscal quarters most recently ended prior to such date and (B) the Consolidated assets of the Borrower and its Subsidiaries as of the most recently ended fiscal quarter prior to such date. Such designation (or redesignation, as applicable) shall have an effective date mutually acceptable to the Administrative Agent and Borrower, but in no event earlier than five (5) Business Days following receipt by the Administrative Agent of such written notice. The designation of any Subsidiary Effective as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of such designation in an amount equal to the net book value of the Borrower Acquisition Date, the CPT Acquisition Subsidiary and its Subsidiaries existing on the Closing Date shall be Restricted Subsidiaries’ Investment therein. No Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary if it was previously designated as an Unrestricted Subsidiary. Notwithstanding anything , subject to the contrary in this Agreement, solely for the purposes of this subsection (d) and subsection (c) of this Section EBITDA (and all components thereof) shall be calculated to include the Borrower and each of its Subsidiaries (other than any Permitted Franchisee Financing SPE 9.11(d), including each Unrestricted Subsidiary.

Designation of Restricted Subsidiaries. So long as no Default or Event of Default has occurred and is continuing, at the option of the Borrower, on prior written notice to the Administrative Agent, redesignate any Restricted Subsidiary as an Unrestricted Subsidiary The Cdn Borrower may designate (or designate any newly formed re-designate) its Subsidiaries as Restricted Subsidiaries or acquired Subsidiary as an Unrestricted Subsidiary; Subsidiaries provided that such formation or acquisition is otherwise permitted hereunder), so long as the Administrative Agent reasonably determines that (i) at the time of any such proposed designation (or redesignation, as applicablere-designation), and after giving effect theretono Event of Default exists or results therefrom, (ii) without the consent of the Majority Lenders, the Unrestricted Subsidiaries and their respective Subsidiaries Cdn Borrower shall not be permitted to re-designate any Subsidiary more than two (including 2) times, (iii) any re-designation shall be effective as of the end of a fiscal quarter of the Cdn Borrower, (iv) no Subsidiary and its respective Subsidiaries to may be designated as a Restricted Subsidiary to the extent such Subsidiary would be prohibited from distributing its earnings in cash to its shareholders as a consequence of any restriction arising out of any agreement, constating document, foreign exchange or redesignatedcurrency control, Applicable Law or Lien, and (v) no Subsidiary may be designated as applicablea Restricted Subsidiary unless it is a wholly-owned Subsidiary of the Cdn Borrower, as an Unrestricted Subsidiary) provided however that, notwithstanding the forgoing provisions of this clause (v), in the case of any Permitted Acquisition of any public company (a “Public Company Acquisition”), such public company may, subject to the conditions hereinabove contemplated in clauses (i) individually represent less than two and one half percent to (2.5%iv) of each of this paragraph, be designated as a Restricted Subsidiary on condition that (Ay) the Consolidated EBITDA upon such Permitted Acquisition, such public company shall be a Subsidiary of the Borrower and its Subsidiaries for the four (4) consecutive fiscal quarters most recently ended prior to such date Cdn Borrower, and (Bz) the Consolidated assets such Subsidiary shall become a wholly-owned Subsidiary of the Cdn Borrower and its Subsidiaries as within 90 days following such Permitted Acquisition, it being agreed that if such Subsidiary does not so become a wholly-owned Subsidiary of the most recently ended fiscal quarter prior Cdn Borrower within such delay, then such Subsidiary shall cease to be considered for all purposes of this Agreement as a Restricted Subsidiary upon the expiry of such date 90-day delay (in which case such Subsidiary shall thereupon be released of its obligations as a CREDIT AGREEMENT – PAGE 45 guarantor of the Obligations pursuant to the relevant Guarantee Agreement). The parties hereto acknowledge and agree that the UK Target Acquisition is a “Public Company Acquisition” for purposes of this Agreement. Within (i) 60 days, in the case of any Public Company Acquisition, or (ii) collectively represent 20 days in any other case, of any such Subsidiary becoming a Restricted Subsidiary, the aggregate less than five percent (5%) Borrowers shall cause such Person to solidarily guarantee the Obligations. For such purpose, the Borrowers shall cause such Subsidiary to become party to a Guarantee Agreement provided that if the guarantee of each of (A) any such Subsidiary is required by Applicable Law to be limited, the Consolidated EBITDA of the Borrower and its Subsidiaries for the four (4) consecutive fiscal quarters most recently ended prior to such date and (B) the Consolidated assets of the Borrower and its Subsidiaries as of the most recently ended fiscal quarter prior to such date. Such designation (or redesignation, as applicable) limitation shall have an effective date mutually be acceptable to the Administrative Agent and BorrowerMajority Lenders, it being understood that the Majority Lenders shall not be required to accept a Subsidiary as a Restricted Subsidiary in the event of any such limitation, but will act reasonably in no event earlier than five (5) Business Days following receipt by the Administrative Agent of accepting or rejecting any such written notice. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of such designation in an amount equal to the net book value of the Borrower and its a Restricted Subsidiaries’ Investment therein. No Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary if it was previously designated as an Unrestricted Subsidiary. Notwithstanding anything to the contrary in this any Operative Document in respect of the continuing nature of the obligations as a Guarantor under a Guarantee Agreement, solely for if any Restricted Subsidiary is re-designated as an Unrestricted Subsidiary in accordance with the purposes of this subsection (d) and subsection (c) provisions of this Section EBITDA (10.2, such Subsidiary shall automatically cease to be a guarantor under the relevant Guarantee Agreement and all components thereof) shall be calculated to include the Borrower and each released of its Subsidiaries (other than any Permitted Franchisee Financing SPE ), including each Unrestricted Subsidiaryobligations thereunder.

Designation of Restricted Subsidiaries. So long as no Default or Event of Default has occurred and is continuing, at the option of the Borrower, on prior written notice to the Administrative Agent, redesignate any Restricted Subsidiary as an Unrestricted Subsidiary The Cdn Borrower may designate (or designate any newly formed re-designate) its Subsidiaries as Restricted Subsidiaries or acquired Subsidiary as an Unrestricted Subsidiary; Subsidiaries provided that such formation or acquisition is otherwise permitted hereunder), so long as the Administrative Agent reasonably determines that (i) at the time of any such proposed designation (or redesignation, as applicablere-designation), and after giving effect theretono Event of Default exists or results therefrom, (ii) without the consent of the Majority Lenders, the Unrestricted Subsidiaries and their respective Subsidiaries Cdn Borrower shall not be permitted to re-designate any Subsidiary more than two (including 2) times, (iii) any re-designation shall be effective as of the end of a fiscal quarter of the Cdn Borrower, (iv) no Subsidiary and its respective Subsidiaries to may be designated as a Restricted Subsidiary to the extent such Subsidiary would be prohibited from distributing its earnings in cash to its shareholders as a consequence of any restriction arising out of any agreement, constating document, foreign exchange or redesignatedcurrency control, Applicable Law or Lien, and (v) no Subsidiary may be designated as applicablea Restricted Subsidiary unless it is a wholly-owned Subsidiary of the Cdn Borrower, as an Unrestricted Subsidiary) provided however that, notwithstanding the forgoing provisions of this clause (v), in the case of any Permitted Acquisition of any public company (a “Public Company Acquisition”), such public company may, subject to the conditions hereinabove contemplated in clauses (i) individually represent less than two and one half percent to (2.5%iv) of each of this paragraph, be designated as a Restricted Subsidiary on condition that (Ay) the Consolidated EBITDA upon such Permitted Acquisition, such public company shall be a Subsidiary of the Borrower and its Subsidiaries for the four (4) consecutive fiscal quarters most recently ended prior to such date Cdn Borrower, and (Bz) the Consolidated assets such Subsidiary shall become a wholly-owned Subsidiary of the Cdn Borrower and its Subsidiaries as within 90 days following such Permitted Acquisition, it being agreed that if such Subsidiary does not so become a wholly-owned Subsidiary of the most recently ended fiscal quarter prior Cdn Borrower within such delay, then such Subsidiary shall cease to be considered for all purposes of this Agreement as a Restricted Subsidiary upon the expiry of such date and 90-day delay (in which case such Subsidiary shall thereupon be released of its obligations as a guarantor of the Obligations pursuant to the Guarantee Agreement) . Within (i) 60 days, in the case of any Public Company Acquisition, or (ii) collectively represent 20 days in any other case, of any such Subsidiary becoming a Restricted Subsidiary, the aggregate less than five percent (5%) Borrowers shall cause such Person to solidarily guarantee the Obligations. For such purpose, the Borrowers shall cause such Subsidiary to become party to the Guarantee Agreement provided that if the guarantee of each of (A) any such Subsidiary is required by Applicable Law to be limited, the Consolidated EBITDA of the Borrower and its Subsidiaries for the four (4) consecutive fiscal quarters most recently ended prior to such date and (B) the Consolidated assets of the Borrower and its Subsidiaries as of the most recently ended fiscal quarter prior to such date. Such designation (or redesignation, as applicable) limitation shall have an effective date mutually be acceptable to the Administrative Agent and BorrowerMajority Lenders, it being understood that the Majority Lenders shall not be required to accept a Subsidiary as a Restricted Subsidiary in the event of any such limitation, but will act reasonably in no event earlier than five (5) Business Days following receipt by the Administrative Agent of accepting or rejecting any such written notice. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of such designation in an amount equal to the net book value of the Borrower and its a Restricted Subsidiaries’ Investment therein. No Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary if it was previously designated as an Unrestricted Subsidiary. Notwithstanding anything to the contrary in this Agreement, solely for the purposes of this subsection (d) and subsection (c) of this Section EBITDA (and all components thereof) shall be calculated to include the Borrower and each of its Subsidiaries (other than any Permitted Franchisee Financing SPE ), including each Unrestricted Subsidiary.

Designation of Restricted Subsidiaries. So long as no Default or Event of Default has occurred and is continuing, at the option of the Borrower, on prior written notice to the Administrative Agent, redesignate any Restricted Subsidiary as an Unrestricted Subsidiary (or designate any newly formed or acquired Subsidiary as an Unrestricted Subsidiary; provided that such formation or acquisition is otherwise permitted hereunder), so long as the Administrative Agent reasonably determines that at the time of such proposed designation (or redesignation, as applicable), and after giving effect thereto, the Unrestricted Subsidiaries and their respective Subsidiaries (including the Subsidiary and its respective Subsidiaries to be designated or redesignated, as applicable, as an Unrestricted Subsidiary) (i) individually represent less than two and one half percent (2.5%) of each of (A) the Consolidated EBITDA of the Borrower and its Subsidiaries for the four (4) consecutive fiscal quarters most recently ended prior to such date and (B) the Consolidated assets of the Borrower and its Subsidiaries as of the most recently ended fiscal quarter prior to such date and (ii) collectively represent in the aggregate less than five percent (5%) of each of (A) the Consolidated EBITDA of the Borrower and its Subsidiaries for the four (4) consecutive fiscal quarters most recently ended prior to such date and (B) the Consolidated assets of the Borrower and its Subsidiaries as of the most recently ended fiscal quarter prior to such date. Such designation (or redesignation, as applicable) shall have an effective date mutually acceptable to the Administrative Agent and Borrower, but in no event earlier than five (5) Business Days following receipt by the Administrative Agent of such written notice. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of such designation in an amount equal to the net book value of the Borrower and its Restricted Subsidiaries’ Investment therein. No Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary if it was previously designated as an Unrestricted Subsidiary. Notwithstanding anything to the contrary in this Agreement, solely for the purposes of this subsection (d) and subsection (c) of this Section EBITDA (and all components thereof) shall be calculated to include the Borrower and each of its Subsidiaries (other than any Permitted Franchisee Financing SPE ), including each Unrestricted Subsidiary.