Common use of Designation of Subsidiary Borrowers Clause in Contracts

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

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

Designation of Subsidiary Borrowers. The Subject to the terms and conditions of this Section (including paragraph (b) of this Section), the Company may may, at any time and or from time to time designate any Eligible Domestic upon not less than 20 Business Days’ notice to the Administrative Agent (or such other period which is acceptable to the Administrative Agent), request that a wholly-owned Subsidiary specified in such notice become a party to this Agreement as a Domestic Subsidiary Borrower or Borrower; provided that each such designation shall be subject to the prior approval of the Administrative Agent (which approval shall not be unreasonably withheld). The Administrative Agent shall, upon receipt of such notice from the Company, promptly notify each Lender of the Company’s request to designate a new Subsidiary Borrower; provided that in the case of any Eligible such notice from the Company requesting to designate a Foreign Subsidiary as a Foreign Subsidiary Borrower by delivery to Borrower, (i) the Administrative Agent shall notify each Lender of a Borrowing Subsidiary Agreement executed such request at least five days prior to granting approval of such designation and (ii) if any Lender notifies the Administrative Agent within five Business Days of such Lender’s receipt of such notice that neither it nor any of its branches or Affiliates is permitted by applicable Requirements of Law to make Loans to, and participate in Letters of Credit for the account of, the relevant Foreign Subsidiary, the Administrative Agent shall withhold its approval of such Subsidiary and the Company designation. Upon such approval and the satisfaction of the other conditions precedent set forth specified in Section 4.03paragraph (b) of this Section, and upon such delivery and satisfaction such Subsidiary shall for all purposes of become a party to this Agreement be as a Subsidiary Borrower and a party entitled to borrow Loans on and subject to the terms and conditions of this Agreement; provided, that in the case of the designation of a Foreign Subsidiary Borrower, the Administrative Agent and the Lenders shall have received at least 10 Business Days prior written notice of such designation during which period the Administrative Agent and the Lenders shall have an opportunity to review drafts of the documentation to be provided under Section 4.03 in connection with such designation and to discuss such designation with the Administrative Agent and/or the Company as applicable. If the Company shall at any time execute and deliver to the Administrative Agent a Borrowing Subsidiary Termination with respect to any Subsidiary Borrower, such Subsidiary shall cease to be a Subsidiary Borrower and a party to this Agreement; provided, that no Borrowing Subsidiary Termination will become effective as to any Subsidiary Borrower at a time when any principal of or interest on any Loan to such Borrower shall be outstanding hereunder; provided, further, that such Borrowing Subsidiary Termination shall be effective to terminate the right of such Subsidiary Borrower to make further Borrowings under this Agreement. As soon as practicable upon receipt of a Borrowing Subsidiary Agreement, the Administrative Agent shall furnish a copy thereof to each Lenderpromptly notify the Lenders of the effectiveness of such designation.

Designation of Subsidiary Borrowers. The Company (a) Subject to Sections 2.21.(b) and 6.4., the Borrower Representative may at any time and from time to time upon not less than five (5) Business Days’ prior written notice to the Administrative Agent (or such shorter period as the Administrative Agent may agree) designate any Eligible Domestic Subsidiary as a Domestic Subsidiary Borrower or any Eligible Foreign Subsidiary as a Foreign Subsidiary Borrower by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement (which document may include certain limitations of the obligations of a Foreign Subsidiary signatory thereto in respect of this Agreement which are required pursuant to applicable laws of the jurisdiction of organization of such Foreign Subsidiary and which are mutually agreed upon by the Administrative Agent and the Borrower Representative) executed by such Subsidiary and the Company Borrower Representative and the satisfaction of the other conditions precedent set forth in Section 4.036.4., and upon such delivery and satisfaction such Subsidiary shall for all purposes of this Agreement be a Subsidiary Borrower and a party to this Agreement; provided, that in Agreement until the case of the designation of a Foreign Subsidiary Borrower, the Administrative Agent and the Lenders Borrower Representative shall have received at least 10 Business Days prior written notice of such designation during which period the Administrative Agent executed and the Lenders shall have an opportunity to review drafts of the documentation to be provided under Section 4.03 in connection with such designation and to discuss such designation with the Administrative Agent and/or the Company as applicable. If the Company shall at any time execute and deliver delivered to the Administrative Agent a Borrowing Subsidiary Termination with respect to any Subsidiary Borrowersuch Subsidiary, whereupon such Subsidiary shall cease to be a Subsidiary Borrower and a party to this Agreement; provided. Notwithstanding the preceding sentence, that no Borrowing Subsidiary Termination will become effective as to any Subsidiary Borrower at a time when any principal a Default or Event of or interest on any Loan to such Borrower shall be outstanding hereunder; provided, further, that such Borrowing Subsidiary Termination shall be effective to terminate the right of such Subsidiary Borrower to make further Borrowings under this AgreementDefault exists. As soon as practicable upon receipt of a Borrowing Subsidiary Agreement, the Administrative Agent shall furnish a copy thereof to each Lender. Without limiting the foregoing and except as otherwise expressly provided in Section 13.7., in connection with the initial designation of any Borrower as a Subsidiary Borrower that is a Foreign Subsidiary, this Agreement may be amended pursuant to an amendment or an amendment and restatement (a “Foreign Subsidiary Borrower Amendment”) executed by the Borrower Representative, the applicable Foreign Subsidiary and the Administrative Agent, without the consent of any other Lenders, in order to effect such amendments to this Agreement as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and its counsel, to effect this Section 2.21. as it relates to such Foreign Subsidiary or its home jurisdiction. Such Foreign Subsidiary Borrower Amendment may be in addition to, or in substitution for, a Borrowing Subsidiary Agreement.

Designation of Subsidiary Borrowers. The (a) Subject to Section 2.21.(b) and 6.4., the Company may at any time and from time to time upon not less than five (5) Business Days’ prior written notice to the Administrative Agent (or such shorter period as the Administrative Agent may agree) designate any Eligible Domestic Subsidiary as a Domestic Subsidiary Borrower or any Eligible Foreign Subsidiary as a Foreign Subsidiary Borrower by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement (which document may include certain limitations of the obligations of a Foreign Subsidiary signatory thereto in respect of this Agreement which are required pursuant to applicable laws of the jurisdiction of organization of such Foreign Subsidiary and which are mutually agreed upon by the Administrative Agent and the Company) executed by such Subsidiary and the Company and the satisfaction of the other conditions precedent set forth in Section 4.036.4., and upon such delivery and satisfaction such Subsidiary shall for all purposes of this Agreement be a Subsidiary Borrower and a party to this Agreement; provided, that in the case of the designation of a Foreign Subsidiary Borrower, the Administrative Agent and the Lenders shall have received at least 10 Business Days prior written notice of such designation during which period the Administrative Agent and the Lenders shall have an opportunity to review drafts of the documentation to be provided under Section 4.03 in connection with such designation and to discuss such designation with the Administrative Agent and/or the Company as applicable. If Agreement until the Company shall at any time execute have executed and deliver delivered to the Administrative Agent a Borrowing Subsidiary Termination with respect to any Subsidiary Borrowersuch Subsidiary, whereupon such Subsidiary shall cease to be a Subsidiary Borrower and a party to this Agreement; provided. Notwithstanding the preceding sentence, that no Borrowing Subsidiary Termination will become effective as to any Subsidiary Borrower at a time when any principal of or interest on any Loan to such Borrower shall be outstanding hereunder; provided, further, provided that such Borrowing Subsidiary Termination shall be effective to terminate the right of such Subsidiary Borrower to make request further Borrowings Credit Events under this Agreement. As soon as practicable upon receipt of a Borrowing Subsidiary Agreement, the Administrative Agent shall furnish a copy thereof to each Lender. Without limiting the foregoing and except as otherwise expressly provided in Section 13.7., in connection with the initial designation of any Borrower as a Subsidiary Borrower that is a Foreign Subsidiary, this Agreement may be amended pursuant to an amendment or an amendment and restatement (a “Foreign Subsidiary Borrower Amendment”) executed by the Company, the applicable Foreign Subsidiary and the Administrative Agent, without the consent of any other Lenders, in order to effect such amendments to this Agreement as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and its counsel, to effect this Section 2.21. as it relates to such Foreign Subsidiary or its home jurisdiction. Such Foreign Subsidiary Borrower Amendment may be in addition to, or in substitution for, a Borrowing Subsidiary Agreement.

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

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

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

Designation of Subsidiary Borrowers. The (a) Subject to Section 2.24(b), the Company may at any time and from time to time upon not less than five (5) Business Days’ prior written notice to the Administrative Agent (or such shorter period as the Administrative Agent may agree) designate any Eligible Domestic Subsidiary as a Domestic Subsidiary Borrower or and any Eligible Foreign Subsidiary as a Foreign Subsidiary Borrower by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by such Subsidiary and the Company and the satisfaction of the other conditions precedent set forth in Section 4.03, and upon such delivery and satisfaction such Subsidiary shall for all purposes of this Agreement be a Subsidiary Borrower and a party to this Agreement; provided, that in the case of the designation of a Foreign Subsidiary Borrower, the Administrative Agent and the Lenders shall have received at least 10 Business Days prior written notice of such designation during which period the Administrative Agent and the Lenders shall have an opportunity to review drafts of the documentation to be provided under Section 4.03 in connection with such designation and to discuss such designation with the Administrative Agent and/or the Company as applicable. If Agreement until the Company shall at any time execute have executed and deliver delivered to the Administrative Agent a Borrowing Subsidiary Termination with respect to any Subsidiary Borrowersuch Subsidiary, whereupon such Subsidiary shall cease to be a Subsidiary Borrower and a party to this Agreement; provided. Notwithstanding the preceding sentence, that (i) no Subsidiary may become a Subsidiary Borrower at any time such Subsidiary constitutes an Excluded Acquired Subsidiary and (ii) no Borrowing Subsidiary Termination will become effective as to any Subsidiary Borrower at a time when any principal of or interest on any Loan to such Borrower shall be outstanding hereunder; provided, further, provided that such Borrowing Subsidiary Termination shall be effective to terminate the right of such Subsidiary Borrower to make further Borrowings under this Agreement. As soon as practicable upon receipt of a Borrowing Subsidiary Agreement, the Administrative Agent shall furnish a copy thereof to each Lender.this

Designation of Subsidiary Borrowers. The Company may at any time and from time to time designate any Eligible Domestic Subsidiary as a Domestic Subsidiary Borrower or and any Eligible Foreign Subsidiary as a Foreign Subsidiary Borrower by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by such Subsidiary and the Company and the satisfaction of the other conditions precedent set forth in Section 4.03, and upon such delivery and satisfaction such Subsidiary shall for all purposes of this Agreement be a Subsidiary Borrower and a party to this Agreement; provided, that in the case of the designation of a Foreign Subsidiary Borrower, the Administrative Agent and the Lenders shall have received at least 10 Business Days prior written notice of such designation during which period the Administrative Agent and the Lenders shall have an opportunity to review drafts of the documentation to be provided under Section 4.03 in connection with such designation and to discuss such designation with the Administrative Agent and/or the Company as applicable. If Agreement until the Company shall at any time execute have executed and deliver delivered to the Administrative Agent a Borrowing Subsidiary Termination with respect to any Subsidiary Borrowersuch Subsidiary, whereupon such Subsidiary shall cease to be a Subsidiary Borrower and a party to this Agreement; provided. Notwithstanding the preceding sentence, that no Borrowing Subsidiary Termination will become effective as to any Subsidiary Borrower at a time when any principal of or interest on any Loan to such Borrower shall be outstanding hereunder; provided, further, provided that such Borrowing Subsidiary Termination shall be effective to terminate the right of such Subsidiary Borrower to make further Borrowings under this Agreement. As soon as practicable upon receipt of a Borrowing Subsidiary Agreement, the Administrative Agent shall furnish a copy thereof to each Lender. Notwithstanding anything herein to the contrary, no Foreign Subsidiary Borrower shall be liable for any Loan not made directly to such Borrower to the extent a Deemed Dividend Problem would be caused if such Foreign Subsidiary Borrower guaranteed or otherwise became liable for such Loan.

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

Designation of Subsidiary Borrowers. The (a) Subject to Section 2.24(b), the Company may at any time and from time to time upon not less than five (5) Business Days’ prior written notice to the Administrative Agent (or such shorter period as the Administrative Agent may agree) designate any Eligible Domestic Subsidiary as a Domestic Subsidiary Borrower or and any Eligible Foreign Subsidiary as a Foreign Subsidiary Borrower by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by such Subsidiary and the Company and the satisfaction of the other conditions precedent set forth in Section 4.03, and upon such delivery and satisfaction such Subsidiary shall for all purposes of this Agreement be a Subsidiary Borrower and a party to this Agreement; provided, that in the case of the designation of a Foreign Subsidiary Borrower, the Administrative Agent and the Lenders shall have received at least 10 Business Days prior written notice of such designation during which period the Administrative Agent and the Lenders shall have an opportunity to review drafts of the documentation to be provided under Section 4.03 in connection with such designation and to discuss such designation with the Administrative Agent and/or the Company as applicable. If Agreement until the Company shall at any time execute have executed and deliver delivered to the Administrative Agent a Borrowing Subsidiary Termination with respect to any Subsidiary Borrowersuch Subsidiary, whereupon such Subsidiary shall cease to be a Subsidiary Borrower and a party to this Agreement; provided. Notwithstanding the preceding sentence, that (i) no Subsidiary may become a Subsidiary Borrower at any time such Subsidiary constitutes an Excluded Acquired Subsidiary and (ii) no Borrowing Subsidiary Termination will become effective as to any Subsidiary Borrower at a time when any principal of or interest on any Loan to such Borrower shall be outstanding hereunder; provided, further, provided that such Borrowing Subsidiary Termination shall be effective to terminate the right of such Subsidiary Borrower to make further Borrowings under this Agreement. As soon as practicable upon receipt of a Borrowing Subsidiary Agreement, the Administrative Agent shall furnish a copy thereof to each Lender. Notwithstanding anything herein to the contrary, no Foreign Subsidiary Borrower shall be liable for any Loan, or shall grant any Lien securing any Loan or have its Equity Interests pledged to secure any Loan, not made directly to such Borrower to the extent it would make such a Foreign Subsidiary Borrower an Affected Foreign Subsidiary and no Subsidiary Guarantor shall be liable for any Loan, or shall grant any Lien securing any Loan or have its Equity Interests pledged to secure any Loan, made to a Borrower to the extent it would make such Subsidiary Guarantor an Affected Foreign Subsidiary.

Designation of Subsidiary Borrowers. The (a) Subject to Section 2.23(b), the Company may at any time and from time to time upon not less than five (5) Business Days’ prior written notice to the Administrative Agent (or such shorter period as the Administrative Agent may agree) designate any Eligible Domestic Subsidiary as a Domestic Subsidiary Borrower or and any Eligible Foreign Subsidiary as a Foreign Subsidiary Borrower by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by such Subsidiary and the Company and the satisfaction of the other conditions precedent set forth in Section 4.03, and upon such delivery and satisfaction such Subsidiary shall for all purposes of this Agreement be a Subsidiary Borrower and a party to this Agreement; provided, that in the case of the designation of a Foreign Subsidiary Borrower, the Administrative Agent and the Lenders shall have received at least 10 Business Days prior written notice of such designation during which period the Administrative Agent and the Lenders shall have an opportunity to review drafts of the documentation to be provided under Section 4.03 in connection with such designation and to discuss such designation with the Administrative Agent and/or the Company as applicable. If Agreement until the Company shall at any time execute have executed and deliver delivered to the Administrative Agent a Borrowing Subsidiary Termination with respect to any Subsidiary Borrowersuch Subsidiary, whereupon such Subsidiary shall cease to be a Subsidiary Borrower and a party to this Agreement; provided. Notwithstanding the preceding sentence, that no Borrowing Subsidiary Termination will become effective as to any Subsidiary Borrower at a time when any principal of or interest on any Loan to such Borrower shall be outstanding hereunder; provided, further, provided that such Borrowing Subsidiary Termination shall be effective to terminate the right of such Subsidiary Borrower to make further Borrowings under this Agreement. As soon as practicable upon receipt of a Borrowing Subsidiary Agreement, the Administrative Agent shall furnish a copy thereof to each Lender. Notwithstanding anything herein to the contrary, no Foreign Subsidiary Borrower shall be liable for any Loan, or shall grant any Lien securing any Loan or have its Equity Interests pledged to secure any Loan, not made directly to such Borrower to the extent it would make such a Foreign Subsidiary Borrower an Affected Foreign Subsidiary and no Subsidiary Guarantor shall be liable for any Loan, or shall grant any Lien securing any Loan or have its Equity Interests pledged to secure any Loan, made to a Borrower to the extent it would make such Subsidiary Guarantor an Affected Foreign Subsidiary.

Designation of Subsidiary Borrowers. The Company may at any time and from time to time designate any Eligible Domestic Subsidiary as a Domestic Subsidiary Borrower or any Eligible Foreign Subsidiary as a Foreign Subsidiary Borrower by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by such Subsidiary and the Company and the satisfaction of the other conditions precedent set forth in Section 4.03, and upon such delivery and satisfaction such Subsidiary shall for all purposes of this Agreement be a Subsidiary Borrower and a party to this Agreement; provided, that in the case of the designation of . Each Subsidiary Borrower shall remain a Foreign Subsidiary Borrower, the Administrative Agent and the Lenders shall have received at least 10 Business Days prior written notice of such designation during which period the Administrative Agent and the Lenders shall have an opportunity to review drafts of the documentation to be provided under Section 4.03 in connection with such designation and to discuss such designation with the Administrative Agent and/or the Company as applicable. If Borrower until the Company shall at any time execute have executed and deliver delivered to the Administrative Agent a Borrowing Subsidiary Termination with respect to any Subsidiary Borrowersuch Subsidiary, whereupon such Subsidiary shall cease to be a Subsidiary Borrower and a party to this Agreement; provided. Notwithstanding the preceding sentence, that no Borrowing Subsidiary Termination will become effective as to any Subsidiary Borrower at a time when any principal of or interest on any Loan to such Borrower shall be outstanding hereunder; provided, further, provided that such Borrowing Subsidiary Termination shall be effective to terminate the right of such Subsidiary Borrower to make further Borrowings under this Agreement. As soon as practicable upon receipt of a Borrowing Subsidiary Agreement, the Administrative Agent shall furnish a copy thereof to each Lender. Notwithstanding anything set forth herein or in any other Loan Document to the contrary, (i) the parties agree that the obligations of Borrowers hereunder to make payments of principal and interest regarding the Loans are not joint and several obligations of Borrowers (other than as expressly set forth in Article X solely with respect to the Company), and (ii) the parties agree that the Subsidiary Borrowers are not obligated to pay, and do not guaranty, collaterally support or otherwise have any responsibility with respect to, the obligations of the Company.

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

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

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

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

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

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

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

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

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

Designation of Subsidiary Borrowers. The On the Closing Date, each of RWG Germany and Kaman Lux is a Subsidiary Borrower party to this Agreement and will remain so until the Company shall have executed and delivered to the Administrative Agent a Subsidiary Borrower Termination with respect to RWG Germany or Kaman Lux, as the case may be, whereupon RWG Germany or Kaman Lux, as the case may be, shall cease to be a Subsidiary Borrower and a party to this Agreement. For the avoidance of doubt, as of the Closing Date Kaman UK is not a Subsidiary Borrower and shall not be party to this Agreement. After the Closing Date, the Company may at any time and from time to time designate any Eligible Domestic Subsidiary as a Domestic Subsidiary Borrower or any Eligible Foreign Subsidiary as a Foreign Subsidiary Borrower by delivery to the Administrative Agent of a Borrowing Subsidiary Borrower Agreement executed by such Subsidiary and the Company and the satisfaction of the other conditions precedent set forth in Section 4.033.3, and upon such delivery and satisfaction such Subsidiary shall for all purposes of this Agreement be a Subsidiary Borrower and a party to this Agreement; provided, that in the case of the designation of a Foreign Subsidiary Borrower, the Administrative Agent and the Lenders shall have received at least 10 Business Days prior written notice of such designation during which period the Administrative Agent and the Lenders shall have an opportunity to review drafts of the documentation to be provided under Section 4.03 in connection with such designation and to discuss such designation with the Administrative Agent and/or the Company as applicable. If Agreement until the Company shall at any time execute have executed and deliver delivered to the Administrative Agent a Borrowing Subsidiary Borrower Termination with respect to any Subsidiary Borrowersuch Subsidiary, whereupon such Subsidiary shall cease to be a Subsidiary Borrower and a party to this Agreement; provided. Notwithstanding the preceding sentence, that no Borrowing Subsidiary Borrower Termination will become effective as to any Subsidiary Borrower at a time when any principal of or interest on any Loan to such Borrower shall be outstanding hereunder; provided, further, provided that such Borrowing Subsidiary Borrower Termination shall be effective to terminate the right of such Subsidiary Borrower to make request further Borrowings Loans under this Agreement. As soon as practicable upon receipt of a Borrowing Subsidiary Borrower Agreement, the Administrative Agent shall furnish a copy thereof to each Lender.

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

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

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

Designation of Subsidiary Borrowers. The Company Viacom may at any time and from time to time designate any Eligible Domestic Subsidiary as a Domestic Subsidiary Borrower or any Eligible Foreign Subsidiary as a Foreign Subsidiary Borrower by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement Borrower Designation executed by such Subsidiary and Viacom. As soon as practicable upon receipt thereof, the Company Administrative Agent will post a copy of such Subsidiary Borrower Designation to the Lenders on IntraLinks or another website accessible to all Lenders. Each Subsidiary [[3890129]] Borrower Designation shall become effective on the date ten Business Days after it has been posted by the Administrative Agent (subject to the receipt by any Lender of any information under the Patriot Act, the Beneficial Ownership Regulation (in the case of a non-U.S. Subsidiary Borrower only) and other “know-your-customer” laws reasonably requested by it not later than the satisfaction third Business Day after the posting date of such Subsidiary Borrower Designation), unless prior thereto, in the other conditions precedent set forth case of a Subsidiary that is organized in Section 4.03a non-U.S. jurisdiction, and upon the Administrative Agent shall have received written notice from any Lender that it is unlawful under Federal or applicable state or foreign law for such delivery and satisfaction Lender to make Loans or otherwise extend credit to or do business with such Subsidiary, directly or through a Lender Affiliate, as provided herein (a “Notice of Objection”), in which case such Subsidiary Borrower Designation shall not become effective until such time as such Lender withdraws such Notice of Objection or ceases to be a Lender hereunder. Upon the effectiveness of a Subsidiary Borrower Designation as provided in the preceding sentence, the applicable Subsidiary shall for all purposes of this Agreement be a Subsidiary Borrower and a party to this Agreement; provided, that in the case of the designation of a Foreign Subsidiary Borrower, the Administrative Agent and the Lenders shall have received at least 10 Business Days prior written notice of such designation during which period the Administrative Agent and the Lenders shall have an opportunity to review drafts of the documentation to be provided under Section 4.03 in connection with such designation and to discuss such designation with the Administrative Agent and/or the Company as applicable. If the Company shall at any time execute and deliver to the Administrative Agent a Borrowing Subsidiary Termination with respect to any Subsidiary Borrower, such Subsidiary shall cease to be a Subsidiary Borrower and a party to this Agreement; provided, that no Borrowing Subsidiary Termination will become effective as to any Subsidiary Borrower at a time when any principal of or interest on any Loan to such Borrower shall be outstanding hereunder; provided, further, that such Borrowing Subsidiary Termination shall be effective to terminate the right of such Subsidiary Borrower to make further Borrowings under this Agreement. As soon as practicable upon receipt of a Borrowing Subsidiary Agreement, the Administrative Agent shall furnish a copy thereof to each Lender.

Designation of Subsidiary Borrowers. The Company may at any time and from time to time request to designate any Eligible Domestic Subsidiary as a Domestic Subsidiary Borrower or any Eligible Foreign Subsidiary as a Foreign Subsidiary Borrower by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by such Subsidiary and the Company and the satisfaction of the other conditions precedent set forth in Section 4.03, and upon such delivery and satisfaction (including the consent of the Lenders and the Administrative Agent required pursuant to Section 4.03(a), which consent, in the case of an Eligible Domestic Subsidiary, shall not be unreasonably withheld, conditioned or delayed) such Subsidiary shall for all purposes of this Agreement be a Subsidiary Borrower and a party to this Agreement; provided, that in the case of the designation of a Foreign Subsidiary Borrower, the Administrative Agent and the Lenders shall have received at least 10 Business Days prior written notice of such designation during which period the Administrative Agent and the Lenders shall have an opportunity to review drafts of the documentation to be provided under Section 4.03 in connection with such designation and to discuss such designation with the Administrative Agent and/or the Company as applicable. If the Company shall at any time execute and deliver to the Administrative Agent a Borrowing Subsidiary Termination with respect to any Subsidiary Borrower, such Subsidiary shall cease to be a Subsidiary Borrower and a party to this Agreement; provided, that no Borrowing Subsidiary Termination will become effective as to any Subsidiary Borrower at a time when any principal of or interest on any Loan to such Borrower shall be outstanding hereunder; provided, further, that such Borrowing Subsidiary Termination shall be effective to terminate the right of such Subsidiary Borrower to make further Borrowings under this Agreement. As soon as practicable upon receipt of a Borrowing Subsidiary Agreement, the Administrative Agent shall furnish a copy thereof to each Lender.

Designation of Subsidiary Borrowers. (a) The Company may at any time and from time to time designate any Eligible Domestic Subsidiary as a Domestic Subsidiary Borrower or any Eligible Foreign Subsidiary as a Foreign Subsidiary Borrower by (i) delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by such Subsidiary and the Company Company, (ii) the entry into an amendment to this Agreement by and among the Borrowers, the applicable Subsidiary that is to become a Subsidiary Borrower pursuant to this Section 2.24 (the “New Borrower”) and the Administrative Agent (acting in consultation with the Lenders) to make such changes to this Agreement as may be required by the Administrative Agent to incorporate terms, conditions and provisions relating to legal and documentary items in respect of the jurisdiction of organization of the New Borrower and (iii) the satisfaction of the other conditions precedent set forth in Section 4.033.03, and upon such delivery and satisfaction of the conditions set forth in the foregoing clauses (i) through (iii), such Subsidiary shall for all purposes of this Agreement be a Subsidiary Borrower and a party to this Agreement; provided, that in the case of the designation of . Each Subsidiary Borrower shall remain a Foreign Subsidiary Borrower, the Administrative Agent and the Lenders shall have received at least 10 Business Days prior written notice of such designation during which period the Administrative Agent and the Lenders shall have an opportunity to review drafts of the documentation to be provided under Section 4.03 in connection with such designation and to discuss such designation with the Administrative Agent and/or the Company as applicable. If Borrower until the Company shall at any time execute have executed and deliver delivered to the Administrative Agent a Borrowing Subsidiary Termination with respect to any Subsidiary Borrowersuch Subsidiary, whereupon such Subsidiary shall cease to be a Subsidiary Borrower and a party to this Agreement; provided. Notwithstanding the preceding sentence, that no Borrowing Subsidiary Termination will become effective as to any Subsidiary Borrower at a time when any principal of or interest on any Loan to such Borrower shall be outstanding hereunder; provided, further, provided that such Borrowing Subsidiary Termination shall be effective to terminate the right of such Subsidiary Borrower to make further Borrowings under this Agreement. As soon as practicable upon receipt of a Borrowing Subsidiary Agreement, the Administrative Agent shall furnish a copy thereof to each Lender.

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

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

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

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

Designation of Subsidiary Borrowers. The Company may at any time and from time to time (i) designate any Eligible Domestic Subsidiary as a Domestic Subsidiary Borrower or and (ii) with the prior written consent of the Required Lenders and the Administrative Agent, designate any Eligible Foreign Subsidiary as a Foreign Subsidiary Borrower Borrower, in each case by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by such Subsidiary and the Company and the satisfaction of the other conditions precedent set forth in Section 4.034.03 (and, in the case of any Foreign Subsidiary Borrower such additional conditions precedent as the Administrative Agent shall reasonably determine), and upon such delivery and satisfaction such Subsidiary shall for all purposes of this Agreement be a Subsidiary Borrower and a party to this Agreement; provided, that in the case of the designation of a Foreign Subsidiary Borrower, the Administrative Agent and the Lenders shall have received at least 10 Business Days prior written notice of such designation during which period the Administrative Agent and the Lenders shall have an opportunity to review drafts of the documentation to be provided under Section 4.03 in connection with such designation and to discuss such designation with the Administrative Agent and/or the Company as applicable. If Agreement until the Company shall at any time execute have executed and deliver delivered to the Administrative Agent a Borrowing Subsidiary Termination with respect to any Subsidiary Borrowersuch Subsidiary, whereupon such Subsidiary shall cease to be a Subsidiary Borrower and a party to this Agreement; provided. Notwithstanding the preceding sentence, that no Borrowing Subsidiary Termination will become effective as to any Subsidiary Borrower at a time when any principal of or interest on any Loan to such Borrower shall be outstanding hereunder; provided, further, provided that such Borrowing Subsidiary Termination shall be effective to terminate the right of such Subsidiary Borrower to make further Borrowings under this Agreement. As soon as practicable upon receipt of a Borrowing Subsidiary Agreement, the Administrative Agent shall furnish a copy thereof to each Lender.

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

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

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

Designation of Subsidiary Borrowers. The (a) Subject to Section 2.23(b), the Company may at any time and from time to time upon not less than five (5) Business Days’ prior written notice to the Administrative Agent (or such shorter period as the Administrative Agent may agree) designate any Eligible Domestic Subsidiary as a Domestic Subsidiary Borrower or and any Eligible Foreign Subsidiary as a Foreign Subsidiary Borrower by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by such Subsidiary and the Company and the satisfaction of the other conditions precedent set forth in Section 4.03, and upon such delivery and satisfaction such Subsidiary shall for all purposes of this Agreement be a Subsidiary Borrower and a party to this Agreement; provided, that in the case of the designation of a Foreign Subsidiary Borrower, the Administrative Agent and the Lenders shall have received at least 10 Business Days prior written notice of such designation during which period the Administrative Agent and the Lenders shall have an opportunity to review drafts of the documentation to be provided under Section 4.03 in connection with such designation and to discuss such designation with the Administrative Agent and/or the Company as applicable. If Agreement until the Company shall at any time execute have executed and deliver delivered to the Administrative Agent a Borrowing Subsidiary Termination with respect to any Subsidiary Borrowersuch Subsidiary, whereupon such Subsidiary shall cease to be a Subsidiary Borrower and a party to this Agreement; provided. Notwithstanding the preceding sentence, that (i) no Subsidiary may become a Subsidiary Borrower at any time such Subsidiary constitutes an Excluded Acquired Subsidiary and (ii) no Borrowing Subsidiary Termination will become effective as to any Subsidiary Borrower at a time when any principal of or interest on any Loan to such Borrower shall be outstanding hereunder; provided, further, provided that such Borrowing Subsidiary Termination shall be effective to terminate the right of such Subsidiary Borrower to make further Borrowings under this Agreement. As soon as practicable upon receipt of a Borrowing Subsidiary Agreement, the Administrative Agent shall furnish a copy thereof to each Lender. Notwithstanding anything herein to the contrary, no Foreign Subsidiary Borrower shall be liable for any Loan, or shall grant any Lien securing any Loan or have its Equity Interests pledged to secure any Loan, not made directly to such Borrower to the extent it would make such a Foreign Subsidiary Borrower an Affected Foreign Subsidiary and no Subsidiary Guarantor shall be liable for any Loan, or shall grant any Lien securing any Loan or have its Equity Interests pledged to secure any Loan, made to a Borrower to the extent it would make such Subsidiary Guarantor an Affected Foreign Subsidiary.

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

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

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

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