Common use of Permitted Affiliate Group and Affiliate Subsidiary Designation Clause in Contracts

Permitted Affiliate Group and Affiliate Subsidiary Designation. (i) The Company may at any time provide the Administrative Agent with notice that it wishes to designate and include (x) (i) any Subsidiary of the Ultimate Parent (other than a Subsidiary of the Company or any Permitted Affiliate Parent) (each, a “Lead Affiliate Subsidiary”) and (ii) any Subsidiary of any such Lead Affiliate Subsidiary (each, a “Designated Affiliate Subsidiary”, together with each Lead Affiliate Subsidiary an each other Designated Affiliate Subsidiary, the “Affiliate Subsidiaries” and each an “Affiliate Subsidiary) or (y) any Affiliate of the Company ( the “Permitted Affiliate Parent”) and the Subsidiaries of any such Permitted Affiliate Parent as members of the Restricted Group for the purposes of this Agreement. Such Affiliate shall (in the case of clause (x)) become an Affiliate Subsidiary (an “Affiliate Subsidiary Accession”) and a Restricted Subsidiary or (in the case of clause (y)) a Permitted Affiliate Parent (a “Permitted Affiliate Parent Accession”) and such Subsidiaries thereof shall become Restricted Subsidiaries or Unrestricted Subsidiaries (to the extent designated as such in accordance with this Agreement) for the purposes of this Agreement upon confirmation from the Administrative Agent to the Company of, in respect of any Lead Affiliate Subsidiary and any Permitted Affiliate Parent, compliance with the requirements of:

Permitted Affiliate Group and Affiliate Subsidiary Designation. (i) The Company Borrowers may at any time provide the Administrative Agent with notice that it wishes to designate and include (x) (i) any Subsidiary of the Ultimate Parent (other than a Subsidiary of the Company or any Permitted Affiliate Parent) (each, a “Lead Affiliate Subsidiary”) and (ii) any Subsidiary of any such Lead Affiliate Subsidiary (each, a “Designated Affiliate Subsidiary”, together with each Lead Affiliate Subsidiary an and each other Designated Affiliate Subsidiary, the “Affiliate Subsidiaries” and each an “Affiliate Subsidiary”) or (y) any Affiliate of the Company ( (the “Permitted Affiliate Parent”) and the Subsidiaries of any such Permitted Affiliate Parent as members of the Restricted Group for the purposes of this Agreement. Such Affiliate shall (in the case of clause (x)) become an Affiliate Subsidiary (an “Affiliate Subsidiary Accession”) and a Restricted Subsidiary or (in the case of clause (y)) a Permitted Affiliate Parent (a “Permitted Affiliate Parent Accession”) and such Subsidiaries thereof shall become Restricted Subsidiaries or Unrestricted Subsidiaries (to the extent designated as such in accordance with this Agreement) for the purposes of this Agreement upon confirmation from the Administrative Agent to the Company of, in respect of any Lead Affiliate Subsidiary and any Permitted Affiliate Parent, compliance with the requirements of:that: 132

Permitted Affiliate Group and Affiliate Subsidiary Designation. (i) The Company may at any time provide the Administrative Agent with notice that it wishes to designate and include (x) (i) any Subsidiary Affiliate of the Ultimate Parent Company (other than a Subsidiary of the Company or any a Permitted Affiliate Parent) (eachupon satisfaction of the conditions in this Section 10.21(a), a any such Affiliate an “Lead Affiliate Subsidiary”) and (ii) any Subsidiary but not, for the avoidance of any doubt, such Lead Affiliate Subsidiary (each, a “Designated Affiliate Subsidiary”, together with each Lead Affiliate Subsidiary an each other Designated Affiliate Subsidiary, the “Affiliate ’s Subsidiaries” and each an “Affiliate Subsidiary) or (y) any Affiliate of the Company ( (upon satisfaction of the conditions in this Section 10.21(a), any such Affiliate “Permitted Affiliate 133 Parent”) and the Subsidiaries of any such Permitted Affiliate Parent as members of the Restricted Group for the purposes of this Agreement. Such Affiliate shall (in the case of clause (x)) become an Affiliate Subsidiary (an “Affiliate Subsidiary Accession”) and a Restricted Subsidiary or (in the case of clause (y)) a Permitted Affiliate Parent (a “Permitted Affiliate Parent Accession”) and such Subsidiaries thereof shall become Restricted Subsidiaries or Unrestricted Subsidiaries (to the extent designated as such in accordance with this Agreement) for the purposes of this Agreement upon confirmation from the Administrative Agent to the Company of, in respect of any Lead that such Affiliate Subsidiary and any Permitted Affiliate Parent, compliance the Company have complied with the requirements of:

Permitted Affiliate Group and Affiliate Subsidiary Designation. (i) The Company Initial Borrower may at any time provide the Administrative Agent with notice that it wishes to designate and include (x) (i) any Subsidiary of the Ultimate Parent (other than a Subsidiary of the Company Initial Borrower or any Permitted Affiliate Parent) (each, a “Lead Affiliate Subsidiary”) and (ii) any Subsidiary of any such Lead Affiliate Subsidiary (each, each a “Designated Affiliate Subsidiary”, together with each Lead Affiliate Subsidiary an and each other Designated Affiliate Subsidiary, the “Affiliate Subsidiaries” and each an “Affiliate Subsidiary”) or (y) any Affiliate of the Company ( Initial Borrower (the “Permitted Affiliate Parent”) and the Subsidiaries of any such Permitted Affiliate Parent as members of the Restricted Group for the purposes of this Agreement. Such Affiliate shall (in the case of clause (x)) become an Affiliate Subsidiary (an “Affiliate Subsidiary Accession”) and a Restricted Subsidiary or (in the case of clause (y)) a Permitted Affiliate Parent (a “Permitted Affiliate Parent Accession”) and such Subsidiaries thereof shall become Restricted Subsidiaries or Unrestricted Subsidiaries (to the extent designated as such in accordance with this Agreement) for the purposes of this Agreement upon confirmation from the Administrative Agent to the Company of, in respect of any Lead Initial Borrower that such Affiliate Subsidiary and any Permitted Affiliate Parent, compliance the Initial Borrower have complied with the requirements of:: 146 95007600_2

Permitted Affiliate Group and Affiliate Subsidiary Designation. (i) The Company may at any time provide the Administrative Agent with notice that it wishes to designate and include (x) (i) any Subsidiary Affiliate of the Ultimate Parent Company (other than a Subsidiary of the Company or any a Permitted Affiliate Parent) (eachupon satisfaction of the conditions in this Section 10.21(a), a any such Affiliate an “Lead Affiliate Subsidiary”) and (ii) any Subsidiary but not, for the avoidance of any doubt, such Lead Affiliate Subsidiary (each, a “Designated Affiliate Subsidiary”, together with each Lead Affiliate Subsidiary an each other Designated Affiliate Subsidiary, the “Affiliate ’s Subsidiaries” and each an “Affiliate Subsidiary) or (y) any Affiliate of the Company ( (upon satisfaction of the conditions in this Section 10.21(a), any such Affiliate “Permitted Affiliate Parent”) and the Subsidiaries of any such Permitted Affiliate Parent as members of the Restricted Group for the purposes of this Agreement. Such Affiliate shall (in the case of clause (x)) become an Affiliate Subsidiary (an “Affiliate Subsidiary Accession”) and a Restricted Subsidiary or (in the case of clause (y)) a Permitted Affiliate Parent (a “Permitted Affiliate Parent Accession”) and such Subsidiaries thereof shall become Restricted Subsidiaries or Unrestricted Subsidiaries (to the extent designated as such in accordance with this Agreement) for the purposes of this Agreement upon confirmation from the Administrative Agent to the Company of, in respect of any Lead that such Affiliate Subsidiary and any Permitted Affiliate Parent, compliance the Company have complied with the requirements of:

Permitted Affiliate Group and Affiliate Subsidiary Designation. (i) The Company Initial Borrower may at any time provide the Administrative Agent with notice that it wishes to designate and include (x) (i) any Subsidiary Affiliate of the Ultimate Parent Initial Borrower (other than a Subsidiary of the Company Initial Borrower or any a Permitted Affiliate Parent) (each, a the “Lead Affiliate Subsidiary”) and (ii) any Subsidiary but not, for the avoidance of any doubt, such Lead Affiliate Subsidiary (each, a “Designated Affiliate Subsidiary”, together with each Lead Affiliate Subsidiary an each other Designated Affiliate Subsidiary, the “Affiliate ’s Subsidiaries” and each an “Affiliate Subsidiary) or (y) any Affiliate of the Company ( Initial Borrower (the “Permitted Affiliate Parent”) and the Subsidiaries of any such Permitted Affiliate Parent as members of the Restricted Group for the purposes of this Agreement. Such Affiliate shall (in the case of clause (x)) become an Affiliate Subsidiary (an “Affiliate Subsidiary Accession”) and a Restricted Subsidiary or (in the case of clause (y)) a Permitted Affiliate Parent (a “Permitted Affiliate Parent Accession”) and such Subsidiaries thereof shall become Restricted Subsidiaries or Unrestricted Subsidiaries (to the extent designated as such in accordance with this Agreement) for the purposes of this Agreement upon confirmation from the Administrative Agent to the Company of, in respect of any Lead Initial Borrower that such Affiliate Subsidiary and any Permitted Affiliate Parent, compliance the Initial Borrower have complied with the requirements of:

Permitted Affiliate Group and Affiliate Subsidiary Designation. (i) The Company Initial Borrower may at any time provide the Administrative Agent with notice that it wishes to designate and include (x) (i) any Subsidiary of the Ultimate Parent (other than a Subsidiary of the Company Initial Borrower or any Permitted Affiliate Parent) (each, a “Lead Affiliate Subsidiary”) and (ii) any Subsidiary of any such Lead Affiliate Subsidiary (each, each a “Designated Affiliate Subsidiary”, together with each Lead Affiliate Subsidiary an and each other Designated Affiliate Subsidiary, the “Affiliate Subsidiaries” and each an “Affiliate Subsidiary”) or (y) any Affiliate of the Company ( Initial Borrower (the “Permitted Affiliate Parent”) and the Subsidiaries of any such Permitted Affiliate Parent as members of the Restricted Group for the purposes of this Agreement. Such Affiliate shall (in the case of clause (x)) become an Affiliate Subsidiary (an “Affiliate Subsidiary Accession”) and a Restricted Subsidiary or (in the case of clause (y)) a Permitted Affiliate Parent (a “Permitted Affiliate Parent Accession”) and such Subsidiaries thereof shall become Restricted Subsidiaries or Unrestricted Subsidiaries (to the extent designated as such in accordance with this Agreement) for the purposes of this Agreement upon confirmation from the Administrative Agent to the Company of, in respect of any Lead Initial Borrower that such Affiliate Subsidiary and any Permitted Affiliate Parent, compliance the Initial Borrower have complied with the requirements of: