Common use of Designated Lenders Clause in Contracts

Designated Lenders. (i) Subject to the terms and conditions set forth in this Section 12.1.2, any Lender may from time to time elect to designate an Eligible Designee to provide all or any part of the Loans to be made by such Lender pursuant to this Agreement; provided that the designation of an Eligible Designee by any Lender for purposes of this Section 12.1.2 shall be subject to the approval of the Agent (which consent shall not be unreasonably withheld or delayed). Upon the execution by the parties to each such designation of an agreement in the form of Exhibit F hereto (a “Designation Agreement”) and the acceptance thereof by the Agent, the Eligible Designee shall become a Designated Lender for purposes of this Agreement. The Designating Lender shall thereafter have the right to permit the Designated Lender to provide all or a portion of the Loans to be made by the Designating Lender pursuant to the terms of this Agreement and the making of such Loans or portion thereof shall satisfy the obligations of the Designating Lender to the same extent, and as if, such Loan was made by the Designating Lender. As to any Loan made by it, each Designated Lender shall have all the rights a Lender making such Loan would have under this Agreement and otherwise; provided, (x) that all voting rights under this Agreement shall be exercised solely by the Designating Lender, (y) each Designating Lender shall remain solely responsible to the other parties hereto for its obligations under this Agreement, including the obligations of a Lender in respect of Loans made by its Designated Lender and (z) no Designated Lender shall be entitled to reimbursement under Article III hereof for any amount which would exceed the amount that would have been payable by the Borrowers to the Lender from which the Designated Lender obtained any interests hereunder. No additional Notes shall be required with respect to Loans provided by a Designated Lender; provided, however, to the extent any Designated Lender shall advance funds, the Designating Lender shall be deemed to hold the Notes in its possession as an agent for such Designated Lender to the extent of the Loan funded by such Designated Lender. Such Designating Lender shall act as administrative agent for its Designated Lender and give and receive notices and communications hereunder. Any payments for the account of any Designated Lender shall be paid to its Designating Lender as administrative agent for such Designated Lender and neither the Borrowers nor the Agent shall be responsible for any Designating Lender’s application of such payments. In addition, any Designated Lender may (1) with notice to, but without the consent of, the Borrowers or the Agent, assign all or portions of its interests in any Loans to its Designating Lender or to any financial institution consented to by the Agent providing liquidity and/or credit facilities to or for the account of such Designated Lender and (2) subject to advising any such Person that such information is to be treated as confidential in accordance with Section 9.11, disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any guarantee, surety or credit or liquidity enhancement to such Designated Lender. (ii) Each party to this Agreement hereby agrees that it shall not institute against, or join any other Person in instituting against, any Designated Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law for one year and a day after the payment in full of all outstanding senior indebtedness of any Designated Lender. This Section 12.1.2 shall survive the termination of this Agreement.

Designated Lenders. (ia) Subject to the terms and conditions set forth in provisions of this Section 12.1.29.07(a), any Lender may from time to time elect to designate an Eligible Designee to provide all or any part a portion of the Ratable Loans and/or Competitive Bid Loans to be made by such Lender pursuant to this Agreement; provided that such designation shall not be effective unless the designation of an Eligible Designee by any Lender for purposes of this Section 12.1.2 shall be subject to the approval of Borrower and the Agent (consent thereto, which consent shall not be unreasonably withheld or delayed)withheld. Upon the execution by the parties to each such designation of When a Lender and its Eligible Designee shall have signed an agreement substantially in the form of Exhibit F E hereto (a “Designation Agreement”) and the acceptance thereof by Borrower and the AgentAgent shall have signed their respective consents thereto, the such Eligible Designee shall become a Designated Lender for purposes of this Agreement. The Designating Lender shall thereafter have the right to permit the such Designated Lender to provide all or a portion of the Ratable Loans and/or Competitive Bid Loans to be made by the such Designating Lender pursuant to the terms of this Agreement Section 2.01 or 2.03, and the making of such Ratable Loans and/or Competitive Bid Loans or portion portions thereof shall satisfy the obligations obligation of the Designating Lender to the same extent, and as if, such Loan was Ratable Loans and/or Competitive Bid Loans or portion thereof were made by the Designating Lender. As to any Loan Ratable Loans and/or Competitive Bid Loans or portion thereof made by it, each Designated Lender shall have all the rights that a Lender making such Loan Ratable Loans and/or Competitive Bid Loans or portion thereof would have had under this Agreement and otherwise; provided, provided that (x) that all its voting rights under this Agreement shall be exercised solely by the its Designating Lender, Lender and (y) each its Designating Lender shall remain solely responsible to the other parties hereto for the performance of its obligations under this Agreement, including the its obligations of a Lender in respect of the Ratable Loans and/or Competitive Bid Loans or portion thereof made by its Designated Lender and (z) no Designated Lender shall be entitled to reimbursement under Article III hereof for any amount which would exceed the amount that would have been payable by the Borrowers to the Lender from which the Designated Lender obtained any interests hereunderit. No additional Notes Note shall be required with respect to evidence Ratable Loans provided and/or Competitive Bid Loans or portions thereof made by a Designated Lender; provided, however, to the extent any Designated Lender shall advance funds, and the Designating Lender shall be deemed to hold the Notes in its possession Note, if any, as an agent for such its Designated Lender to the extent of the Loan Ratable Loans and/or Competitive Bid Loans or portion thereof funded by such Designated Lender. Such Each Designating Lender shall act as administrative agent for its Designated Lender and give and receive notices and other communications hereunderon its behalf. Any payments for the account of any Designated Lender shall be paid to its Designating Lender as administrative agent for such Designated Lender and neither the Borrowers Borrower nor the Agent shall be responsible for any Designating Lender’s application of such payments. In addition, any Designated Lender may (1i) with notice to, but without the prior written consent of, of the Borrowers Borrower or the Agent, assign all or portions of its interests interest in any Ratable Loans and/or Competitive Bid Loans to its Designating Lender or to any financial institution institutions consented to by the Borrower and the Agent providing liquidity and/or credit facilities to or for the account of such Designated Lender to support the funding of Ratable Loans and/or Competitive Bid Loans or portions thereof made by such Designated Lender and (2ii) subject to advising any such Person that such information is to be treated as confidential in accordance with Section 9.11, disclose on a confidential basis any non-public information relating to its Ratable Loans and/or Competitive Bid Loans or portions thereof to any rating agency, commercial paper dealer or provider of any guarantee, surety or surety, credit or liquidity enhancement to such Designated LenderLender to the extent permitted by Section 9.09. (iib) Each party to this Agreement hereby agrees that it shall will not institute against, or join any other Person in instituting against, any Designated Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings proceeding under any federal or state bankruptcy or similar law law, for one year and a day after the payment in full of all outstanding senior indebtedness of such Designated Lender is paid in full. The Designating Lender for each Designated Lender agrees to indemnify, save, and hold harmless each other party hereto for any loss, cost, damage and expense arising out of its inability to institute any such proceeding against such Designated Lender. This Section 12.1.2 9.07(b) shall survive the termination of this Agreement.

Designated Lenders. (i) Subject to the terms and conditions set forth in this Section 12.1.213.1(B), any Lender may from time to time elect to designate an Eligible Designee to provide all or any part of the Loans to be made by such Lender pursuant to this Agreement; provided that the designation of an Eligible Designee by any Lender for purposes of this Section 12.1.2 13.1(B) shall be subject to the approval of the Administrative Agent (which consent shall not be unreasonably withheld or delayed). Upon the execution by the parties to each such designation of an agreement in the form of Exhibit F L hereto (a “Designation Agreement”) and the acceptance thereof by the Administrative Agent, the Eligible Designee shall become a Designated Lender for purposes of this Agreement. The Designating Lender shall thereafter have the right to permit the Designated Lender to provide all or a portion of the Loans to be made by the Designating Lender pursuant to the terms of this Agreement and the making of such the Loans or portion thereof shall satisfy the obligations of the Designating Lender to the same extent, and as if, such Loan was made by the Designating Lender. As to any Loan made by it, each Designated Lender shall have all the rights a Lender making such Loan would have under this Agreement and otherwise; provided, (x) that all voting rights under this Agreement shall be exercised solely by the Designating Lender, (y) each Designating Lender shall remain solely responsible to the other parties hereto for its obligations under this Agreement, including the obligations of a Lender in respect of Loans made by its Designated Lender and (z) no Designated Lender shall be entitled to reimbursement under Article III IV hereof for any amount which would exceed the amount that would have been payable by the Borrowers applicable Borrower to the Lender from which the Designated Lender obtained any interests hereunder. No additional Notes promissory notes shall be required to be issued hereunder with respect to Loans provided by a Designated Lender; provided, however, to the extent any Designated Lender shall advance funds, the Designating Lender shall be deemed to hold the Notes promissory notes issued hereunder in its possession as an administrative agent for such Designated Lender to the extent of the Loan funded by such Designated Lender. Such Designating Lender shall act as an administrative agent for its Designated Lender and give and receive notices and communications hereunder. Any payments for the account of any Designated Lender shall be paid to its Designating Lender as administrative agent for such Designated Lender and neither the Borrowers nor the Administrative Agent shall be responsible for any Designating Lender’s application of such payments. In addition, any Designated Lender may (1) with notice to, but without the consent of, of the Borrowers or the Administrative Agent, assign all or portions of its interests in any Loans to its Designating Lender or to any financial institution consented to by the Administrative Agent providing liquidity and/or credit facilities to or for the account of such Designated Lender and (2) subject to advising any such Person that such information is to be treated as confidential in accordance with Section 9.1113.4, disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any guarantee, surety or credit or liquidity enhancement to such Designated Lender. (ii) Each party to this Agreement hereby agrees that it shall not institute against, or join any other Person in instituting against, any Designated Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law for one year and a day after the payment in full of all outstanding senior indebtedness of any Designated Lender; provided that the Designating Lender for each Designated Lender hereby agrees to indemnify, save and hold harmless each other party hereto for any loss, cost, damage and expense arising out of its inability to institute any such proceeding against such Designated Lender. This Section 12.1.2 13.1(B) shall survive the termination of this Agreement.

Designated Lenders. Any Lender (ieach, a “Designating Lender”) Subject may at any time while the Borrower has been assigned an Investment Grade Rating from either S&P or Xxxxx’x and the Borrower shall have elected to have the provisions of Section 2.9(b) apply, designate one Designated Lender to fund Bid Rate Loans on behalf of such Designating Lender subject to the terms of this Section, and conditions set forth the provisions in this Section 12.1.2, any the immediately preceding Sections 13.2 and 13.3 shall not apply to such designation. No Lender may from time to time elect to designate an Eligible Designee to provide all or any part of the Loans to be made by such Lender pursuant to this Agreement; provided that the designation of an Eligible Designee by any Lender for purposes of this Section 12.1.2 shall be subject to the approval of the Agent (which consent shall not be unreasonably withheld or delayed)more than one Designated Lender. Upon the execution by the The parties to each such designation shall execute and deliver to the Administrative Agent for its acceptance a Designation Agreement. Upon such receipt of an agreement appropriately completed Designation Agreement executed by a Designating Lender and a designee representing that it is a Designated Lender, the Administrative Agent will accept such Designation Agreement and give prompt notice thereof to the Borrower, whereupon (i) the Borrower shall execute and deliver to the Designating Lender a Bid Rate Note payable to the order of the Designated Lender, (ii) from and after the effective date specified in the form of Exhibit F hereto (a “Designation Agreement”) and the acceptance thereof by the Agent, the Eligible Designee Designated Lender shall become a Designated Lender for purposes of party to this Agreement. The Designating Lender shall thereafter have the Agreement with a right to permit the Designated Lender to provide all or a portion make Bid Rate Loans on behalf of the Loans to be made by the its Designating Lender pursuant to Section 2.18 after the terms Borrower has accepted a Bid Rate Loan (or portion thereof) of the Designating Lender, and (iii) the Designated Lender shall not be required to make payments with respect to any obligations in this Agreement except to the extent of excess cash flow of such Designated Lender which is not otherwise required to repay obligations of such Designated Lender which are then due and payable; provided, however, that regardless of such designation and assumption by the Designated Lender, the Designating Lender shall be and remain obligated to the Borrower, the Administrative Agent and the making Lenders for each and every of such Loans or portion thereof shall satisfy the obligations of the Designating Lender and its related Designated Lender with respect to this Agreement, including, without limitation, any indemnification obligations under Section 12.3 and any sums otherwise payable to the same extent, and as if, such Loan was made Borrower by the Designating Designated Lender. As to any Loan made by it, each Designated Lender shall have all the rights a Lender making such Loan would have under this Agreement and otherwise; provided, (x) that all voting rights under this Agreement shall be exercised solely by the Designating Lender, (y) each Each Designating Lender shall remain solely responsible serve as the agent of the Designated Lender and shall on behalf of, and to the other parties hereto exclusion of, the Designated Lender: (i) receive any and all payments made for its obligations under this Agreement, including the obligations benefit of a Lender in respect of Loans made by its the Designated Lender and (zii) no Designated Lender give and receive all communications and notices and take all actions hereunder, including, without limitation, votes, approvals, waivers, consents and amendments under or relating to this Agreement and the other Loan Documents. Any such notice, communication, vote, approval, waiver, consent or amendment shall be entitled to reimbursement under Article III hereof for any amount which would exceed the amount that would have been payable signed by the Borrowers to the Designating Lender from which as agent for the Designated Lender obtained any interests hereunder. No additional Notes and shall not be signed by the Designated Lender on its own behalf and shall be required with respect to Loans provided by a Designated Lender; provided, however, to binding on the extent any Designated Lender shall advance funds, the Designating Lender shall be deemed to hold the Notes in its possession as an agent for such Designated Lender to the same extent as if signed by the Designated Lender on its own behalf. The Borrower, the Administrative Agent and the Lenders may rely thereon without any requirement that the Designated Lender sign or acknowledge the same. No Designated Lender may assign or transfer all or any portion of its interest hereunder or under any other Loan Document, other than assignments to the Loan funded by Designating Lender which originally designated such Designated Lender. Such Designating Lender shall act as administrative agent for its Designated Lender and give and receive notices and communications hereunder. Any payments for the account of any Designated Lender shall be paid to its Designating Lender as administrative agent for such Designated Lender and neither the Borrowers nor the Agent shall be responsible for any Designating Lender’s application of such payments. In addition, any Designated Lender may (1) with notice to, but without the consent ofThe Borrower, the Borrowers or Lenders and the Agent, assign all or portions of its interests in any Loans to its Designating Lender or to any financial institution consented to by the Administrative Agent providing liquidity and/or credit facilities to or for the account of such Designated Lender and (2) subject to advising any such Person that such information is to be treated as confidential in accordance with Section 9.11, disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any guarantee, surety or credit or liquidity enhancement to such Designated Lender. (ii) Each party to this Agreement each hereby agrees that it shall will not institute against, against any Designated Lender or join any other Person in instituting against, against any Designated Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law for law, until the later to occur of (x) one year and a one day after the payment in full of all outstanding senior indebtedness the latest maturing commercial paper note issued by such Designated Lender and (y) the Maturity Date. In connection with any such designation, the Designating Lender shall pay to the Administrative Agent an administrative fee for processing such designation in the amount of any Designated Lender. This Section 12.1.2 shall survive the termination of this Agreement$3,500.

Designated Lenders. (i) Subject to the terms and conditions set forth in this Section 12.1.2, any Lender may from time to time elect to designate an Eligible Designee to provide all or any part of the Revolving Loans to be made by such Lender pursuant to this Agreement; provided that the designation of an Eligible Designee by any Lender for purposes of this Section 12.1.2 shall be subject to the approval of the Agent (which consent shall not be unreasonably withheld or delayed). Upon the execution by the parties to each such designation of an agreement in the form of Exhibit F E hereto (a “Designation Agreement”) and the acceptance thereof by the Agent, the Eligible Designee shall become a Designated Lender for purposes of this Agreement. The Designating Lender shall thereafter have the right to permit the Designated Lender to provide all or a portion of the Revolving Loans to be made by the Designating Lender pursuant to the terms of this Agreement and the making of such the Revolving Loans or portion thereof shall satisfy the obligations of the Designating Lender to the same extent, and as if, such Revolving Loan was made by the Designating Lender. As to any Revolving Loan made by it, each Designated Lender shall have all the rights a Lender making such Revolving Loan would have under this Agreement and otherwise; provided, (x) that all voting rights under this Agreement shall be exercised solely by the Designating Lender, (y) each Designating Lender shall remain solely responsible to the other parties hereto for its obligations under this Agreement, including the obligations of a Lender in respect of Revolving Loans made by its Designated Lender and (z) no Designated Lender shall be entitled to reimbursement under Article III hereof for any amount which would exceed the amount that would have been payable by the Borrowers Borrower to the Lender from which the Designated Lender obtained any interests hereunder. No additional Notes shall be required with respect to Revolving Loans provided by a Designated Lender; provided, however, to the extent any Designated Lender shall advance funds, the Designating Lender shall be deemed to hold the Notes in its possession as an agent for such Designated Lender to the extent of the Revolving Loan funded by such Designated Lender. Such Designating Lender shall act as administrative agent for its Designated Lender and give and receive notices and communications hereunder. Any payments for the account of any Designated Lender shall be paid to its Designating Lender as administrative agent for such Designated Lender and neither the Borrowers Borrower nor the Agent shall be responsible for any Designating Lender’s application of such payments. In addition, any Designated Lender may (1) with notice to, but without the consent of, of the Borrowers Borrower or the Agent, assign all or portions of its interests in any Revolving Loans to its Designating Lender or to any financial institution consented to by the Agent and, so long as no Default shall be continuing, the Borrower, providing liquidity and/or credit facilities to or for the account of such Designated Lender and (2) subject to advising any such Person that such information is to be treated as confidential in accordance with Section 9.11, disclose on a confidential basis any non-public information relating to its Revolving Loans to any rating agency, commercial paper dealer or provider of any guarantee, surety or credit or liquidity enhancement to such Designated Lender. In addition, each such Designating Lender that elects to designate an Eligible Designee and such Eligible Designee becomes a Designated Lender, (i) shall keep a register for the registration relating to each such Revolving Loan, specifying such Designated Lender’s name, address and entitlement to payments of principal and interest with respect to such Revolving Loan and each transfer thereof and the name and address of each transferees and (ii) shall collect, prior to the time such Designated Lender receives payment with respect to such Revolving Loans from each such Designated Lender, the appropriate forms, certificates, and statements described in Section 3.5 (and updated as required by Section 3.5) as if such Designated Lender were a Lender under Section 3.5. (ii) Each party to this Agreement hereby agrees that it shall not institute against, or join any other Person in instituting against, any Designated Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law for one year and a day after the payment in full of all outstanding senior indebtedness of any Designated Lender; provided that the Designating Lender for each Designated Lender hereby agrees to indemnify, save and hold harmless each other party hereto for any loss, cost, damage and expense arising out of its inability to institute any such proceeding against such Designated Lender. This Section 12.1.2 shall survive the termination of this Agreement.

Designated Lenders. (ia) Subject to the terms and conditions set forth in provisions of this Section 12.1.2subsection (a), any Lender Bank may from at any time to time elect to designate an Eligible Designee to provide all or any part a portion of the Loans to be made by such Lender Bank pursuant to this Agreement; provided that such designation shall not be effective unless each Borrower and the designation of an Eligible Designee by any Lender for purposes of this Section 12.1.2 shall be subject to the approval of the Administrative Agent consent thereto (which consent consents shall not be unreasonably withheld or delayedwithheld). Upon the execution by the parties to each such designation of When a Bank and its Eligible Designee shall have signed an agreement substantially in the form of Exhibit F J hereto (a “Designation Agreement”) and each Borrower and the acceptance thereof by the AgentAdministrative Agent shall have signed their respective consents thereto, the such Eligible Designee shall become a Designated Lender for purposes of this Agreement. The Designating Lender Bank shall thereafter have the right to permit the such Designated Lender to provide all or a portion of the Loans to be made by the such Designating Lender Bank pursuant to the terms of this Agreement Section 2.01 or 2.03, and the making of such Loans or portion thereof shall satisfy the obligations obligation of the Designating Lender Bank to the same extent, and as if, such Loan was Loans or portion thereof were made by the Designating LenderBank. As to any Loan Loans or portion thereof made by it, each Designated Lender shall have all the rights that a Lender Bank making such Loan Loans or portion thereof would have had under this Agreement and otherwise; provided, provided that (x) that all its voting rights under this Agreement shall be exercised solely by the its Designating Lender, Bank and (y) each its Designating Lender Bank shall remain solely responsible to the other parties hereto for its the performance of such Designated Lender’s obligations under this Agreement, including the its obligations of a Lender in respect of the Loans or portion thereof made by its Designated Lender and (z) no Designated Lender shall be entitled to reimbursement under Article III hereof for any amount which would exceed the amount that would have been payable by the Borrowers to the Lender from which the Designated Lender obtained any interests hereunderit. No additional Notes Note shall be required with respect to evidence the Loans provided or portion thereof made by a Designated Lender; provided, however, to the extent any Designated Lender shall advance funds, and the Designating Lender Bank shall be deemed to hold the Notes in its possession Note as an agent for such its Designated Lender to the extent of the Loan Loans or portion thereof funded by such Designated Lender. Such Each Designating Lender Bank shall act as administrative agent for its Designated Lender and give and receive notices and other communications hereunderon its behalf. Any payments for the account of any Designated Lender shall be paid to its Designating Lender Bank as administrative agent for such Designated Lender and neither the Borrowers Borrower nor the Administrative Agent shall be responsible for any Designating LenderBank’s application of such payments. In addition, any Designated Lender may (1) may, with notice to, to (but without the prior written consent of, ) each Borrower and the Borrowers or the Administrative Agent, (i) assign all or portions of its interests interest in any Loans to its Designating Lender Bank or to any financial institution institutions consented to by each Borrower and the Administrative Agent providing that provide liquidity and/or credit facilities to or for the account of such Designated Lender to support the funding of Loans or portions thereof made by it and (2ii) subject to advising any such Person that such information is to be treated as confidential in accordance with Section 9.11, disclose on a confidential basis any non-public information relating to its Loans or portions thereof to any rating agency, commercial paper dealer or provider of any guarantee, surety or surety, credit or liquidity enhancement to such Designated Lender. (iib) Each party to this Agreement hereby agrees that it shall will not institute against, or join any other Person person in instituting against, any Designated Lender any bankruptcy, reorganizationinsolvency, arrangement, insolvency or liquidation proceeding reorganization or other proceedings similar proceeding under any federal or state bankruptcy or similar law law, for one year and a day after the payment in full of all outstanding senior indebtedness of such Designated Lender is paid in full. The Designating Bank for each Designated Lender agrees to indemnify, save, and hold harmless each other party hereto for any loss, cost, damage and expense arising out of its inability to institute any such proceeding against such Designated Lender. This Section 12.1.2 subsection (b) shall survive the termination of this Agreement.

Designated Lenders. (ia) Subject to the terms and conditions set forth in provisions of this Section 12.1.2subsection (a), any Lender may from at any time to time elect to designate an Eligible Designee Approved Fund to provide all or any part a portion of the Loans to be made by such Lender pursuant to this Agreement; provided that such designation shall not be effective unless the designation of an Eligible Designee by any Lender for purposes of this Section 12.1.2 shall be subject to Company and the approval of the Administrative Agent consent thereto (which consent consents shall not be unreasonably withheld or delayedwithheld). Upon the execution by the parties to each such designation of When a Lender and its Approved Fund shall have signed an agreement substantially in the form of Exhibit F K hereto (a “Designation Agreement”) and the acceptance thereof by Company and the AgentAdministrative Agent shall have signed their respective consents thereto, the Eligible Designee such Approved Fund shall become a Designated Lender for purposes of this Agreement. The Designating Lender shall thereafter have the right to permit the such Designated Lender to provide all or a portion of the Loans to be made by the such Designating Lender pursuant to the terms of this Agreement Section 2.01 or 2.03, and the making of such Loans or portion thereof shall satisfy the obligations obligation of the Designating Lender to the same extent, and as if, such Loan was Loans or portion thereof were made by the Designating Lender. As to any Loan Loans or portion thereof made by it, each Designated Lender shall have all the rights that a Lender making such Loan Loans or portion thereof would have had under this Agreement and otherwise; provided, provided that (x) that all its voting rights under this Agreement shall be exercised solely by the its Designating Lender, ; (y) each its Designating Lender shall remain solely responsible to the other parties hereto for its the performance of such Designated Lender’s obligations under this Agreement, including the its obligations of a Lender in respect of the Loans or portion thereof made by its Designated Lender it, and (z) no such Designated Lender shall be entitled to reimbursement under Article III hereof for any amount which would exceed the amount that would have been payable by the Borrowers subject to the Lender from which limitations of Section 9.08(e) to the Designated Lender obtained any interests hereundersame extent as a Participant. No additional Notes Note shall be required with respect to evidence the Loans provided or portion thereof made by a Designated Lender; provided, however, to the extent any Designated Lender shall advance funds, and the Designating Lender shall be deemed to hold the Notes in its possession Note as an agent for such its Designated Lender to the extent of the Loan Loans or portion thereof funded by such Designated Lender. Such Each Designating Lender shall act as administrative agent for its Designated Lender and give and receive notices and other communications hereunderon its behalf. Any payments for the account of any Designated Lender shall be paid to its Designating Lender as administrative agent for such Designated Lender and neither the Borrowers Company nor the Administrative Agent shall be responsible for any Designating Lender’s application of such payments. In addition, any Designated Lender may (1) may, with notice to, to (but without the prior written consent of, ) the Borrowers or Company and the Agent, Administrative Agent assign all or portions of its interests interest in any Loans to its Designating Lender or to any financial institution institutions consented to by the Company and the Administrative Agent providing that provide liquidity and/or credit facilities to or for the account of such Designated Lender and (2) subject to advising any such Person that such information is to be treated as confidential in accordance with Section 9.11, disclose on a confidential basis any non-public information relating to its support the funding of Loans to any rating agency, commercial paper dealer or provider of any guarantee, surety or credit or liquidity enhancement to such Designated Lenderportions thereof made by it. (iib) Each party to this Agreement hereby agrees that it shall will not institute against, or join any other Person person in instituting against, any Designated Lender any bankruptcy, reorganizationinsolvency, arrangement, insolvency or liquidation proceeding reorganization or other proceedings similar proceeding under any federal or state bankruptcy or similar law law, for one year and a day after the payment in full of all outstanding senior indebtedness of such Designated Lender is paid in full. The Designating Lender for each Designated Lender agrees to indemnify, save, and hold harmless each other party hereto for any loss, cost, damage and expense arising out of its inability to institute any such proceeding against such Designated Lender. This Section 12.1.2 subsection (b) shall survive the termination of this Agreement.

Designated Lenders. (i) Subject to the terms and conditions set forth in this Section 12.1.2, any Lender may from time to time elect to designate an Eligible Designee to provide all or any part of the Loans to be made by such Lender pursuant to this Agreement; provided that the designation of an Eligible Designee by any Lender for purposes of this Section 12.1.2 shall be subject to the approval of the Agent (which consent shall not be unreasonably withheld or delayed). Upon the execution by the parties to each such designation of an agreement in the form of Exhibit F hereto (a “"Designation Agreement”") and the acceptance thereof by the Agent, the Eligible Designee shall become a Designated Lender for purposes of this Agreement. The Designating Lender shall thereafter have the right to permit the Designated Lender to provide all or a portion of the Loans to be made by the Designating Lender pursuant to the terms of this Agreement and the making of such the Loans or portion thereof shall satisfy the obligations of the Designating Lender to the same extent, and as if, such Loan was made by the Designating Lender. As to any Loan made by it, each Designated Lender shall have all the rights a Lender making such Loan would have under this Agreement and otherwise; provided, (x) that all voting rights under this Agreement shall be exercised solely by the Designating Lender, (y) each Designating Lender shall remain solely responsible to the other parties hereto for its obligations under this Agreement, including the obligations of a Lender in respect of Loans made by its Designated Lender and (z) no Designated Lender shall be entitled to reimbursement under Article III hereof for any amount which would exceed the amount that would have been payable by the Borrowers Borrower to the Lender from which the Designated Lender obtained any interests hereunder. No additional Notes shall be required with respect to Loans provided by a Designated Lender; provided, however, to the extent any Designated Lender shall advance funds, the Designating Lender shall be deemed to hold the Notes in its possession as an agent for such Designated Lender to the extent of the Loan funded by such Designated Lender. Such Designating Lender shall act as administrative agent for its Designated Lender and give and receive notices and communications hereunder. Any payments for the account of any Designated Lender shall be paid to its Designating Lender as administrative agent for such Designated Lender and neither the Borrowers Borrower nor the Agent shall be responsible for any Designating Lender’s 's application of such payments. In addition, any Designated Lender may (1) with notice to, but without the consent of, of the Borrowers Borrower or the Agent, assign all or portions of its interests in any Loans to its Designating Lender or to any financial institution consented to by the Agent providing liquidity and/or credit facilities to or for the account of such Designated Lender and (2) subject to advising any such Person that such information is to be treated as confidential in accordance with Section 9.11, disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any guarantee, surety or credit or liquidity enhancement to such Designated Lender. (ii) Each party to this Agreement hereby agrees that it shall not institute against, or join any other Person in instituting against, any Designated Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law for one year and a day after the payment in full of all outstanding senior indebtedness of any Designated Lender; provided that the Designating Lender for each Designated Lender hereby agrees to indemnify, save and hold harmless each other party hereto for any loss, cost, damage and expense arising out of its inability to institute any such proceeding against such Designated Lender. This Section 12.1.2 shall survive the termination of this Agreement.

Designated Lenders. Any Lender (ieach, a “Designating Lender”) Subject may at any time while the Borrower has been assigned an Investment Grade Rating from either S&P or Xxxxx’x designate one Designated Lender to fund Bid Rate Loans on behalf of such Designating Lender subject to the terms of this subsection, and conditions set forth the provisions in this Section 12.1.2, any the immediately preceding subsections (b) and (d) shall not apply to such designation. No Lender may from time to time elect to designate an Eligible Designee to provide all or any part of the Loans to be made by such Lender pursuant to this Agreement; provided that the designation of an Eligible Designee by any Lender for purposes of this Section 12.1.2 shall be subject to the approval of the Agent (which consent shall not be unreasonably withheld or delayed)more than one Designated Lender. Upon the execution by the The parties to each such designation shall execute and deliver to the Agent for its acceptance a Designation Agreement. Upon such receipt of an agreement appropriately completed Designation Agreement executed by a Designating Lender and a designee representing that it is a Designated Lender, the Agent will accept such Designation Agreement and give prompt notice thereof to the Borrower, whereupon (i) the Borrower shall execute and deliver to the Designating Lender a Designated Lender Note payable to the order of the Designated Lender, (ii) from and after the effective date specified in the form of Exhibit F hereto (a “Designation Agreement”) and the acceptance thereof by the Agent, the Eligible Designee Designated Lender shall become a Designated Lender for purposes of party to this Agreement. The Designating Lender shall thereafter have the Agreement with a right to permit the Designated Lender to provide all or a portion make Bid Rate Loans on behalf of the Loans to be made by the its Designating Lender pursuant to Section 2.2. after the terms Borrower has accepted a Bid Rate Loan (or portion thereof) of the Designating Lender, and (iii) the Designated Lender shall not be required to make payments with respect to any obligations in this Agreement except to the extent of excess cash flow of such Designated Lender which is not otherwise required to repay obligations of such Designated Lender which are then due and payable; provided, however, that regardless of such designation and assumption by the Designated Lender, the Designating Lender shall be and remain obligated to the Borrower, the Agent and the making Lenders for each and every of such Loans or portion thereof shall satisfy the obligations of the Designating Lender and its related Designated Lender with respect to this Agreement, including, without limitation, any indemnification obligations under Section 11.7. and any sums otherwise payable to the same extent, and as if, such Loan was made Borrower by the Designating Designated Lender. As to any Loan made by it, each Designated Lender shall have all the rights a Lender making such Loan would have under this Agreement and otherwise; provided, (x) that all voting rights under this Agreement shall be exercised solely by the Designating Lender, (y) each Each Designating Lender shall remain solely responsible serve as the administrative agent of the Designated Lender and shall on behalf of, and to the other parties hereto exclusion of, the Designated Lender: (i) receive any and all payments made for its obligations under this Agreement, including the obligations benefit of a Lender in respect of Loans made by its the Designated Lender and (zii) no Designated Lender shall be entitled to reimbursement under Article III hereof for any amount which would exceed the amount that would have been payable by the Borrowers to the Lender from which the Designated Lender obtained any interests hereunder. No additional Notes shall be required with respect to Loans provided by a Designated Lender; provided, however, to the extent any Designated Lender shall advance funds, the Designating Lender shall be deemed to hold the Notes in its possession as an agent for such Designated Lender to the extent of the Loan funded by such Designated Lender. Such Designating Lender shall act as administrative agent for its Designated Lender and give and receive all communications and notices and communications take all actions hereunder, including, without limitation, votes, approvals, waivers, consents and amendments under or relating to this Agreement and the other Loan Documents. Any payments for the account of any Designated Lender such notice, communication, vote, approval, waiver, consent or amendment shall be paid to its signed by the Designating Lender as administrative agent for such the Designated Lender and neither shall not be signed by the Borrowers nor Designated Lender on its own behalf and shall be binding on the Designated Lender to the same extent as if signed by the Designated Lender on its own behalf. The Borrower, the Agent shall be responsible for and the Lenders may rely thereon without any Designating Lender’s application of such paymentsrequirement that the Designated Lender sign or acknowledge the same. In addition, any No Designated Lender may (1) with notice to, but without the consent of, the Borrowers assign or the Agent, assign transfer all or portions any portion of its interests in interest hereunder or under any Loans other Loan Document, other than assignments to its the Designating Lender or to any financial institution consented to by the Agent providing liquidity and/or credit facilities to or for the account of such Designated Lender and (2) subject to advising any such Person that such information is to be treated as confidential in accordance with Section 9.11, disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any guarantee, surety or credit or liquidity enhancement to which originally designated such Designated Lender. (ii) Each party to this Agreement . The Borrower, the Lenders and the Agent each hereby agrees that it shall will not institute against, against any Designated Lender or join any other Person in instituting against, against any Designated Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law for law, until the later to occur of (x) one year and a one day after the payment in full of all outstanding senior indebtedness of any the latest maturing commercial paper note issued by such Designated Lender. This Section 12.1.2 shall survive Lender and (y) the termination of this AgreementTermination Date.

Designated Lenders. Any Tranche 1 Revolving Lender (ieach, a “Designating Lender”) Subject may at any time while the Borrower has been assigned an Investment Grade Rating from any two Rating Agencies designate one Designated Lender to fund Bid Rate Loans on behalf of such Designating Lender subject to the terms of this subsection, and conditions set forth the provisions in this Section 12.1.2, any the immediately preceding subsections (b) and (d) shall not apply to such designation. No Tranche 1 Revolving Lender may from time to time elect to designate an Eligible Designee to provide all or any part of the Loans to be made by such Lender pursuant to this Agreement; provided that the designation of an Eligible Designee by any Lender for purposes of this Section 12.1.2 shall be subject to the approval of the Agent (which consent shall not be unreasonably withheld or delayed)more than one Designated Lender. Upon the execution by the The parties to each such designation shall execute and deliver to the Administrative Agent for its acceptance a Designation Agreement. Upon such receipt of an agreement appropriately completed Designation Agreement executed by a Designating Lender and a designee representing that it is a Designated Lender, the Administrative Agent will accept such Designation Agreement and give prompt notice thereof to the Borrower, whereupon (i) the Borrower shall execute and deliver to the Designating Lender a Bid Rate Note payable to the Designated Lender, (ii) from and after the effective date specified in the form of Exhibit F hereto (a “Designation Agreement”) and the acceptance thereof by the Agent, the Eligible Designee Designated Lender shall become a Designated Lender for purposes of party to this Agreement. The Designating Lender shall thereafter have the Agreement with a right to permit the Designated Lender to provide all or a portion make Bid Rate Loans on behalf of the Loans to be made by the its Designating Lender pursuant to Section 2.3. after the terms Borrower has accepted a Bid Rate Loan (or portion thereof) of the Designating Lender, and (iii) the Designated Lender shall not be required to make payments with respect to any obligations in this Agreement except to the extent of excess cash flow of such Designated Lender which is not otherwise required to repay obligations of such Designated Lender which are then due and payable; provided, however, that regardless of such designation and assumption by the Designated Lender, the Designating Lender shall be and remain obligated to the Borrower, the Administrative Agent and the making Lenders for each and every of such Loans or portion thereof shall satisfy the obligations of the Designating Lender and its related Designated Lender with respect to this Agreement, including, without limitation, any indemnification obligations under Section 12.6. and any sums otherwise payable to the same extent, and as if, such Loan was made Borrower by the Designating Designated Lender. As to any Loan made by it, each Designated Lender shall have all the rights a Lender making such Loan would have under this Agreement and otherwise; provided, (x) that all voting rights under this Agreement shall be exercised solely by the Designating Lender, (y) each Each Designating Lender shall remain solely responsible serve as the agent of the Designated Lender and shall on behalf of, and to the other parties hereto exclusion of, the Designated Lender: (i) receive any and all payments made for its obligations under this Agreement, including the obligations benefit of a Lender in respect of Loans made by its the Designated Lender and (zii) no Designated Lender give and receive all communications and notices and take all actions hereunder, including, without limitation, votes, approvals, waivers, consents and amendments under or relating to this Agreement and the other Loan Documents. Any such notice, communication, vote, approval, waiver, consent or amendment shall be entitled to reimbursement under Article III hereof for any amount which would exceed the amount that would have been payable signed by the Borrowers to the Designating Lender from which as agent for the Designated Lender obtained any interests hereunder. No additional Notes and shall not be signed by the Designated Lender on its own behalf and shall be required with respect to Loans provided by a Designated Lender; provided, however, to binding on the extent any Designated Lender shall advance funds, the Designating Lender shall be deemed to hold the Notes in its possession as an agent for such Designated Lender to the same extent as if signed by the Designated Lender on its own behalf. The Borrower, the Administrative Agent and the Lenders may rely thereon without any requirement that the Designated Lender sign or acknowledge the same. No Designated Lender may assign or transfer all or any portion of its interest hereunder or under any other Loan Document, other than assignments to the Loan funded by Designating Lender which originally designated such Designated Lender. Such Designating Lender shall act as administrative agent for its Designated Lender and give and receive notices and communications hereunder. Any payments for the account of any Designated Lender shall be paid to its Designating Lender as administrative agent for such Designated Lender and neither the Borrowers nor the Agent shall be responsible for any Designating Lender’s application of such payments. In addition, any Designated Lender may (1) with notice to, but without the consent ofThe Borrower, the Borrowers or Lenders and the Agent, assign all or portions of its interests in any Loans to its Designating Lender or to any financial institution consented to by the Administrative Agent providing liquidity and/or credit facilities to or for the account of such Designated Lender and (2) subject to advising any such Person that such information is to be treated as confidential in accordance with Section 9.11, disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any guarantee, surety or credit or liquidity enhancement to such Designated Lender. (ii) Each party to this Agreement each hereby agrees that it shall will not institute against, against any Designated Lender or join any other Person in instituting against, against any Designated Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law for law, until the later to occur of (x) one year and a one day after the payment in full of all outstanding senior indebtedness the latest maturing commercial paper note issued by such Designated Lender and (y) the Revolving Termination Date. In connection with any such designation, the Designating Lender shall pay to the Administrative Agent an administrative fee for processing such designation in the amount of any Designated Lender. This Section 12.1.2 shall survive the termination of this Agreement$2,000.

Designated Lenders. Any Lender (ieach, a “Designating Lender”) Subject may at any time after the Investment Grade Pricing Effective Date, designate one Designated Lender to fund Bid Rate Loans on behalf of such Designating Lender subject to the terms of this subsection, and conditions set forth the provisions in this Section 12.1.2, any Lender may from time to time elect to designate an Eligible Designee to provide all or any part of the Loans to be made by such Lender pursuant to this Agreement; provided that the designation of an Eligible Designee by any Lender for purposes subsections (b) and (d) of this Section 12.1.2 shall be subject to the approval of the Agent (which consent 13.6. shall not be unreasonably withheld or delayed)apply to such designation. Upon the execution by the No Lender may designate more than one Designated Lender. The parties to each such designation shall execute and deliver to the Administrative Agent for its acceptance a Designation Agreement. Upon such receipt of an agreement appropriately completed Designation Agreement executed by a Designating Lender and a designee representing that it is a Designated Lender, the Administrative Agent will accept such Designation Agreement and give prompt notice thereof to the Company, whereupon (i) the Company shall execute and deliver to the Designating Lender, to the extent requested by such Designated Lender, a Bid Rate Note payable to the order of the Designated Lender, (ii) from and after the effective date specified in the form of Exhibit F hereto (a “Designation Agreement”) and the acceptance thereof by the Agent, the Eligible Designee Designated Lender shall become a Designated Lender for purposes of party to this Agreement. The Designating Lender shall thereafter have the Agreement with a right to permit the Designated Lender to provide all or a portion make Bid Rate Loans on behalf of the Loans to be made by the its Designating Lender pursuant to Section 2.3. after the terms Company has accepted a Bid Rate Loan (or portion thereof) of the Designating Lender, and (iii) the Designated Lender shall not be required to make payments with respect to any obligations in this Agreement except to the extent of excess cash flow of such Designated Lender which is not otherwise required to repay obligations of such Designated Lender which are then due and payable; provided, however, that regardless of such designation and assumption by the Designated Lender, the Designating Lender shall be and remain obligated to the Company, the Administrative Agent and the making Lenders for each and every of such Loans or portion thereof shall satisfy the obligations of the Designating Lender and its related Designated Lender with respect to this Agreement, including, without limitation, any indemnification obligations under Section 12.6. and any sums otherwise payable to the same extent, and as if, such Loan was made Company by the Designating Designated Lender. As to any Loan made by it, each Designated Lender shall have all the rights a Lender making such Loan would have under this Agreement and otherwise; provided, (x) that all voting rights under this Agreement shall be exercised solely by the Designating Lender, (y) each Each Designating Lender shall remain solely responsible to serve as the other parties hereto for its obligations under this Agreement, including agent of the obligations of a Lender in respect of Loans made by its Designated Lender and (z) no Designated Lender shall be entitled to reimbursement under Article III hereof for any amount which would exceed the amount that would have been payable by the Borrowers on behalf of, and to the Lender from which exclusion of, the Designated Lender obtained any interests hereunder. No additional Notes shall be required with respect to Loans provided by a Designated Lender; provided, however, to the extent any Designated Lender shall advance funds, the Designating Lender shall be deemed to hold the Notes in its possession as an agent for such Designated Lender to the extent of the Loan funded by such Designated Lender. Such Designating Lender shall act as administrative agent for its Designated Lender and give and receive notices and communications hereunder. Any payments for the account of any Designated Lender shall be paid to its Designating Lender as administrative agent for such Designated Lender and neither the Borrowers nor the Agent shall be responsible for any Designating Lender’s application of such payments. In addition, any Designated Lender may : (1) with notice to, but without the consent of, the Borrowers or the Agent, assign receive any and all or portions of its interests in any Loans to its Designating Lender or to any financial institution consented to by the Agent providing liquidity and/or credit facilities to or payments made for the account benefit of such the Designated Lender and (2) subject to advising any such Person that such information is to be treated as confidential in accordance with Section 9.11give and receive all communications and notices and take all actions hereunder, disclose on a confidential basis any non-public information including, without limitation, votes, approvals, waivers, consents and amendments under or relating to this Agreement and the other Loan Documents. Any such notice, communication, vote, approval, waiver, consent or amendment shall be signed by the Designating Lender as agent for the Designated Lender and shall not be signed by the Designated Lender on its Loans own behalf and shall be binding on the Designated Lender to the same extent as if signed by the Designated Lender on its own behalf. The Company, the Administrative Agent and the Lenders may rely thereon without any rating agencyrequirement that the Designated Lender sign or acknowledge the same. No Designated Lender may assign or transfer all or any portion of its interest hereunder or under any other Loan Document, commercial paper dealer or provider of any guarantee, surety or credit or liquidity enhancement other than assignments to the Designating Lender which originally designated such Designated Lender. (ii) Each party to this Agreement . The Company, the Lenders and the Administrative Agent each hereby agrees that it shall will not institute against, against any Designated Lender or join any other Person in instituting against, against any Designated Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law for law, until the later to occur of (x) one year and a one day after the payment in full of all outstanding senior indebtedness the latest maturing commercial paper note issued by such Designated Lender and (y) the Revolving Credit Maturity Date. In connection with any such designation, the Designating Lender shall pay to the Administrative Agent an administrative fee for processing such designation in the amount of any Designated Lender. This Section 12.1.2 shall survive the termination of this Agreement$4,500.

Designated Lenders. (i) Subject to the terms and conditions set forth in this Section 12.1.2, any Lender may from time to time elect to designate an Eligible Designee to provide all or any part of the Revolving Loans to be made by such Lender pursuant to this Agreement; provided that the designation of an Eligible Designee by any Lender for purposes of this Section 12.1.2 shall be subject to the approval of the Administrative Agent (which consent shall not be unreasonably withheld or delayed). Upon the execution by the parties to each such designation of an agreement in the form of Exhibit F G hereto (a “"Designation Agreement”") and the acceptance thereof by the Administrative Agent, the Eligible Designee shall become a Designated Lender for purposes of this Agreement. The Designating Lender shall thereafter have the right to permit the Designated Lender to provide all or a portion of the Revolving Loans to be made by the Designating Lender pursuant to the terms of this Agreement and the making of such the Revolving Loans or portion thereof shall satisfy the obligations of the Designating Lender to the same extent, and as if, such Revolving Loan was made by the Designating Lender. As to any Revolving Loan made by it, each Designated Lender shall have all the rights which a Lender making such Revolving Loan would have under this Agreement and otherwise; provided, (x) that all voting rights under this Agreement shall be exercised solely by the Designating Lender, (y) each Designating Lender shall remain solely responsible to the other parties hereto for its obligations under this Agreement, including the obligations of a Lender in respect of Revolving Loans made by its Designated Lender and (z) no Designated Designating Lender shall be entitled to reimbursement under Article III hereof for any amount which would exceed the amount that would have been payable by the Borrowers Borrower to the Designating Lender from which the Designated Lender obtained any interests hereunder. No additional Notes shall be required with respect to Revolving Loans provided by a Designated Lender; provided, however, to the extent any Designated Lender shall advance funds, the Designating Lender shall be deemed to hold the Notes in its possession as an agent for such Designated Lender to the extent of the Revolving Loan funded by such Designated Lender. Such Designating Lender shall act as administrative agent for its Designated Lender and give and receive notices and communications hereunder. Any payments for the account of any Designated Lender shall be paid to its Designating Lender as administrative agent for such Designated Lender and neither the Borrowers Borrower nor the Administrative Agent shall be responsible for any Designating Lender’s 's application of such payments. In addition, any Designated Lender may (1) with notice to, but without the consent of, of the Borrowers Borrower or the Administrative Agent, assign all or portions of its interests in any Revolving Loans to its Designating Lender or to any financial institution consented to by the Administrative Agent providing liquidity and/or credit facilities to or for the account of such Designated Lender and (2) subject to advising any such Person that such information is to be treated as confidential in accordance with Section 9.11such Person's customary practices for dealing with confidential, non-public information, disclose on a confidential basis any non-public information relating to its Revolving Loans to any rating agency, commercial paper dealer or provider of any guarantee, surety or credit or liquidity enhancement to such Designated Lender. (ii) Each party to this Agreement hereby agrees that it shall not institute against, or join any other Person in instituting against, any Designated Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law for one year and a day after the payment in full of all outstanding senior indebtedness of any Designated Lender; provided that the Designating Lender for each Designated Lender hereby agrees to indemnify, save and hold harmless each other party hereto for any loss, cost, damage and expense arising out of its inability to institute any such proceeding against such Designated Lender. This Section 12.1.2 shall survive the termination of this Agreement.

Designated Lenders. (ia) Subject to the terms and conditions set forth in provisions of this Section 12.1.29.07(a), any Lender Bank may from time to time elect to designate an Eligible Designee to provide all or any part a portion of the Loans to be made by such Lender Bank pursuant to this Agreement; provided PROVIDED that the such designation of an Eligible Designee by any Lender for purposes of this Section 12.1.2 shall be subject to the approval of the Agent (which consent shall not be unreasonably withheld or delayed)effective unless the Borrower and the Agent consent thereto. Upon the execution by the parties to each such designation of When a Bank and its Eligible Designee shall have signed an agreement substantially in the form of Exhibit F H hereto (a “Designation Agreement”"DESIGNATION AGREEMENT") and the acceptance thereof by Borrower and the AgentAgent shall have signed their respective consents thereto, the such Eligible Designee shall become a Designated Lender for purposes of this Agreement. The Designating Lender Bank shall thereafter have the right to permit the such Designated Lender to provide all or a portion of the Loans to be made by the such Designating Lender Bank pursuant to the terms of this Agreement Section 2.01 or 2.03, and the making of such Loans or portion portions thereof shall satisfy the obligations obligation of the Designating Lender Bank to the same extent, and as if, such Loan was Loans or portion thereof were made by the Designating LenderBank. As to any Loan Loans or portion thereof made by it, each Designated Lender shall have all the rights that a Lender Bank making such Loan Loans or portion thereof would have had under this Agreement and otherwise; provided, PROVIDED that (x) that all its voting rights under this Agreement shall be exercised solely by the Designating Lender, Bank and (y) each its Designating Lender Bank shall remain solely responsible to the other parties hereto for the performance of its obligations under this Agreement, including the its obligations of a Lender in respect of the Loans or portion thereof made by its Designated Lender and (z) no Designated Lender shall be entitled to reimbursement under Article III hereof for any amount which would exceed the amount that would have been payable by the Borrowers to the Lender from which the Designated Lender obtained any interests hereunderit. No additional Notes Note shall be required with respect to evidence Loans provided or portions thereof made by a Designated Lender; provided, however, to the extent any Designated Lender shall advance funds, and the Designating Lender Bank shall be deemed to hold the Notes in its possession Note as an agent for such its Designated Lender to the extent of the Loan Loans or portion thereof funded by such Designated Lender. Such Each Designating Lender Bank shall act as administrative agent for its Designated Lender and give and receive notices and other communications hereunderon its behalf. Any payments for the account of any Designated Lender shall be paid to its Designating Lender Bank as administrative agent for such Designated Lender and neither the Borrowers Borrower nor the Agent shall be responsible for any Designating Lender’s Bank's application of such payments. In addition, any Designated Lender may (1i) with notice to, but without the prior written consent of, of the Borrowers Borrower or the Agent, assign all or portions of its interests interest in any Loans to its Designating Lender Bank or to any financial institution institutions consented to by the Borrower and the Agent providing liquidity and/or credit facilities to or for the account of such Designated Lender to support the funding of Loans or portions thereof made by such Designated Lender and (2ii) subject to advising any such Person that such information is to be treated as confidential in accordance with Section 9.11, disclose on a confidential basis any non-public information relating to its Loans or portions thereof to any rating agency, commercial paper dealer or provider of any guarantee, surety or surety, credit or liquidity enhancement to such Designated Lender; PROVIDED that the recipient shall have agreed to comply with the provisions of Section 9.11 hereof. (iib) Each party to this Agreement hereby agrees that it shall will not institute against, or join any other Person person in instituting against, any Designated Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings proceeding under any federal or state bankruptcy or similar law law, for one year and a day after the payment in full of all outstanding senior indebtedness of such Designated Lender is paid in full. The Designating Bank for each Designated Lender agrees to indemnify, save, and hold harmless each other party hereto for any loss, cost, damage and expense arising out of its inability to institute any such proceeding against such Designated Lender. This Section 12.1.2 9.07(b) shall survive the termination of this Agreement.

Designated Lenders. (ia) Subject to the terms and conditions set forth in this Section 12.1.212.4(a), any Lender may from time to time elect to designate an Eligible Designee to provide all or any part of the Syndicated Loans to be made by such Lender pursuant to this Agreement; provided that the designation of an Eligible Designee by any Lender for purposes of this Section 12.1.2 12.4(a) shall be subject to the approval of the Borrower (so long as no Default has occurred and is continuing) and the Administrative Agent (which consent consents shall not be unreasonably withheld or delayed). Upon the execution by the parties to each such designation of an agreement in the form of Exhibit F I hereto (a “"Designation Agreement”") and the acceptance thereof by the Borrower (if required) and the Administrative Agent, the Eligible Designee shall become a Designated Lender for purposes of this Agreement. The Designating Lender shall thereafter have the right to permit the Designated Lender to provide all or a portion of the Syndicated Loans to be made by the Designating Lender pursuant to the terms of this Agreement and the making of such Syndicated Loans or portion thereof shall satisfy the obligations obligation of the Designating Lender to the same extent, and as if, such Syndicated Loan was made by the Designating Lender. As to any Syndicated Loan made by it, each Designated Lender shall have all the rights a Lender making such Syndicated Loan would have under this Agreement and otherwise; provided, (x) that all voting rights under this Agreement shall be exercised solely by the Designating Lender, Lender and (y) each Designating Lender shall remain solely responsible to the other parties hereto for its obligations under this Agreement, including the obligations of a Lender in respect of Syndicated Loans made by its Designated Lender and (z) Lender. If the Designating Lender's Syndicated Loans are evidenced by Syndicated Notes, no Designated Lender shall be entitled to reimbursement under Article III hereof for any amount which would exceed the amount that would have been payable by the Borrowers to the Lender from which the Designated Lender obtained any interests hereunder. No additional Syndicated Notes shall be required with respect to Syndicated Loans provided by a Designated Lender; provided, however, to the extent any Designated Lender shall advance funds, the Designating Lender shall be deemed to hold the any Syndicated Notes in its possession as an agent for such Designated Lender to the extent of the Syndicated Loan funded by such Designated Lender. Such Designating Lender shall act as administrative agent for its Designated Lender and give and receive notices and communications hereunder. Any payments for the account of any Designated Lender shall be paid to its Designating Lender as administrative agent for such Designated Lender and neither the Borrowers Borrower nor the Administrative Agent shall be responsible for any Designating Lender’s 's application of any such payments. In addition, any Designated Lender may (1i) with notice to, but without the consent of, of the Borrowers or Borrower and the Administrative Agent, assign all or portions of its interests in any Syndicated Loans to its Designating Lender or to any financial institution consented to by the Borrower (so long as no Default has occurred and is continuing) and the Administrative Agent providing liquidity and/or credit facilities to or for the account of such Designated Lender and (2ii) subject to advising any such Person that such information is to be treated as confidential in accordance with Section 9.11such Person's customary practices for dealing with confidential, non-public information, disclose on a confidential basis any non-public information relating to its Syndicated Loans to any rating agency, commercial paper dealer or provider of any guarantee, surety or credit or liquidity enhancement to such Designated Lender. (iib) Each party to this Agreement hereby agrees that it shall not institute against, or join any other Person person in instituting against, against any Designated Lender any bankruptcy, reorganization, arrangementarrangements, insolvency or liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law for one year and a day after the payment in full of all outstanding senior indebtedness of any Designated Lender; provided that the Designating Lender for each Designated Lender hereby agrees to indemnify, save and hold harmless each other party hereto for any loss, cost, damage and expense arising out of their inability to institute any such proceeding against such Designated Lender. This Section 12.1.2 12.4(b) shall survive the termination of this Agreement.

Designated Lenders. (i) Subject to the terms and conditions set forth in this Section 12.1.2, any Lender may from time to time elect to designate an Eligible Designee to provide all or any part of the Revolving Loans to be made by such Lender pursuant to this Agreement; provided that the designation of an Eligible Designee by any Lender for purposes of this Section 12.1.2 shall be subject to the approval of the Agent and each LC Issuer (which consent consents shall not be unreasonably withheld or delayed). Upon the execution by the parties to each such designation of an agreement in the form of Exhibit F E hereto (a “Designation Agreement”) and the acceptance thereof by the Agent, the Eligible Designee shall become a Designated Lender for purposes of this Agreement. The Designating Lender shall thereafter have the right to permit the Designated Lender to provide all or a portion of the Revolving Loans to be made by the Designating Lender pursuant to the terms of this Agreement and the making of such the Revolving Loans or portion thereof shall satisfy the obligations of the Designating Lender to the same extent, and as if, such Revolving Loan was made by the Designating Lender. As to any Revolving Loan made by it, each Designated Lender shall have all the rights a Lender making such Revolving Loan would have under this Agreement and otherwise; provided, (x) that all voting rights under this Agreement shall be exercised solely by the Designating Lender, (y) each Designating Lender shall remain solely responsible to the other parties hereto for its obligations under this Agreement, including the obligations of a Lender in respect of Revolving Loans made by its Designated Lender and (z) no Designated Lender shall be entitled to reimbursement under Article III hereof for any amount which would exceed the amount that would have been payable by the Borrowers Borrower to the Lender from which the Designated Lender obtained any interests hereunder. No additional Notes shall be required with respect to Revolving Loans provided by a Designated Lender; provided, however, to the extent any Designated Lender shall advance funds, the Designating Lender shall be deemed to hold the Notes in its possession as an agent for such Designated Lender to the extent of the Revolving Loan funded by such Designated Lender. Such Designating Lender shall act as administrative agent for its Designated Lender and give and receive notices and communications hereunder. Any payments for the account of any Designated Lender shall be paid to its Designating Lender as administrative agent for such Designated Lender and neither the Borrowers Borrower nor the Agent shall be responsible for any Designating Lender’s application of such payments. In addition, any Designated Lender may (1) with notice to, but without the consent of, of the Borrowers Borrower or the Agent, assign all or portions of its interests in any Revolving Loans to its Designating Lender or to any financial institution consented to by the Agent and, so long as no Default shall be continuing, the Borrower, providing liquidity and/or credit facilities to or for the account of such Designated Lender and (2) subject to advising any such Person that such information is to be treated as confidential in accordance with Section 9.11, disclose on a confidential basis any non-public information relating to its Revolving Loans to any rating agency, commercial paper dealer or provider of any guarantee, surety or credit or liquidity enhancement to such Designated Lender. In addition, each such Designating Lender that elects to designate an Eligible Designee and such Eligible Designee becomes a Designated Lender, (i) shall keep a register for the registration relating to each such Revolving Loan, specifying such Designated Lender’s name, address and entitlement to payments of principal and interest with respect to such Revolving Loan and each transfer thereof and the name and address of each transferees and (ii) shall collect, prior to the time such Designated Lender receives payment with respect to such Revolving Loans from each such Designated Lender, the appropriate forms, certificates, and statements described in Section 3.5 (and updated as required by Section 3.5) as if such Designated Lender were a Lender under Section 3.5. (ii) Each party to this Agreement hereby agrees that it shall not institute against, or join any other Person in instituting against, any Designated Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law for one year and a day after the payment in full of all outstanding senior indebtedness of any Designated Lender; provided that the Designating Lender for each Designated Lender hereby agrees to indemnify, save and hold harmless each other party hereto for any loss, cost, damage and expense arising out of its inability to institute any such proceeding against such Designated Lender. This Section 12.1.2 shall survive the termination of this Agreement.

Designated Lenders. (i) Subject to the terms and conditions set forth in this Section 12.1.213.1(B), any Lender may from time to time elect to designate an Eligible Designee to provide all or any part of the Loans to be made by such Lender pursuant to this Agreement; provided that the designation of an Eligible Designee by any Lender for purposes of this Section 12.1.2 13.1(B) shall be subject to the approval of the Administrative Agent (which consent shall not be unreasonably withheld or delayed). Upon the execution by the parties to each such designation of an agreement in the form of Exhibit F L hereto (a “Designation Agreement”) and the acceptance thereof by the Administrative Agent, the Eligible Designee shall become a Designated Lender for purposes of this Agreement. The Designating Lender shall thereafter have the right to permit the Designated Lender to provide all or a portion of the Loans to be made by the Designating Lender pursuant to the terms of this Agreement and the making of such the Loans or portion thereof shall satisfy the obligations of the Designating Lender to the same extent, and as if, such Loan was made by the Designating Lender. As to any Loan made by it, each Designated Lender shall have all the rights a Lender making such Loan would have under this Agreement and otherwise; provided, (x) that all voting rights under this Agreement shall be exercised solely by the Designating Lender, (y) each Designating Lender shall remain solely responsible to the other parties hereto for its obligations under this Agreement, including the obligations of a Lender in respect of Loans made by its Designated Lender and (z) no Designated Lender shall be entitled to reimbursement under Article III IV hereof for any amount which would exceed the amount that would have been payable by the Borrowers Borrower to the Lender from which the Designated Lender obtained any interests hereunder. No additional Notes promissory notes shall be required to be issued hereunder with respect to Loans provided by a Designated Lender; provided, however, to the extent any Designated Lender shall advance funds, the Designating Lender shall be deemed to hold the Notes promissory notes issued hereunder in its possession as an administrative agent for such Designated Lender to the extent of the Loan funded by such Designated Lender. Such Designating Lender shall act as an administrative agent for its Designated Lender and give and receive notices and communications hereunder. Any payments for the account of any Designated Lender shall be paid to its Designating Lender as administrative agent for such Designated Lender and neither the Borrowers Borrower nor the Administrative Agent shall be responsible for any Designating Lender’s application of such payments. In addition, any Designated Lender may (1) with notice to, but without the consent of, of the Borrowers Borrower or the Administrative Agent, assign all or portions of its interests in any Loans to its Designating Lender or to any financial institution consented to by the Administrative Agent providing liquidity and/or credit facilities to or for the account of such Designated Lender and (2) subject to advising any such Person that such information is to be treated as confidential in accordance with Section 9.1113.4, disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any guarantee, surety or credit or liquidity enhancement to such Designated Lender. (ii) Each party to this Agreement hereby agrees that it shall not institute against, or join any other Person in instituting against, any Designated Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law for one year and a day after the payment in full of all outstanding senior indebtedness of any Designated Lender; provided that the Designating Lender for each Designated Lender hereby agrees to indemnify, save and hold harmless each other party hereto for any loss, cost, damage and expense arising out of its inability to institute any such proceeding against such Designated Lender. This Section 12.1.2 13.1(B) shall survive the termination of this Agreement.

Designated Lenders. Any Lender (ieach, a “Designating Lender”) Subject may at any time while the Borrower has been assigned an Investment Grade Rating from either S&P or Xxxxx’x designate one Designated Lender to fund Bid Rate Loans on behalf of such Designating Lender subject to the terms of this subsection, and conditions set forth the provisions in this Section 12.1.2, any Lender may from time to time elect to designate an Eligible Designee to provide all or any part of the Loans to be made by such Lender pursuant to this Agreement; provided that the designation of an Eligible Designee by any Lender for purposes subsections (b) and (d) of this Section 12.1.2 shall be subject to the approval of the Agent (which consent shall not be unreasonably withheld or delayed)apply to such designation. Upon the execution by the No Lender may designate more than one Designated Lender. The parties to each such designation shall execute and deliver to the Administrative Agent for its acceptance a Designation Agreement. Upon such receipt of an agreement appropriately completed Designation Agreement executed by a Designating Lender and a designee representing that it is a Designated Lender, the Administrative Agent will accept such Designation Agreement and give prompt notice thereof to the Borrower, whereupon (i) the Borrower shall execute and deliver to the Designating Lender a Bid Rate Note payable to the order of the Designated Lender, (ii) from and after the effective date specified in the form of Exhibit F hereto (a “Designation Agreement”) and the acceptance thereof by the Agent, the Eligible Designee Designated Lender shall become a Designated Lender for purposes of party to this Agreement. The Designating Lender shall thereafter have the Agreement with a right to permit the Designated Lender to provide all or a portion make Bid Rate Loans on behalf of the Loans to be made by the its Designating Lender pursuant to Section 2.3 after the terms Borrower has accepted a Bid Rate Loan (or portion thereof) of the Designating Lender, and (iii) the Designated Lender shall not be required to make payments with respect to any obligations in this Agreement except to the extent of excess cash flow of such Designated Lender which is not otherwise required to repay obligations of such Designated Lender which are then due and payable; provided, however, that regardless of such designation and assumption by the Designated Lender, the Designating Lender shall be and remain obligated to the Borrower, the Administrative Agent and the making Lenders for each and every of such Loans or portion thereof shall satisfy the obligations of the Designating Lender and its related Designated Lender with respect to this Agreement, including, without limitation, any indemnification obligations under Section 12.8 and any sums otherwise payable to the same extent, and as if, such Loan was made Borrower by the Designating Designated Lender. As to any Loan made by it, each Designated Lender shall have all the rights a Lender making such Loan would have under this Agreement and otherwise; provided, (x) that all voting rights under this Agreement shall be exercised solely by the Designating Lender, (y) each Each Designating Lender shall remain solely responsible serve as the agent of the Designated Lender and shall on behalf of, and to the other parties hereto exclusion of, the Designated Lender: (i) receive any and all payments made for its obligations under this Agreement, including the obligations benefit of a Lender in respect of Loans made by its the Designated Lender and (zii) no Designated Lender give and receive all communications and notices and take all actions hereunder, including, without limitation, votes, approvals, waivers, consents and amendments under or relating to this Agreement and the other Loan Documents. Any such notice, communication, vote, approval, waiver, consent or amendment shall be entitled to reimbursement under Article III hereof for any amount which would exceed the amount that would have been payable signed by the Borrowers to the Designating Lender from which as agent for the Designated Lender obtained any interests hereunder. No additional Notes and shall not be signed by the Designated Lender on its own behalf and shall be required with respect to Loans provided by a Designated Lender; provided, however, to binding on the extent any Designated Lender shall advance funds, the Designating Lender shall be deemed to hold the Notes in its possession as an agent for such Designated Lender to the same extent as if signed by the Designated Lender on its own behalf. The Borrower, the Administrative Agent and the Lenders may rely thereon without any requirement that the Designated Lender sign or acknowledge the same. No Designated Lender may assign or transfer all or any portion of its interest hereunder or under any other Loan Document, other than assignments to the Loan funded by Designating Lender which originally designated such Designated Lender. Such Designating Lender shall act as administrative agent for its Designated Lender and give and receive notices and communications hereunder. Any payments for the account of any Designated Lender shall be paid to its Designating Lender as administrative agent for such Designated Lender and neither the Borrowers nor the Agent shall be responsible for any Designating Lender’s application of such payments. In addition, any Designated Lender may (1) with notice to, but without the consent ofThe Borrower, the Borrowers or Lenders and the Agent, assign all or portions of its interests in any Loans to its Designating Lender or to any financial institution consented to by the Administrative Agent providing liquidity and/or credit facilities to or for the account of such Designated Lender and (2) subject to advising any such Person that such information is to be treated as confidential in accordance with Section 9.11, disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any guarantee, surety or credit or liquidity enhancement to such Designated Lender. (ii) Each party to this Agreement each hereby agrees that it shall will not institute against, against any Designated Lender or join any other Person in instituting against, against any Designated Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law for law, until the later to occur of (x) one year and a one day after the payment in full of all outstanding senior indebtedness of any the latest maturing commercial paper note issued by such Designated Lender, and (y) the Maturity Date. This Section 12.1.2 In connection with any such designation, the Designating Lender shall survive pay to the termination Administrative Agent an administrative fee for processing such designation in the amount of this Agreement$4,500.

Designated Lenders. (ia) Subject to the terms and conditions set forth in provisions of this Section 12.1.29.05(a), any Lender may from time to time elect to designate an Eligible Designee to provide all or any part a portion of the Loans to be made by such Lender pursuant to this Agreement; provided that the such designation of an Eligible Designee by any Lender for purposes of this Section 12.1.2 shall be subject to the approval of the Agent (which consent shall not be unreasonably withheld or delayed)effective unless the Borrower and the Administrative Agent consent thereto. Upon the execution by the parties to each such designation of When a Lender and its Eligible Designee shall have signed an agreement substantially in the form of Exhibit F H hereto (a “Designation Agreement”) and the acceptance thereof by Borrower and the AgentAdministrative Agent shall have signed their respective consents thereto, the such Eligible Designee shall become a Designated Lender for purposes of this Agreement. The Designating Lender shall thereafter have the right to permit the such Designated Lender to provide all or a portion of the Loans loans to be made by the such Designating Lender pursuant to the terms of this Agreement Section 2.01 and the making of such Loans or portion portions thereof shall satisfy the obligations obligation of the Designating Lender to the same extent, and as if, such Loan was Loans or portion thereof were made by the Designating Lender. As to any Loan Loans or portion thereof made by it, each Designated Lender shall have all the rights that a Lender making such Loan Loans or portion thereof would have had under this Agreement and otherwise; provided, provided that (x) that all its voting rights under this Agreement shall be exercised solely by the its Designating Lender, Lender and (y) each its Designating Lender shall remain solely responsible to the other parties hereto for the performance of its obligations under this Agreement, including the its obligations of a Lender in respect of the Loans or portion thereof made by its Designated Lender and (z) no Designated Lender shall be entitled to reimbursement under Article III hereof for any amount which would exceed the amount that would have been payable by the Borrowers to the Lender from which the Designated Lender obtained any interests hereunderit. No additional Notes promissory note shall be required with respect to evidence Loans provided or portions thereof made by a Designated Lender; provided, however, to the extent any Designated Lender shall advance funds, and the Designating Lender shall be deemed to hold the Notes in its possession any promissory note issued pursuant to Section 2.17(d) as an agent for such its Designated Lender to the extent of the Loan Loans or portion thereof funded by such Designated Lender. Such Each Designating Lender shall act as administrative agent for its Designated Lender and give and receive notices and other communications hereunderon its behalf. Any payments for the account of any Designated Lender shall be paid to its Designating Lender as administrative agent for such Designated Lender and neither the Borrowers Borrower nor the Administrative Agent shall be responsible for any Designating Lender’s application of such payments. In addition, any Designated Lender may (1i) with notice to, but without the prior written consent of, the Borrowers Borrower or the Administrative Agent, assign all or portions of its interests interest in any Loans to its Designating Lender or to any financial institution institutions consented to by the Borrower and the Administrative Agent providing liquidity and/or credit facilities to or for the account of such Designated Lender to support the funding of Loans or portions thereof made by such Designated Lender and (2ii) subject to advising any such Person that such information is to be treated as confidential in accordance with Section 9.11, disclose on a confidential basis any non-public information relating to its Loans or portions thereof to any rating agency, commercial paper dealer or provider of any guarantee, surety or surety, credit or liquidity enhancement to such Designated Lender. (iib) Each party to this Agreement hereby agrees that it shall will not institute against, or join any other Person in instituting against, any Designated Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings proceeding under any federal or state bankruptcy or similar law law, for one year and a day after the payment in full of all outstanding senior indebtedness of such Designated Lender is paid in full. The Designating Lender for each Designated Lender agrees to indemnify, save, and hold harmless each other party hereto for any loss, cost, damage, and expense arising out of its inability to institute any such proceeding against such Designated Lender. This Section 12.1.2 9.05(b) shall survive the termination of this Agreement.

Designated Lenders. (i) Subject to the terms and conditions set forth in this Section 12.1.213.1.2, any Lender may from time to time elect to designate an Eligible Designee to provide all or any part of the Revolving Loans to be made by such Lender pursuant to this Agreement; provided that the designation of an Eligible Designee by any Lender for purposes of this Section 12.1.2 13.1.2 shall be subject to the approval of the Administrative Agent (which consent shall not be unreasonably withheld or delayed). Upon the execution by the parties to each such designation of an agreement in the form of Exhibit F G hereto (a “Designation Agreement”"DESIGNATION AGREEMENT") and the acceptance thereof by the Administrative Agent, the Eligible Designee shall become a Designated Lender for purposes of this Agreement. The Designating Lender shall thereafter have the right to permit the Designated Lender to provide all or a portion of the Revolving Loans to be made by the Designating Lender pursuant to the terms of this Agreement and the making of such the Revolving Loans or portion thereof shall satisfy the obligations of the Designating Lender to the same extent, and as if, such Revolving Loan was made by the Designating Lender. As to any Revolving Loan made by it, each Designated Lender shall have all the rights a Lender making such Revolving Loan would have under this Agreement and otherwise; provided, (x) that all voting rights under this Agreement shall be exercised solely by the Designating Lender, (y) each Designating Lender shall remain solely responsible to the other parties hereto for its obligations under this Agreement, including the obligations of a Lender in respect of Revolving Loans made by its Designated Lender and (z) no Designated Lender shall be entitled to reimbursement under Article III hereof for any amount which would exceed the amount that would have been payable by the Borrowers any Borrower to the Lender from which the Designated Lender obtained any interests hereunder. No additional Notes shall be required with respect to Revolving Loans provided by a Designated Lender; provided, however, to the extent any Designated Lender shall advance funds, the Designating Lender shall be deemed to hold the Notes in its possession as an agent for such Designated Lender to the extent of the Revolving Loan funded by such Designated Lender. Such Designating Lender shall act as administrative agent for its Designated Lender and give and receive notices and communications hereunder. Any payments for the account of any Designated Lender shall be paid to its Designating Lender as administrative agent for such Designated Lender and neither the Borrowers nor the Administrative Agent shall be responsible for any Designating Lender’s 's application of such payments. In addition, any Designated Lender may (1) with notice to, but without the consent of, of the Borrowers or the Administrative Agent, assign all or portions of its interests in any Revolving Loans to its Designating Lender or to any financial institution consented to by the Administrative Agent providing liquidity and/or credit facilities to or for the account of such Designated Lender and (2) subject to advising any such Person that such information is to be treated as confidential in accordance with Section 9.11such Person's customary practices for dealing with confidential, non-public information, disclose on a confidential basis any non-public information relating to its Revolving Loans to any rating agency, commercial paper dealer or provider of any guarantee, surety or credit or liquidity enhancement to such Designated Lender. (ii) Each party to this Agreement hereby agrees that it shall not institute against, or join any other Person in instituting against, any Designated Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law for one year and a day after the payment in full of all outstanding senior indebtedness of any Designated Lender; provided that the Designating Lender for each Designated Lender hereby agrees to indemnify, save and hold harmless each other party hereto for any loss, cost, damage and expense arising out of its inability to institute any such proceeding against such Designated Lender. This Section 12.1.2 13.1.2 shall survive the termination of this Agreement.

Designated Lenders. (ia) Subject to the terms and conditions set forth in provisions of this Section 12.1.2subsection (a), any Lender may from at any time to time elect to designate an Eligible Designee Approved Fund to provide all or any part a portion of the Loans to be made by such Lender pursuant to this Agreement; provided that such designation shall not be effective unless the designation of an Eligible Designee by any Lender for purposes of this Section 12.1.2 shall be subject to Borrower and the approval of the Administrative Agent consent thereto (which consent consents shall not be unreasonably withheld or delayedwithheld). Upon the execution by the parties to each such designation of When a Lender and its Approved Fund shall have signed an agreement substantially in the form of Exhibit F H hereto (a “Designation Agreement”) and the acceptance thereof by Borrower and the AgentAdministrative Agent shall have signed their respective consents thereto, the Eligible Designee such Approved Fund shall become a Designated Lender for purposes of this Agreement. The Designating Lender shall thereafter have the right to permit the such Designated Lender to provide all or a portion of the Loans to be made by the such Designating Lender pursuant to the terms of this Agreement Section 2.01 or 2.03, and the making of such Loans or portion thereof shall satisfy the obligations obligation of the Designating Lender to the same extent, and as if, such Loan was Loans or portion thereof were made by the Designating Lender. As to any Loan Loans or portion thereof made by it, each Designated Lender shall have all the rights that a Lender making such Loan Loans or portion thereof would have had under this Agreement and otherwise; provided, provided that (x) that all its voting rights under this Agreement shall be exercised solely by the its Designating Lender, Lender and (y) each its Designating Lender shall remain solely responsible to the other parties hereto for its the performance of such Designated Lender’s obligations under this Agreement, including the its obligations of a Lender in respect of the Loans or portion thereof made by its Designated Lender and (z) no Designated Lender shall be entitled to reimbursement under Article III hereof for any amount which would exceed the amount that would have been payable by the Borrowers to the Lender from which the Designated Lender obtained any interests hereunderit. No additional Notes Note shall be required with respect to evidence the Loans provided or portion thereof made by a Designated Lender; provided, however, to the extent any Designated Lender shall advance funds, and the Designating Lender shall be deemed to hold the Notes in its possession Note as an agent for such its Designated Lender to the extent of the Loan Loans or portion thereof funded by such Designated Lender. Such Each Designating Lender shall act as administrative agent for its Designated Lender and give and receive notices and other communications hereunderon its behalf. Any payments for the account of any Designated Lender shall be paid to its Designating Lender as administrative agent for such Designated Lender and neither the Borrowers Borrower nor the Administrative Agent shall be responsible for any Designating Lender’s application of such payments. In addition, any Designated Lender may (1) may, with notice to, to (but without the prior written consent of, ) the Borrowers or Borrower and the Administrative Agent, (i) assign all or portions of its interests interest in any Loans to its Designating Lender or to any financial institution institutions consented to by the Borrower and the Administrative Agent providing that provide liquidity and/or credit facilities to or for the account of such Designated Lender to support the funding of Loans or portions thereof made by it and (2ii) subject to advising any such Person that such information is to be treated as confidential in accordance with Section 9.11, disclose on a confidential basis any non-public information relating to its Loans or portions thereof to any rating agency, commercial paper dealer or provider of any guarantee, surety or surety, credit or liquidity enhancement to such Designated Lender. (iib) Each party to this Agreement hereby agrees that it shall will not institute against, or join any other Person person in instituting against, any Designated Lender any bankruptcy, reorganizationinsolvency, arrangement, insolvency or liquidation proceeding reorganization or other proceedings similar proceeding under any federal or state bankruptcy or similar law law, for one year and a day after the payment in full of all outstanding senior indebtedness of such Designated Lender is paid in full. The Designating Lender for each Designated Lender agrees to indemnify, save, and hold harmless each other party hereto for any loss, cost, damage and expense arising out of its inability to institute any such proceeding against such Designated Lender. This Section 12.1.2 subsection (b) shall survive the termination of this Agreement.

Designated Lenders. (ia) Subject to the terms and conditions set forth in provisions of this Section 12.1.2subsection (a), any Lender may from at any time to time elect to designate an Eligible Designee to provide all or any part a portion of the Loans Committed Advances and Competitive Bid Advances to be made by such Lender pursuant to this Agreement; provided that such designation shall not be effective unless the designation of an Eligible Designee by any Lender for purposes of this Section 12.1.2 shall be subject to Parent and the approval of the Administrative Agent consent thereto (which consent consents shall not be unreasonably withheld or delayedwithheld). Upon the execution by the parties to each such designation of When a Lender and its Eligible Designee shall have signed an agreement substantially in the form of Exhibit F E hereto (a “Designation Agreement”) and the acceptance thereof by Parent and the AgentAdministrative Agent shall have signed their respective consents thereto, the such Eligible Designee shall become a Designated Lender for purposes of this Agreement. The Designating Lender shall thereafter have the right to permit the such Designated Lender to provide all or a portion of the Loans Committed Advances and Competitive Bid Advances to be made by the such Designating Lender pursuant to the terms of this Agreement Section 2.01 or 2.03, and the making of such Loans Advances or portion thereof shall satisfy the obligations obligation of the Designating Lender to the same extent, and as if, such Loan was Advances or portion thereof were made by the Designating Lender. As to any Loan Advances or portion thereof made by it, each Designated Lender shall have all the rights that a Lender making such Loan Advances or portion thereof would have had under this Agreement and otherwise; provided, provided that (x) that all its voting rights under this Agreement shall be exercised solely by the its Designating Lender, Lender and (y) each its Designating Lender shall remain solely responsible to the other parties hereto for its the performance of such Designated Lender’s obligations under this Agreement, including the its obligations of a Lender in respect of Loans the Advances or portion thereof made by its Designated Lender and (z) no Designated Lender shall be entitled to reimbursement under Article III hereof for any amount which would exceed the amount that would have been payable by the Borrowers to the Lender from which the Designated Lender obtained any interests hereunderit. No additional Notes Note shall be required with respect to Loans provided evidence the Advances or portion thereof made by a Designated Lender; provided, however, to the extent any Designated Lender shall advance funds, and the Designating Lender shall be deemed to hold the its Notes in its possession as an agent for such its Designated Lender to the extent of the Loan Advances or portion thereof funded by such Designated Lender. Such Each Designating Lender shall act as administrative agent for its Designated Lender and give and receive notices and other communications hereunderon its behalf. Any payments for the account of any Designated Lender shall be paid to its Designating Lender as administrative agent for such Designated Lender and neither the Borrowers Borrower nor the Administrative Agent shall be responsible for any Designating Lender’s application of such payments. In addition, any Designated Lender may (1) may, with notice to, to (but without the prior written consent of, ) the Borrowers or Parent and the Administrative Agent, (i) assign all or portions of its interests interest in any Loans Advances to its Designating Lender or to any financial institution institutions consented to by the Parent and the Administrative Agent providing that provide liquidity and/or credit facilities to or for the account of such Designated Lender to support the funding of Advances or portions thereof made by it and (2ii) subject to advising any such Person that such information is to be treated as confidential in accordance with Section 9.11, disclose on a confidential basis any non-public information relating to its Loans Advances or portions thereof to any rating agency, commercial paper dealer or provider of any guarantee, surety or surety, credit or liquidity enhancement to such Designated Lender. (iib) Each party to this Agreement hereby agrees that it shall will not institute against, or join any other Person person in instituting against, any Designated Lender any bankruptcy, reorganizationinsolvency, arrangement, insolvency or liquidation proceeding reorganization or other proceedings similar proceeding under any federal or state bankruptcy or similar law law, for one year and a day after the payment in full of all outstanding senior indebtedness of such Designated Lender is paid in full. The Designating Lender for each Designated Lender agrees to indemnify, save, and hold harmless each other party hereto for any loss, cost, damage and expense arising out of its inability to institute any such proceeding against such Designated Lender. This Section 12.1.2 subsection (b) shall survive the termination of this Agreement.

Designated Lenders. (ia) Subject to the terms and conditions set forth in provisions of this Section 12.1.29.05(a), any Lender may from time to time elect to designate an Eligible Designee to provide all or any part a portion of the Loans to be made by such Lender pursuant to this Agreement; provided that the such designation of an Eligible Designee by any Lender for purposes of this Section 12.1.2 shall be subject to the approval of the Agent (which consent shall not be unreasonably withheld or delayed)effective unless the Borrower and the Administrative Agent consent thereto. Upon the execution by the parties to each such designation of When a Lender and its Eligible Designee shall have signed an agreement substantially in the form of Exhibit F G hereto (a “Designation Agreement”) and the acceptance thereof by Borrower and the AgentAdministrative Agent shall have signed their respective consents thereto, the such Eligible Designee shall become a Designated Lender for purposes of this Agreement. The Designating Lender shall thereafter have the right to permit the such Designated Lender to provide all or a portion of the Loans loans to be made by the such Designating Lender pursuant to the terms of this Agreement Section 2.01 and the making of such Loans or portion portions thereof shall satisfy the obligations obligation of the Designating Lender to the same extent, and as if, such Loan was Loans or portion thereof were made by the Designating Lender. As to any Loan Loans or portion thereof made by it, each Designated Lender shall have all the rights that a Lender making such Loan Loans or portion thereof would have had under this Agreement and otherwise; provided, provided that (x) that all its voting rights under this Agreement shall be exercised solely by the its Designating Lender, Lender and (y) each its Designating Lender shall remain solely responsible to the other parties hereto for the performance of its obligations under this Agreement, including the its obligations of a Lender in respect of the Loans or portion thereof made by its Designated Lender and (z) no Designated Lender shall be entitled to reimbursement under Article III hereof for any amount which would exceed the amount that would have been payable by the Borrowers to the Lender from which the Designated Lender obtained any interests hereunderit. No additional Notes promissory note shall be required with respect to evidence Loans provided or portions thereof made by a Designated Lender; provided, however, to the extent any Designated Lender shall advance funds, and the Designating Lender shall be deemed to hold the Notes in its possession any promissory note issued pursuant to Section 2.11(d) as an agent for such its Designated Lender to the extent of the Loan Loans or portion thereof funded by such Designated Lender. Such Each Designating Lender shall act as administrative agent for its Designated Lender and give and receive notices and other communications hereunderon its behalf. Any payments for the account of any Designated Lender shall be paid to its Designating Lender as administrative agent for such Designated Lender and neither the Borrowers Borrower nor the Administrative Agent shall be responsible for any Designating Lender’s application of such payments. In addition, any Designated Lender may (1i) with notice to, but without the prior written consent of, the Borrowers Borrower or the Administrative Agent, assign all or portions of its interests interest in any Loans to its Designating Lender or to any financial institution institutions consented to by the Borrower and the Administrative Agent providing liquidity and/or credit facilities to or for the account of such Designated Lender to support the funding of Loans or portions thereof made by such Designated Lender and (2ii) subject to advising any such Person that such information is to be treated as confidential in accordance with Section 9.11, disclose on a confidential basis any non-public information relating to its Loans or portions thereof to any rating agency, commercial paper dealer or provider of any guarantee, surety or surety, credit or liquidity enhancement to such Designated Lender. (iib) Each party to this Agreement hereby agrees that it shall will not institute against, or join any other Person in instituting against, any Designated Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings proceeding under any federal or state bankruptcy or similar law law, for one year and a day after the payment in full of all outstanding senior indebtedness of such Designated Lender is paid in full. The Designating Lender for each Designated Lender agrees to indemnify, save, and hold harmless each other party hereto for any loss, cost, damage and expense arising out of its inability to institute any such proceeding against such Designated Lender. This Section 12.1.2 9.05(b) shall survive the termination of this Agreement.

Designated Lenders. (ia) Subject to the terms and conditions set forth in provisions of this Section 12.1.2‎Section 9.05(a), any Lender may from time to time elect to designate an Eligible Designee to provide all or any part a portion of the Loans to be made by such Lender pursuant to this Agreement; provided that the such designation of an Eligible Designee by any Lender for purposes of this Section 12.1.2 shall be subject to the approval of the Agent (which consent shall not be unreasonably withheld or delayed)effective unless the Borrower and the Administrative Agent consent thereto. Upon the execution by the parties to each such designation of When a Lender and its Eligible Designee shall have signed an agreement substantially in the form of Exhibit F H hereto (a “Designation Agreement”) and the acceptance thereof by Borrower and the AgentAdministrative Agent shall have signed their respective consents thereto, the such Eligible Designee shall become a Designated Lender for purposes of this Agreement. The Designating Lender shall thereafter have the right to permit the such Designated Lender to provide all or a portion of the Loans loans to be made by the such Designating Lender pursuant to the terms of this Agreement ‎Section 2.01 and the making of such Loans or portion portions thereof shall satisfy the obligations obligation of the Designating Lender to the same extent, and as if, such Loan was Loans or portion thereof were made by the Designating Lender. As to any Loan Loans or portion thereof made by it, each Designated Lender shall have all the rights that a Lender making such Loan Loans or portion thereof would have had under this Agreement and otherwise; provided, provided that (x) that all its voting rights under this Agreement shall be exercised solely by the its Designating Lender, Lender and (y) each its Designating Lender shall remain solely responsible to the other parties hereto for the performance of its obligations under this Agreement, including the its obligations of a Lender in respect of the Loans or portion thereof made by its Designated Lender and (z) no Designated Lender shall be entitled to reimbursement under Article III hereof for any amount which would exceed the amount that would have been payable by the Borrowers to the Lender from which the Designated Lender obtained any interests hereunderit. No additional Notes promissory note shall be required with respect to evidence Loans provided or portions thereof made by a Designated Lender; provided, however, to the extent any Designated Lender shall advance funds, and the Designating Lender shall be deemed to hold the Notes in its possession any promissory note issued pursuant to Section 2.17(d) as an agent for such its Designated Lender to the extent of the Loan Loans or portion thereof funded by such Designated Lender. Such Each Designating Lender shall act as administrative agent for its Designated Lender and give and receive notices and other communications hereunderon its behalf. Any payments for the account of any Designated Lender shall be paid to its Designating Lender as administrative agent for such Designated Lender and neither the Borrowers Borrower nor the Administrative Agent shall be responsible for any Designating Lender’s application of such payments. In addition, any Designated Lender may (1i) with notice to, but without the prior written consent of, the Borrowers Borrower or the Administrative Agent, assign all or portions of its interests interest in any Loans to its Designating Lender or to any financial institution institutions consented to by the Borrower and the Administrative Agent providing liquidity and/or credit facilities to or for the account of such Designated Lender to support the funding of Loans or portions thereof made by such Designated Lender and (2ii) subject to advising any such Person that such information is to be treated as confidential in accordance with Section 9.11, disclose on a confidential basis any non-public information relating to its Loans or portions thereof to any rating agency, commercial paper dealer or provider of any guarantee, surety or surety, credit or liquidity enhancement to such Designated Lender. (iib) Each party to this Agreement hereby agrees that it shall will not institute against, or join any other Person in instituting against, any Designated Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings proceeding under any federal or state bankruptcy or similar law law, for one year and a day after the payment in full of all outstanding senior indebtedness of such Designated Lender is paid in full. The Designating Lender for each Designated Lender agrees to indemnify, save, and hold harmless each other party hereto for any loss, cost, damage, and expense arising out of its inability to institute any such proceeding against such Designated Lender. This Section 12.1.2 ‎Section 9.05(b) shall survive the termination of this Agreement.

Designated Lenders. (ia) Subject to the terms and conditions set forth in this Section 12.1.2, any Lender may from time to time elect to designate an Eligible Designee to provide all or any part of the Loans to be made by such Lender pursuant to this Agreement; provided that the designation of an Eligible Designee by any Lender for purposes of this Section 12.1.2 shall be subject to the approval of the Administrative Agent and, solely in the case of any designation in respect of a Lender’s Revolving Commitment, the LC Issuers and the Swing Line Lender (which consent shall not be unreasonably withheld or delayed). Upon the execution by the parties to each such designation of an agreement in the form of Exhibit F E hereto (a “Designation Agreement”) and the acceptance thereof by the Administrative Agent, the Eligible Designee shall become a Designated Lender for purposes of this Agreement. The Designating Lender shall thereafter have the right to permit the Designated Lender to provide all or a portion of the Loans to be made by the Designating Lender pursuant to the terms of this Agreement and the making of such the Loans or portion thereof shall satisfy the obligations of the Designating Lender to the same extent, and as if, such Loan was made by the Designating Lender. As to any Loan made by it, each Designated Lender shall have all the rights a Lender making such Loan would have under this Agreement and otherwise; provided, provided that (x) that all voting rights under this Agreement shall be exercised solely by the Designating Lender, (y) each Designating Lender shall remain solely responsible to the other parties hereto for its obligations under this Agreement, including the obligations of a Lender in respect of Loans made by its Designated Lender and (z) no Designated Lender shall be entitled to reimbursement under Article III hereof for any amount which would exceed the amount that would have been payable by the Borrowers Borrower to the Lender from which the Designated Lender obtained any interests hereunder. No additional Notes shall be required with respect to Loans provided by a Designated Lender; provided, however, to the extent any Designated Lender shall advance funds, the Designating Lender shall be deemed to hold the Notes in its possession as an a non-fiduciary agent for such Designated Lender to the extent of the Loan funded by such Designated Lender. Such Designating Lender shall act as administrative agent for its Designated Lender and give and receive notices and communications hereunder. Any payments for the account of any Designated Lender shall be paid to its Designating Lender as administrative agent for such Designated Lender and neither the Borrowers Borrower nor the Administrative Agent shall be responsible for any Designating Lender’s application of such payments. In addition, any Designated Lender may (1) with notice to, but without the consent of, of the Borrowers Borrower or the Administrative Agent, assign all or portions of its interests in any Loans to its Designating Lender or to any financial institution consented to by the Administrative Agent providing liquidity and/or credit facilities to or for the account of such Designated Lender and (2) subject to advising any such Person that such information is to be treated as confidential in accordance with Section 9.11, disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any guarantee, surety or credit or liquidity enhancement to such Designated Lender. In addition, each such Designating Lender that elects to designate an Eligible Designee and such Eligible Designee becomes a Designated Lender, (i) shall keep a register for the registration relating to each such Loan, specifying such Designated Lender’s name, address and entitlement to payments of principal and interest with respect to such Loan and each transfer thereof and the name and address of each transferees and (ii) shall collect, prior to the time such Designated Lender receives payment with respect to such Loans from each such Designated Lender, the appropriate forms, certificates, and statements described in Section 3.5 (and updated as required by Section 3.5) as if such Designated Lender were a Lender under Section 3.5. (iib) Each party to this Agreement hereby agrees that it shall not institute against, or join any other Person in instituting against, any Designated Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law for one year and a day after the payment in full of all outstanding senior indebtedness of any Designated Lender; provided that the Designating Lender for each Designated Lender hereby agrees to indemnify, save and hold harmless each other party hereto for any loss, cost, damage and expense arising out of its inability to institute any such proceeding against such Designated Lender. This Section 12.1.2 shall survive the termination of this Agreement.

Designated Lenders. Any Lender (ieach, a “Designating Lender”) Subject may at any time while the Borrower has been assigned Investment Grade Ratings as provided in Section 2.2.(a) designate one Designated Lender to fund Bid Rate Loans on behalf of such Designating Lender subject to the terms of this subsection, and conditions set forth the provisions in this Section 12.1.2, any the immediately preceding subsections (b) and (d) shall not apply to such designation. No Lender may from time to time elect to designate an Eligible Designee to provide all or any part of the Loans to be made by such Lender pursuant to this Agreement; provided that the designation of an Eligible Designee by any Lender for purposes of this Section 12.1.2 shall be subject to the approval of the Agent (which consent shall not be unreasonably withheld or delayed)more than one Designated Lender. Upon the execution by the The parties to each such designation shall execute and deliver to the Administrative Agent for its acceptance a Designation Agreement. Upon such receipt of an agreement appropriately completed Designation Agreement executed by a Designating Lender and a designee representing that it is a Designated Lender, the Administrative Agent will accept such Designation Agreement and give prompt notice thereof to the Borrower, whereupon (i) the Borrower shall execute and deliver to the Designating Lender a Bid Rate Note payable to the order of the Designated Lender, (ii) from and after the effective date specified in the form of Exhibit F hereto (a “Designation Agreement”) and the acceptance thereof by the Agent, the Eligible Designee Designated Lender shall become a Designated Lender for purposes of party to this Agreement. The Designating Lender shall thereafter have the Agreement with a right to permit the Designated Lender to provide all or a portion make Bid Rate Loans on behalf of the Loans to be made by the its Designating Lender pursuant to Section 2.2. after the terms Borrower has accepted a Bid Rate Loan (or portion thereof) of the Designating Lender, and (iii) the Designated Lender shall not be required to make payments with respect to any obligations in this Agreement except to the extent of excess cash flow of such Designated Lender which is not otherwise required to repay obligations of such Designated Lender which are then due and payable; provided, however, that regardless of such designation and assumption by the Designated Lender, the Designating Lender shall be and remain obligated to the Borrower, the Administrative Agent and the making Lenders for each and every of such Loans or portion thereof shall satisfy the obligations of the Designating Lender and its related Designated Lender with respect to this Agreement, including, without limitation, any indemnification obligations under Section 12.7. and any sums otherwise payable to the same extent, and as if, such Loan was made Borrower by the Designating Designated Lender. As to any Loan made by it, each Designated Lender shall have all the rights a Lender making such Loan would have under this Agreement and otherwise; provided, (x) that all voting rights under this Agreement shall be exercised solely by the Designating Lender, (y) each Each Designating Lender shall remain solely responsible serve as the agent of the Designated Lender and shall on behalf of, and to the other parties hereto exclusion of, the Designated Lender: (i) receive any and all payments made for its obligations under this Agreement, including the obligations benefit of a Lender in respect of Loans made by its the Designated Lender and (zii) no Designated Lender give and receive all communications and notices and take all actions hereunder, including, without limitation, votes, approvals, waivers, consents and amendments under or relating to this Agreement and the other Loan Documents. Any such notice, communication, vote, approval, waiver, consent or amendment shall be entitled to reimbursement under Article III hereof for any amount which would exceed the amount that would have been payable signed by the Borrowers to the Designating Lender from which as agent for the Designated Lender obtained any interests hereunder. No additional Notes and shall not be signed by the Designated Lender on its own behalf and shall be required with respect to Loans provided by a Designated Lender; provided, however, to binding on the extent any Designated Lender shall advance funds, the Designating Lender shall be deemed to hold the Notes in its possession as an agent for such Designated Lender to the same extent as if signed by the Designated Lender on its own behalf. The Borrower, the Administrative Agent and the Lenders may rely thereon without any requirement that the Designated Lender sign or acknowledge the same. No Designated Lender may assign or transfer all or any portion of its interest hereunder or under any other Loan Document, other than assignments to the Loan funded by Designating Lender which originally designated such Designated Lender. Such Designating Lender shall act as administrative agent for its Designated Lender and give and receive notices and communications hereunder. Any payments for the account of any Designated Lender shall be paid to its Designating Lender as administrative agent for such Designated Lender and neither the Borrowers nor the Agent shall be responsible for any Designating Lender’s application of such payments. In addition, any Designated Lender may (1) with notice to, but without the consent ofThe Borrower, the Borrowers or Lenders and the Agent, assign all or portions of its interests in any Loans to its Designating Lender or to any financial institution consented to by the Administrative Agent providing liquidity and/or credit facilities to or for the account of such Designated Lender and (2) subject to advising any such Person that such information is to be treated as confidential in accordance with Section 9.11, disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any guarantee, surety or credit or liquidity enhancement to such Designated Lender. (ii) Each party to this Agreement each hereby agrees that it shall will not institute against, against any Designated Lender or join any other Person in instituting against, against any Designated Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law for law, until the later to occur of (x) one year and a one day after the payment in full of all outstanding senior indebtedness the latest maturing commercial paper note issued by such Designated Lender and (y) the Termination Date. In connection with any such designation, the Designating Lender shall pay to the Administrative Agent an administrative fee for processing such designation in the amount of any Designated Lender. This Section 12.1.2 shall survive the termination of this Agreement$2,000.

Designated Lenders. (i) Subject to the terms and conditions set forth in this Section 12.1.213.1(B), any Lender may from time to time elect to designate an Eligible Designee to provide all or any part of the Loans to be made by such Lender pursuant to this Agreement; provided that the designation of an Eligible Designee by any Lender for purposes of this Section 12.1.2 13.1(B) shall be subject to the approval of the Administrative Agent (which consent shall not be unreasonably withheld or delayed). Upon the execution by the parties to each such designation of an agreement in the form of Exhibit F N hereto (a “Designation Agreement”"DESIGNATION AGREEMENT") and the acceptance thereof by the Administrative Agent, the Eligible Designee shall become a Designated Lender for purposes of this Agreement. The Designating Lender shall thereafter have the right to permit the Designated Lender to provide all or a portion of the Loans to be made by the Designating Lender pursuant to the terms of this Agreement and the making of such the Loans or portion thereof shall satisfy the obligations of the Designating Lender to the same extent, and as if, such Loan was made by the Designating Lender. As to any Loan made by it, each Designated Lender shall have all the rights a Lender making such Loan would have under this Agreement and otherwise; provided, that (x) that all voting rights under this Agreement shall be exercised solely by the Designating Lender, (y) each Designating Lender shall remain solely responsible to the other parties hereto for its obligations under this Agreement, including the obligations of a Lender in respect of Loans made by its Designated Lender and (z) no Designated Lender shall be entitled to reimbursement under Article III IV hereof for any amount which would exceed the amount that would have been payable by the Borrowers any Borrower to the Lender from which the Designated Lender obtained any interests hereunder. No additional Notes promissory notes shall be required to be issued hereunder with respect to Loans provided by a Designated Lender; provided, however, to the extent any Designated Lender shall advance funds, the Designating Lender shall be deemed to hold the Notes promissory notes issued hereunder in its possession as an administrative agent for such Designated Lender to the extent of the Loan funded by such Designated Lender. Such Designating Lender shall act as an administrative agent for its Designated Lender and give and receive notices and communications hereunder. Any payments for the account of any Designated Lender shall be paid to its Designating Lender as administrative agent for such Designated Lender and neither the Borrowers nor the Administrative Agent shall be responsible for any Designating Lender’s 's application of such payments. In addition, any Designated Lender may (1) with notice to, but without the consent of, of the Borrowers or the Administrative Agent, assign all or portions of its interests in any Loans to its Designating Lender or to any financial institution consented to by the Administrative Agent providing liquidity and/or credit facilities to or for the account of such Designated Lender and (2) subject to advising any such Person that such information is to be treated as confidential in accordance with Section 9.1113.4, disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any guarantee, surety or credit or liquidity enhancement to such Designated Lender. (ii) Each party to this Agreement hereby agrees that it shall not institute against, or join any other Person in instituting against, any Designated Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law for one year and a day after the payment in full of all outstanding senior indebtedness of any Designated Lender; provided that the Designating Lender for each Designated Lender hereby agrees to indemnify, save and hold harmless each other party hereto for any loss, cost, damage and expense arising out of its inability to institute any such proceeding against such Designated Lender. This Section 12.1.2 13.1(B) shall survive the termination of this Agreement.

Designated Lenders. Any Lender (ieach, a “Designating Lender”) Subject may at any time while the Borrower or the Parent, as the case may be, has been assigned an Investment Grade Rating from either S&P or Xxxxx’x designate one Designated Lender to fund Bid Rate Loans on behalf of such Designating Lender subject to the terms of this subsection (d) and conditions set forth the provisions in this Section 12.1.2, any the immediately preceding subsections (b) and (c) shall not apply to such designation. No Lender may from time to time elect to designate an Eligible Designee to provide all or any part of the Loans to be made by such Lender pursuant to this Agreement; provided that the designation of an Eligible Designee by any Lender for purposes of this Section 12.1.2 shall be subject to the approval of the Agent (which consent shall not be unreasonably withheld or delayed)more than one Designated Lender. Upon the execution by the The parties to each such designation shall execute and deliver to the Agent for its acceptance a Designation Agreement. Upon such receipt of an agreement appropriately completed Designation Agreement executed by a Designating Lender and a designee representing that it is a Designated Lender, the Agent will accept such Designation Agreement and give prompt notice thereof to the Borrower, whereupon, (i) the Borrower shall execute and deliver to the Designating Lender a Designated Lender Note payable to the order of the Designated Lender, (ii) from and after the effective date specified in the form of Exhibit F hereto (a “Designation Agreement”) and the acceptance thereof by the Agent, the Eligible Designee Designated Lender shall become a Designated Lender for purposes of party to this Agreement. The Designating Lender shall thereafter have the Agreement with a right to permit the Designated Lender to provide all or a portion make Bid Rate Loans on behalf of the Loans to be made by the its Designating Lender pursuant to Section 2.2. after the terms Borrower has accepted a Bid Rate Loan (or portion thereof) of the Designating Lender, and (iii) the Designated Lender shall not be required to make payments with respect to any obligations in this Agreement except to the extent of excess cash flow of such Designated Lender which is not otherwise required to repay obligations of such Designated Lender which are then due and payable; provided, however, that regardless of such designation and assumption by the Designated Lender, the Designating Lender shall be and remain obligated to the Borrower, the Agent and the making Lenders for each and every of such Loans or portion thereof shall satisfy the obligations of the Designating Lender and its related Designated Lender with respect to this Agreement, including, without limitation, any indemnification obligations under Section 12.6. and any sums otherwise payable to the same extent, and as if, such Loan was made Borrower by the Designating Designated Lender. As to any Loan made by it, each Designated Lender shall have all the rights a Lender making such Loan would have under this Agreement and otherwise; provided, (x) that all voting rights under this Agreement shall be exercised solely by the Designating Lender, (y) each Each Designating Lender shall remain solely responsible serve as the Agent of the Designated Lender and shall on behalf of, and to the other parties hereto exclusion of, the Designated Lender: (i) receive any and all payments made for its obligations under this Agreement, including the obligations benefit of a Lender in respect of Loans made by its the Designated Lender and (zii) no Designated Lender give and receive all communications and notices and take all actions hereunder, including, without limitation, votes, approvals, waivers, consents and amendments under or relating to this Agreement and the other Loan Documents. Any such notice, communication, vote, approval, waiver, consent or amendment shall be entitled to reimbursement under Article III hereof for any amount which would exceed the amount that would have been payable signed by the Borrowers to the Designating Lender from which as Agent for the Designated Lender obtained any interests hereunder. No additional Notes and shall not be signed by the Designated Lender on its own behalf and shall be required with respect to Loans provided by a Designated Lender; provided, however, to binding on the extent any Designated Lender shall advance funds, the Designating Lender shall be deemed to hold the Notes in its possession as an agent for such Designated Lender to the same extent as if signed by the Designated Lender on its own behalf. The Borrower, the Agent and the Lenders may rely thereon without any requirement that the Designated Lender sign or acknowledge the same. No Designated Lender may assign or transfer all or any portion of its interest hereunder or under any other Loan Document, other than assignments to the Loan funded by Designating Lender which originally designated such Designated Lender. Such Designating Lender shall act as administrative agent for its Designated Lender The Borrower, the Lenders and give and receive notices and communications hereunder. Any payments for the account of any Designated Lender shall be paid to its Designating Lender as administrative agent for such Designated Lender and neither the Borrowers nor the Agent shall be responsible for any Designating Lender’s application of such payments. In addition, any Designated Lender may (1) with notice to, but without the consent of, the Borrowers or the Agent, assign all or portions of its interests in any Loans to its Designating Lender or to any financial institution consented to by the Agent providing liquidity and/or credit facilities to or for the account of such Designated Lender and (2) subject to advising any such Person that such information is to be treated as confidential in accordance with Section 9.11, disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any guarantee, surety or credit or liquidity enhancement to such Designated Lender. (ii) Each party to this Agreement each hereby agrees that it shall will not institute against, against any Designated Lender or join any other Person in instituting against, against any Designated Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law for law, until the later to occur of (x) one year and a one day after the payment in full of all outstanding senior indebtedness the latest maturing commercial paper note issued by such Designated Lender and (y) the Termination Date. In connection with any such designation the Designating Lender shall pay to the Agent an administrative fee for processing such designation in the amount of any Designated Lender. This Section 12.1.2 shall survive the termination of this Agreement$2,000.

Designated Lenders. (ia) Subject to the terms and conditions set forth in this Section 12.1.212.4(a), any Lender may from time to time elect to designate an Eligible Designee to provide all or any part of the Loans to be made by such Lender pursuant to this Agreement; provided that the designation of an Eligible Designee by any Lender for purposes of this Section 12.1.2 12.4(a) shall be subject to the approval of the Borrower (so long as no Default has occurred and its continuing) and the Administrative Agent (which consent consents shall not be unreasonably withheld or delayed). Upon the execution by the parties to each such designation of an agreement in the form of Exhibit F I hereto (a “"Designation Agreement”") and the acceptance thereof by the Borrower (if required) and the Administrative Agent, the Eligible Designee shall become a Designated Lender for purposes of this Agreement. The Designating Lender shall thereafter have the right to permit the Designated Lender to provide all or a portion of the Loans to be made by the Designating Lender pursuant to the terms of this Agreement and the making of such Loans or portion thereof shall satisfy the obligations obligation of the Designating Lender to the same extent, and as if, such Loan was made by the Designating Lender. As to any Loan made by it, each Designated Lender shall have all the rights a Lender making such Loan would have under this Agreement and otherwise; provided, (x) that all voting rights under this Agreement shall be exercised solely by the Designating Lender, Lender and (y) each Designating Lender shall remain solely responsible to the other parties hereto for its obligations under this Agreement, including the obligations of a Lender in respect of Loans made by its Designated Lender and (z) Lender. If the Designating Lender's Loans are evidenced by Notes, no Designated Lender shall be entitled to reimbursement under Article III hereof for any amount which would exceed the amount that would have been payable by the Borrowers to the Lender from which the Designated Lender obtained any interests hereunder. No additional Notes shall be required with respect to Loans provided by a Designated Lender; provided, however, to the extent any Designated Lender shall advance funds, the Designating Lender shall be deemed to hold the any Notes in its possession as an agent for such Designated Lender to the extent of the Loan funded by such Designated Lender. Such Designating Lender shall act as administrative agent for its Designated Lender and give and receive notices and communications hereunder. Any payments for the account of any Designated Lender shall be paid to its Designating Lender as administrative agent for such Designated Lender and neither the Borrowers Borrower nor the Administrative Agent shall be responsible for any Designating Lender’s 's application of any such payments. In addition, any Designated Lender may (1i) with notice to, but without the consent of, of the Borrowers or Borrower and the Administrative Agent, assign all or portions of its interests in any Loans to its Designating Lender or to any financial institution consented to by the Borrower (so long as no Default has occurred and is continuing) and the Administrative Agent providing liquidity and/or credit facilities to or for the account of such Designated Lender and (2ii) subject to advising any such Person that such information is to be treated as confidential in accordance with Section 9.11such Person's customary practices for dealing with confidential, non-public information, disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any guarantee, surety or credit or liquidity enhancement to such Designated Lender. (iib) Each party to this Agreement hereby agrees that it shall not institute against, or join any other Person person in instituting against, against any Designated Lender any bankruptcy, reorganization, arrangementarrangements, insolvency or liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law for one year and a day after the payment in full of all outstanding senior indebtedness of any Designated Lender; provided that the Designating Lender for each Designated Lender hereby agrees to indemnify, save and hold harmless each other party hereto for any loss, cost, damage and expense arising out of their inability to institute any such proceeding against such Designated Lender. This Section 12.1.2 12.4(b) shall survive the termination of this Agreement.

Designated Lenders. Any Lender (ieach, a “Designating Lender”) Subject may at any time while the Borrower has been assigned an Investment Grade Rating from either S&P or Xxxxx’x designate one Designated Lender to fund Bid Rate Loans on behalf of such Designating Lender subject to the terms of this subsection, and conditions set forth the provisions in this Section 12.1.2, any the immediately preceding subsections (b) and (d) shall not apply to such designation. No Lender may from time to time elect to designate an Eligible Designee to provide all or any part of the Loans to be made by such Lender pursuant to this Agreement; provided that the designation of an Eligible Designee by any Lender for purposes of this Section 12.1.2 shall be subject to the approval of the Agent (which consent shall not be unreasonably withheld or delayed)more than one Designated Lender. Upon the execution by the The parties to each such designation shall execute and deliver to the Administrative Agent for its acceptance a Designation Agreement. Upon such receipt of an agreement appropriately completed Designation Agreement executed by a Designating Lender and a designee representing that it is a Designated Lender, the Administrative Agent will accept such Designation Agreement and give prompt notice thereof to the Borrower, whereupon (i) the Borrower shall execute and deliver to the Designating Lender a Bid Rate Note payable to the order of the Designated Lender, (ii) from and after the effective date specified in the form of Exhibit F hereto (a “Designation Agreement”) and the acceptance thereof by the Agent, the Eligible Designee Designated Lender shall become a Designated Lender for purposes of party to this Agreement. The Designating Lender shall thereafter have the Agreement with a right to permit the Designated Lender to provide all or a portion make Bid Rate Loans on behalf of the Loans to be made by the its Designating Lender pursuant to Section 2.2. after the terms Borrower has accepted a Bid Rate Loan (or portion thereof) of the Designating Lender, and (iii) the Designated Lender shall not be required to make payments with respect to any obligations in this Agreement except to the extent of excess cash flow of such Designated Lender which is not otherwise required to repay obligations of such Designated Lender which are then due and payable; provided, however, that regardless of such designation and assumption by the Designated Lender, the Designating Lender shall be and remain obligated to the Borrower, the Administrative Agent and the making Lenders for each and every of such Loans or portion thereof shall satisfy the obligations of the Designating Lender and its related Designated Lender with respect to this Agreement, including, without limitation, any indemnification obligations under Section 11.6. and any sums otherwise payable to the same extent, and as if, such Loan was made Borrower by the Designating Designated Lender. As to any Loan made by it, each Designated Lender shall have all the rights a Lender making such Loan would have under this Agreement and otherwise; provided, (x) that all voting rights under this Agreement shall be exercised solely by the Designating Lender, (y) each Each Designating Lender shall remain solely responsible serve as the agent of the Designated Lender and shall on behalf of, and to the other parties hereto exclusion of, the Designated Lender: (i) receive any and all payments made for its obligations under this Agreement, including the obligations benefit of a Lender in respect of Loans made by its the Designated Lender and (zii) no Designated Lender give and receive all communications and notices and take all actions hereunder, including, without limitation, votes, approvals, waivers, consents and amendments under or relating to this Agreement and the other Loan Documents. Any such notice, communication, vote, approval, waiver, consent or amendment shall be entitled to reimbursement under Article III hereof for any amount which would exceed the amount that would have been payable signed by the Borrowers to the Designating Lender from which as agent for the Designated Lender obtained any interests hereunder. No additional Notes and shall not be signed by the Designated Lender on its own behalf and shall be required with respect to Loans provided by a Designated Lender; provided, however, to binding on the extent any Designated Lender shall advance funds, the Designating Lender shall be deemed to hold the Notes in its possession as an agent for such Designated Lender to the same extent as if signed by the Designated Lender on its own behalf. The Borrower, the Administrative Agent and the Lenders may rely thereon without any requirement that the Designated Lender sign or acknowledge the same. No Designated Lender may assign or transfer all or any portion of its interest hereunder or under any other Loan Document, other than assignments to the Loan funded by Designating Lender which originally designated such Designated Lender. Such Designating Lender shall act as administrative agent for its Designated Lender and give and receive notices and communications hereunder. Any payments for the account of any Designated Lender shall be paid to its Designating Lender as administrative agent for such Designated Lender and neither the Borrowers nor the Agent shall be responsible for any Designating Lender’s application of such payments. In addition, any Designated Lender may (1) with notice to, but without the consent ofThe Borrower, the Borrowers or Lenders and the Agent, assign all or portions of its interests in any Loans to its Designating Lender or to any financial institution consented to by the Administrative Agent providing liquidity and/or credit facilities to or for the account of such Designated Lender and (2) subject to advising any such Person that such information is to be treated as confidential in accordance with Section 9.11, disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any guarantee, surety or credit or liquidity enhancement to such Designated Lender. (ii) Each party to this Agreement each hereby agrees that it shall will not institute against, against any Designated Lender or join any other Person in instituting against, against any Designated Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law for law, until the later to occur of (x) one year and a one day after the payment in full of all outstanding senior indebtedness the latest maturing commercial paper note issued by such Designated Lender and (y) the Termination Date. In connection with any such designation, the Designating Lender shall pay to the Administrative Agent an administrative fee for processing such designation in the amount of any Designated Lender. This Section 12.1.2 shall survive the termination of this Agreement$2,000.

Designated Lenders. (ia) Subject to the terms and conditions set forth in provisions of this Section 12.1.2subsection (a), any Lender Bank may from at any time to time elect to designate an Eligible Designee to provide all or any part a portion of the Loans to be made by such Lender Bank pursuant to this Agreement; provided that such designation shall not be effective unless the designation of an Eligible Designee by any Lender for purposes of this Section 12.1.2 shall be subject to the approval of Company and the Agent consent thereto (which consent consents shall not be unreasonably withheld or delayedwithheld). Upon the execution by the parties to each such designation of When a Bank and its Eligible Designee shall have signed an agreement substantially in the form of Exhibit F K hereto (a “"Designation Agreement”") and the acceptance thereof by Company and the AgentAgent shall have signed their respective consents thereto, the such Eligible Designee shall become a Designated Lender for purposes of this Agreement. The Designating Lender Bank shall thereafter have the right to permit the such Designated Lender to provide all or a portion of the Loans to be made by the such Designating Lender Bank pursuant to the terms of this Agreement Section 2.01 or 2.03, and the making of such Loans or portion thereof shall satisfy the obligations obligation of the Designating Lender Bank to the same extent, and as if, such Loan was Loans or portion thereof were made by the Designating LenderBank. As to any Loan Loans or portion thereof made by it, each Designated Lender shall have all the rights that a Lender Bank making such Loan Loans or portion thereof would have had under this Agreement and otherwise; provided, provided that (x) that all its voting rights under this Agreement shall be exercised solely by the its Designating Lender, Bank and (y) each its Designating Lender Bank shall remain solely responsible to the other parties hereto for its the performance of such Designated Lender's obligations under this Agreement, including the its obligations of a Lender in respect of the Loans or portion thereof made by its Designated Lender and (z) no Designated Lender shall be entitled to reimbursement under Article III hereof for any amount which would exceed the amount that would have been payable by the Borrowers to the Lender from which the Designated Lender obtained any interests hereunderit. No additional Notes Note shall be required with respect to evidence the Loans provided or portion thereof made by a Designated Lender; provided, however, to the extent any Designated Lender shall advance funds, and the Designating Lender Bank shall be deemed to hold the Notes in its possession Note as an agent for such its Designated Lender to the extent of the Loan Loans or portion thereof funded by such Designated Lender. Such Each Designating Lender Bank shall act as administrative agent for its Designated Lender and give and receive notices and other communications hereunderon its behalf. Any payments for the account of any Designated Lender shall be paid to its Designating Lender Bank as administrative agent for such Designated Lender and neither the Borrowers Company nor the Agent shall be responsible for any Designating Lender’s Bank's application of such payments. In addition, any Designated Lender may (1) may, with notice to, to (but without the prior written consent of, ) the Borrowers or Company and the Agent, (i) assign all or portions of its interests interest in any Loans to its Designating Lender Bank or to any financial institution institutions consented to by the Company and the Agent providing that provide liquidity and/or credit facilities to or for the account of such Designated Lender to support the funding of Loans or portions thereof made by it and (2ii) subject to advising any such Person that such information is to be treated as confidential in accordance with Section 9.11, disclose on a confidential basis any non-public information relating to its Loans or portions thereof to any rating agency, commercial paper dealer or provider of any guarantee, surety or surety, credit or liquidity enhancement to such Designated Lender. (iib) Each party to this Agreement hereby agrees that it shall will not institute against, or join any other Person person in instituting against, any Designated Lender any bankruptcy, reorganizationinsolvency, arrangement, insolvency or liquidation proceeding reorganization or other proceedings similar proceeding under any federal or state bankruptcy or similar law law, for one year and a day after the payment in full of all outstanding senior indebtedness of such Designated Lender is paid in full. The Designating Bank for each Designated Lender agrees to indemnify, save, and hold harmless each other party hereto for any loss, cost, damage and expense arising out of its inability to institute any such proceeding against such Designated Lender. This Section 12.1.2 subsection (b) shall survive the termination of this Agreement.

Designated Lenders. (i) Subject to the terms and conditions set forth in this Section 12.1.2, any Lender may from time to time elect to designate an Eligible Designee to provide all or any part of the Loans to be made by such Lender pursuant to this Agreement; provided that the designation of an Eligible Designee by any Lender for purposes of this Section 12.1.2 shall be subject to the approval of the Agent (which consent shall not be unreasonably withheld or delayed). Upon the execution by the parties to each such designation of an agreement in the form of Exhibit F hereto (a “Designation Agreement”) and the acceptance thereof by the Agent, the Eligible Designee shall become a Designated Lender for purposes of this Agreement. The Designating Lender shall thereafter have the right to permit the Designated Lender to provide all or a portion of the Loans to be made by the Designating Lender pursuant to the terms of this Agreement and the making of such the Loans or portion thereof shall satisfy the obligations of the Designating Lender to the same extent, and as if, such Loan was made by the Designating Lender. As to any Loan made by it, each Designated Lender shall have all the rights a Lender making such Loan would have under this Agreement and otherwise; provided, (x) that all voting rights under this Agreement shall be exercised solely by the Designating Lender, (y) each Designating Lender shall remain solely responsible to the other parties hereto for its obligations under this Agreement, including the obligations of a Lender in respect of Loans made by its Designated Lender and (z) no Designated Lender shall be entitled to reimbursement under Article III hereof for any amount which would exceed the amount that would have been payable by the Borrowers Borrower to the Lender from which the Designated Lender obtained any interests hereunder. No additional Notes shall be required with respect to Loans provided by a Designated Lender; provided, however, to the extent any Designated Lender shall advance funds, the Designating Lender shall be deemed to hold the Notes in its possession as an agent for such Designated Lender to the extent of the Loan funded by such Designated Lender. Such Designating Lender shall act as administrative agent for its Designated Lender and give and receive notices and communications hereunder. Any payments for the account of any Designated Lender shall be paid to its Designating Lender as administrative agent for such Designated Lender and neither the Borrowers Borrower nor the Agent shall be responsible for any Designating Lender’s application of such payments. In addition, any Designated Lender may (1) with notice to, but without the consent of, of the Borrowers Borrower or the Agent, assign all or portions of its interests in any Loans to its Designating Lender or to any financial institution consented to by the Agent providing liquidity and/or credit facilities to or for the account of such Designated Lender and (2) subject to advising any such Person that such information is to be treated as confidential in accordance with Section 9.11, disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any guarantee, surety or credit or liquidity enhancement to such Designated Lender. (ii) Each party to this Agreement hereby agrees that it shall not institute against, or join any other Person in instituting against, any Designated Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law for one year and a day after the payment in full of all outstanding senior indebtedness of any Designated Lender; provided that the Designating Lender for each Designated Lender hereby agrees to indemnify, save and hold harmless each other party hereto for any loss, cost, damage and expense arising out of its inability to institute any such proceeding against such Designated Lender. This Section 12.1.2 shall survive the termination of this Agreement.

Designated Lenders. (ia) Subject to the terms and conditions set forth in provisions of this Section 12.1.2subsection (a), any Lender may from at any time to time elect to designate an Eligible Designee to provide all or any part a portion of the Loans Committed Advances and Competitive Bid Advances to be made by such Lender pursuant to this Agreement; provided that such designation shall not be effective unless the designation of an Eligible Designee by any Lender for purposes of this Section 12.1.2 shall be subject to Parent and the approval of the Administrative Agent consent thereto (which consent consents shall not be unreasonably withheld or delayedwithheld). Upon the execution by the parties to each such designation of When a Lender and its Eligible Designee shall have signed an agreement substantially in the form of Exhibit F E hereto (a “"Designation Agreement”") and the acceptance thereof by Parent and the AgentAdministrative Agent shall have signed their respective consents thereto, the such Eligible Designee shall become a Designated Lender for purposes of this Agreement. The Designating Lender shall thereafter have the right to permit the such Designated Lender to provide all or a portion of the Loans Committed Advances and Competitive Bid Advances to be made by the such Designating Lender pursuant to the terms of this Agreement Section 2.01 or 2.03, and the making of such Loans Advances or portion thereof shall satisfy the obligations obligation of the Designating Lender to the same extent, and as if, such Loan was Advances or portion thereof were made by the Designating Lender. As to any Loan Advances or portion thereof made by it, each Designated Lender shall have all the rights that a Lender making such Loan Advances or portion thereof would have had under this Agreement and otherwise; provided, provided that (x) that all its voting rights under this Agreement shall be exercised solely by the its Designating Lender, Lender and (y) each its Designating Lender shall remain solely responsible to the other parties hereto for its the performance of such Designated Lender's obligations under this Agreement, including the its obligations of a Lender in respect of Loans the Advances or portion thereof made by its Designated Lender and (z) no Designated Lender shall be entitled to reimbursement under Article III hereof for any amount which would exceed the amount that would have been payable by the Borrowers to the Lender from which the Designated Lender obtained any interests hereunderit. No additional Notes Note shall be required with respect to Loans provided evidence the Advances or portion thereof made by a Designated Lender; provided, however, to the extent any Designated Lender shall advance funds, and the Designating Lender shall be deemed to hold the its Notes in its possession as an agent for such its Designated Lender to the extent of the Loan Advances or portion thereof funded by such Designated Lender. Such Each Designating Lender shall act as administrative agent for its Designated Lender and give and receive notices and other communications hereunderon its behalf. Any payments for the account of any Designated Lender shall be paid to its Designating Lender as administrative agent for such Designated Lender and neither the Borrowers Borrower nor the Administrative Agent shall be responsible for any Designating Lender’s 's application of such payments. In addition, any Designated Lender may (1) may, with notice to, to (but without the prior written consent of, ) the Borrowers or Parent and the Administrative Agent, (i) assign all or portions of its interests interest in any Loans Advances to its Designating Lender or to any financial institution institutions consented to by the Parent and the Administrative Agent providing that provide liquidity and/or credit facilities to or for the account of such Designated Lender to support the funding of Advances or portions thereof made by it and (2ii) subject to advising any such Person that such information is to be treated as confidential in accordance with Section 9.11, disclose on a confidential basis any non-public information relating to its Loans Advances or portions thereof to any rating agency, commercial paper dealer or provider of any guarantee, surety or surety, credit or liquidity enhancement to such Designated Lender. (iib) Each party to this Agreement hereby agrees that it shall will not institute against, or join any other Person person in instituting against, any Designated Lender any bankruptcy, reorganizationinsolvency, arrangement, insolvency or liquidation proceeding reorganization or other proceedings similar proceeding under any federal or state bankruptcy or similar law law, for one year and a day after the payment in full of all outstanding senior indebtedness of such Designated Lender is paid in full. The Designating Lender for each Designated Lender agrees to indemnify, save, and hold harmless each other party hereto for any loss, cost, damage and expense arising out of its inability to institute any such proceeding against such Designated Lender. This Section 12.1.2 subsection (b) shall survive the termination of this Agreement.

Designated Lenders. Any Revolving Lender (ieach, a “Designating Lender”) Subject may at any time while the Trust has been assigned an Investment Grade Rating from at least two of the Rating Agencies designate one Designated Lender to fund Bid Rate Loans on behalf of such Designating Lender subject to the terms of this subsection, and conditions set forth the provisions in this Section 12.1.2, any the immediately preceding subsections (b) and (d) shall not apply to such designation. No Lender may from time to time elect to designate an Eligible Designee to provide all or any part of the Loans to be made by such Lender pursuant to this Agreement; provided that the designation of an Eligible Designee by any Lender for purposes of this Section 12.1.2 shall be subject to the approval of the Agent (which consent shall not be unreasonably withheld or delayed)more than one Designated Lender. Upon the execution by the The parties to each such designation shall execute and deliver to the Agent for its acceptance a Designation Agreement. Upon such receipt of an agreement appropriately completed Designation Agreement executed by a Designating Lender and a designee representing that it is a Designated Lender, the Agent will accept such Designation Agreement and give prompt notice thereof to the Borrower, whereupon (i) the Borrower shall execute and deliver to the Designating Lender a Bid Rate Note payable to the Designated Lender, (ii) from and after the effective date specified in the form of Exhibit F hereto (a “Designation Agreement”) and the acceptance thereof by the Agent, the Eligible Designee Designated Lender shall become a Designated Lender for purposes of party to this Agreement. The Designating Lender shall thereafter have the Agreement with a right to permit the Designated Lender to provide all or a portion make Bid Rate Loans on behalf of the Loans to be made by the its Designating Lender pursuant to Section 2.3. after the terms Borrower has accepted a Bid Rate Loan (or portion thereof) of the Designating Lender, and (iii) the Designated Lender shall not be required to make payments with respect to any obligations in this Agreement except to the extent of excess cash flow of such Designated Lender which is not otherwise required to repay obligations of such Designated Lender which are then due and payable; provided, however, that regardless of such designation and assumption by the Designated Lender, the Designating Lender shall be and remain obligated to the Borrower, the Agent and the making Lenders for each and every of such Loans or portion thereof shall satisfy the obligations of the Designating Lender and its related Designated Lender with respect to this Agreement, including, without limitation, any indemnification obligations under Section 11.7. and any sums otherwise payable to the same extent, and as if, such Loan was made Borrower by the Designating Designated Lender. As to any Loan made by it, each Designated Lender shall have all the rights a Lender making such Loan would have under this Agreement and otherwise; provided, (x) that all voting rights under this Agreement shall be exercised solely by the Designating Lender, (y) each Each Designating Lender shall remain solely responsible serve as the agent of the Designated Lender and shall on behalf of, and to the other parties hereto exclusion of, the Designated Lender: (i) receive any and all payments made for its obligations under this Agreement, including the obligations benefit of a Lender in respect of Loans made by its the Designated Lender and (zii) no Designated Lender give and receive all communications and notices and take all actions hereunder, including, without limitation, votes, approvals, waivers, consents and amendments under or relating to this Agreement and the other Loan Documents. Any such notice, communication, vote, approval, waiver, consent or amendment shall be entitled to reimbursement under Article III hereof for any amount which would exceed the amount that would have been payable signed by the Borrowers to the Designating Lender from which as agent for the Designated Lender obtained any interests hereunder. No additional Notes and shall not be signed by the Designated Lender on its own behalf and shall be required with respect to Loans provided by a Designated Lender; provided, however, to binding on the extent any Designated Lender shall advance funds, the Designating Lender shall be deemed to hold the Notes in its possession as an agent for such Designated Lender to the same extent as if signed by the Designated Lender on its own behalf. The Borrower, the Agent and the Lenders may rely thereon without any requirement that the Designated Lender sign or acknowledge the same. No Designated Lender may assign or transfer all or any portion of its interest hereunder or under any other Loan Document, other than assignments to the Loan funded by Designating Lender which originally designated such Designated Lender. Such Designating Lender shall act as administrative agent for its Designated Lender The Borrower, the Lenders and give and receive notices and communications hereunder. Any payments for the account of any Designated Lender shall be paid to its Designating Lender as administrative agent for such Designated Lender and neither the Borrowers nor the Agent shall be responsible for any Designating Lender’s application of such payments. In addition, any Designated Lender may (1) with notice to, but without the consent of, the Borrowers or the Agent, assign all or portions of its interests in any Loans to its Designating Lender or to any financial institution consented to by the Agent providing liquidity and/or credit facilities to or for the account of such Designated Lender and (2) subject to advising any such Person that such information is to be treated as confidential in accordance with Section 9.11, disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any guarantee, surety or credit or liquidity enhancement to such Designated Lender. (ii) Each party to this Agreement each hereby agrees that it shall will not institute against, against any Designated Lender or join any other Person in instituting against, against any Designated Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law for law, until the later to occur of (x) one year and a one day after the payment in full of all outstanding senior indebtedness the latest maturing commercial paper note issued by such Designated Lender and (y) the Revolving Termination Date. In connection with any such designation, the Designating Lender shall pay to the Agent an administrative fee for processing such designation in the amount of any Designated Lender. This Section 12.1.2 shall survive the termination of this Agreement$4,500.

Designated Lenders. Any Lender (ieach, a “Designating Lender”) Subject may at any time while the Parent has been assigned an Investment Grade Rating from either S&P or Xxxxx’x designate one Designated Lender to fund Bid Rate Loans on behalf of such Designating Lender subject to the terms of this subsection, and conditions set forth the provisions in this Section 12.1.2, any the immediately preceding subsections (b) and (d) shall not apply to such designation. No Lender may from time to time elect to designate an Eligible Designee to provide all or any part of the Loans to be made by such Lender pursuant to this Agreement; provided that the designation of an Eligible Designee by any Lender for purposes of this Section 12.1.2 shall be subject to the approval of the Agent (which consent shall not be unreasonably withheld or delayed)more than one Designated Lender. Upon the execution by the The parties to each such designation shall execute and deliver to the Administrative Agent for its acceptance a Designation Agreement. Upon such receipt of an agreement appropriately completed Designation Agreement executed by a Designating Lender and a designee representing that it is a Designated Lender, the Administrative Agent will accept such Designation Agreement and give prompt notice thereof to the Borrower, whereupon (i) the Borrower shall, at the request of such Designated Lender, execute and deliver to the Designating Lender a Bid Rate Note payable to the order of the Designated Lender, (ii) from and after the effective date specified in the form of Exhibit F hereto (a “Designation Agreement”) and the acceptance thereof by the Agent, the Eligible Designee Designated Lender shall become a Designated Lender for purposes of party to this Agreement. The Designating Lender shall thereafter have the Agreement with a right to permit the Designated Lender to provide all or a portion make Bid Rate Loans on behalf of the Loans to be made by the its Designating Lender pursuant to Section 2.3 after the terms Borrower has accepted a Bid Rate Loan (or portion thereof) of the Designating Lender, and (iii) the Designated Lender shall not be required to make payments with respect to any obligations in this Agreement except to the extent of excess cash flow of such Designated Lender which is not otherwise required to repay obligations of such Designated Lender which are then due and payable; provided, however, that regardless of such designation and assumption by the Designated Lender, the Designating Lender shall be and remain obligated to the Borrower, the Administrative Agent and the making Lenders for each and every of such Loans or portion thereof shall satisfy the obligations of the Designating Lender and its related Designated Lender with respect to this Agreement, including, without limitation, any indemnification obligations under Section 11.6 and any sums otherwise payable to the same extent, and as if, such Loan was made Borrower by the Designating Designated Lender. As to any Loan made by it, each Designated Lender shall have all the rights a Lender making such Loan would have under this Agreement and otherwise; provided, (x) that all voting rights under this Agreement shall be exercised solely by the Designating Lender, (y) each Each Designating Lender shall remain solely responsible serve as the agent of the Designated Lender and shall on behalf of, and to the other parties hereto exclusion of, the Designated Lender: (i) receive any and all payments made for its obligations under this Agreement, including the obligations benefit of a Lender in respect of Loans made by its the Designated Lender and (zii) no Designated Lender give and receive all communications and notices and take all actions hereunder, including, without limitation, votes, approvals, waivers, consents and amendments under or relating to this Agreement and the other Loan Documents. Any such notice, communication, vote, approval, waiver, consent or amendment shall be entitled to reimbursement under Article III hereof for any amount which would exceed the amount that would have been payable signed by the Borrowers to the Designating Lender from which as agent for the Designated Lender obtained any interests hereunder. No additional Notes and shall not be signed by the Designated Lender on its own behalf and shall be required with respect to Loans provided by a Designated Lender; provided, however, to binding on the extent any Designated Lender shall advance funds, the Designating Lender shall be deemed to hold the Notes in its possession as an agent for such Designated Lender to the same extent as if signed by the Designated Lender on its own behalf. The Borrower, the Administrative Agent and the Lenders may rely thereon without any requirement that the Designated Lender sign or acknowledge the same. No Designated Lender may assign or transfer all or any portion of its interest hereunder or under any other Loan Document, other than assignments to the Loan funded by Designating Lender which originally designated such Designated Lender. Such Designating Lender shall act as administrative agent for its Designated Lender and give and receive notices and communications hereunder. Any payments for the account of any Designated Lender shall be paid to its Designating Lender as administrative agent for such Designated Lender and neither the Borrowers nor the Agent shall be responsible for any Designating Lender’s application of such payments. In addition, any Designated Lender may (1) with notice to, but without the consent ofThe Borrower, the Borrowers or Lenders and the Agent, assign all or portions of its interests in any Loans to its Designating Lender or to any financial institution consented to by the Administrative Agent providing liquidity and/or credit facilities to or for the account of such Designated Lender and (2) subject to advising any such Person that such information is to be treated as confidential in accordance with Section 9.11, disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any guarantee, surety or credit or liquidity enhancement to such Designated Lender. (ii) Each party to this Agreement each hereby agrees that it shall will not institute against, against any Designated Lender or join any other Person in instituting against, against any Designated Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law for law, until the later to occur of (x) one year and a one day after the payment in full of all outstanding senior indebtedness the latest maturing commercial paper note issued by such Designated Lender and (y) the Revolving Termination Date. In connection with any such designation, the Designating Lender shall pay to the Administrative Agent an administrative fee for processing such designation in the amount of any Designated Lender. This Section 12.1.2 shall survive the termination of this Agreement$1,000.

Designated Lenders. Any Revolving Lender (ieach, a “Designating Lender”) Subject may at any time while the Borrower has been assigned an Investment Grade Rating from at least one Rating Agency designate one Designated Lender to fund Bid Rate Loans on behalf of such Designating Lender subject to the terms of this subsection, and conditions set forth the provisions in this Section 12.1.2, any the immediately preceding subsections (b) and (d) shall not apply to such designation. No Lender may from time to time elect to designate an Eligible Designee to provide all or any part of the Loans to be made by such Lender pursuant to this Agreement; provided that the designation of an Eligible Designee by any Lender for purposes of this Section 12.1.2 shall be subject to the approval of the Agent (which consent shall not be unreasonably withheld or delayed)more than one Designated Lender. Upon the execution by the The parties to each such designation shall execute and deliver to the Administrative Agent for its acceptance a Designation Agreement. Upon such receipt of an agreement appropriately completed Designation Agreement executed by a Designating Lender and a designee representing that it is a Designated Lender, the Administrative Agent will accept such Designation Agreement and give prompt notice thereof to the Borrower, whereupon (i) the Borrower shall execute and deliver to the Designating Lender a Bid Rate Note payable to the order of the Designated Lender, (ii) from and after the effective date specified in the form of Exhibit F hereto (a “Designation Agreement”) and the acceptance thereof by the Agent, the Eligible Designee Designated Lender shall become a Designated Lender for purposes of party to this Agreement. The Designating Lender shall thereafter have the Agreement with a right to permit the Designated Lender to provide all or a portion make Bid Rate Loans on behalf of the Loans to be made by the its Designating Lender pursuant to Section 2.3. after the terms Borrower has accepted a Bid Rate Loan (or portion thereof) of the Designating Lender, and (iii) the Designated Lender shall not be required to make payments with respect to any obligations in this Agreement except to the extent of excess cash flow of such Designated Lender which is not otherwise required to repay obligations of such Designated Lender which are then due and payable; provided, however, that regardless of such designation and assumption by the Designated Lender, the Designating Lender shall be and remain obligated to the Borrower, the Administrative Agent and the making Lenders for each and every of such Loans or portion thereof shall satisfy the obligations of the Designating Lender and its related Designated Lender with respect to this Agreement, including, without limitation, any indemnification obligations under Section 11.6. and any sums otherwise payable to the same extent, and as if, such Loan was made Borrower by the Designating Designated Lender. As to any Loan made by it, each Designated Lender shall have all the rights a Lender making such Loan would have under this Agreement and otherwise; provided, (x) that all voting rights under this Agreement shall be exercised solely by the Designating Lender, (y) each Each Designating Lender shall remain solely responsible serve as the agent of the Designated Lender and shall on behalf of, and to the other parties hereto exclusion of, the Designated Lender: (i) receive any and all payments made for its obligations under this Agreement, including the obligations benefit of a Lender in respect of Loans made by its the Designated Lender and (zii) no Designated Lender give and receive all communications and notices and take all actions hereunder, including, without limitation, votes, approvals, waivers, consents and amendments under or relating to this Agreement and the other Loan Documents. Any such notice, communication, vote, approval, waiver, consent or amendment shall be entitled to reimbursement under Article III hereof for any amount which would exceed the amount that would have been payable signed by the Borrowers to the Designating Lender from which as agent for the Designated Lender obtained any interests hereunder. No additional Notes and shall not be signed by the Designated Lender on its own behalf and shall be required with respect to Loans provided by a Designated Lender; provided, however, to binding on the extent any Designated Lender shall advance funds, the Designating Lender shall be deemed to hold the Notes in its possession as an agent for such Designated Lender to the same extent as if signed by the Designated Lender on its own behalf. The Borrower, the Administrative Agent and the Lenders may rely thereon without any requirement that the Designated Lender sign or acknowledge the same. No Designated Lender may assign or transfer all or any portion of its interest hereunder or under any other Loan Document, other than assignments to the Loan funded by Designating Lender which originally designated such Designated Lender. Such Designating Lender shall act as administrative agent for its Designated Lender and give and receive notices and communications hereunder. Any payments for the account of any Designated Lender shall be paid to its Designating Lender as administrative agent for such Designated Lender and neither the Borrowers nor the Agent shall be responsible for any Designating Lender’s application of such payments. In addition, any Designated Lender may (1) with notice to, but without the consent ofThe Borrower, the Borrowers or Lenders and the Agent, assign all or portions of its interests in any Loans to its Designating Lender or to any financial institution consented to by the Administrative Agent providing liquidity and/or credit facilities to or for the account of such Designated Lender and (2) subject to advising any such Person that such information is to be treated as confidential in accordance with Section 9.11, disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any guarantee, surety or credit or liquidity enhancement to such Designated Lender. (ii) Each party to this Agreement each hereby agrees that it shall will not institute against, against any Designated Lender or join any other Person in instituting against, against any Designated Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law for law, until the later to occur of (x) one year and a one day after the payment in full of all outstanding senior indebtedness the latest maturing commercial paper note issued by such Designated Lender and (y) the Revolving Termination Date. In connection with any such designation, the Designating Lender shall pay to the Administrative Agent an administrative fee for processing such designation in the amount of any Designated Lender. This Section 12.1.2 shall survive the termination of this Agreement$3,000.

Designated Lenders. (ia) Subject to the terms and conditions set forth in provisions of this Section 12.1.2subsection (a), any Lender Bank may from at any time to time elect to designate an Eligible Designee Approved Fund to provide all or any part a portion of the Loans to be made by such Lender Bank pursuant to this Agreement; provided that such designation shall not be effective unless the designation of an Eligible Designee by any Lender for purposes of this Section 12.1.2 shall be subject to Company and the approval of the Administrative Agent consent thereto (which consent consents shall not be unreasonably withheld or delayedwithheld). Upon the execution by the parties to each such designation of When a Bank and its Approved Fund shall have signed an agreement substantially in the form of Exhibit F L hereto (a “Designation Agreement”) and the acceptance thereof by Company and the AgentAdministrative Agent shall have signed their respective consents thereto, the Eligible Designee such Approved Fund shall become a Designated Lender for purposes of this Agreement. The Designating Lender Bank shall thereafter have the right to permit the such Designated Lender to provide all or a portion of the Loans to be made by the such Designating Lender Bank pursuant to the terms of this Agreement Section 2.01 or 2.03, and the making of such Loans or portion thereof shall satisfy the obligations obligation of the Designating Lender Bank to the same extent, and as if, such Loan was Loans or portion thereof were made by the Designating LenderBank. As to any Loan Loans or portion thereof made by it, each Designated Lender shall have all the rights that a Lender Bank making such Loan Loans or portion thereof would have had under this Agreement and otherwise; provided, provided that (x) that all its voting rights under this Agreement shall be exercised solely by the its Designating Lender, Bank; (y) each its Designating Lender Bank shall remain solely responsible to the other parties hereto for its the performance of such Designated Lender’s obligations under this Agreement, including the its obligations of a Lender in respect of the Loans or portion thereof made by its Designated Lender it, and (z) no such Designated Lender shall be entitled to reimbursement under Article III hereof for any amount which would exceed the amount that would have been payable by the Borrowers subject to the Lender from which limitations of Section 9.08(e) to the Designated Lender obtained any interests hereundersame extent as a Participant. No additional Notes Note shall be required with respect to evidence the Loans provided or portion thereof made by a Designated Lender; provided, however, to the extent any Designated Lender shall advance funds, and the Designating Lender Bank shall be deemed to hold the Notes in its possession Note as an agent for such its Designated Lender to the extent of the Loan Loans or portion thereof funded by such Designated Lender. Such Each Designating Lender Bank shall act as administrative agent for its Designated Lender and give and receive notices and other communications hereunderon its behalf. Any payments for the account of any Designated Lender shall be paid to its Designating Lender Bank as administrative agent for such Designated Lender and neither the Borrowers Company nor the Administrative Agent shall be responsible for any Designating LenderBank’s application of such payments. In addition, any Designated Lender may (1) may, with notice to, to (but without the prior written consent of, ) the Borrowers or Company and the Agent, Administrative Agent assign all or portions of its interests interest in any Loans to its Designating Lender Bank or to any financial institution institutions consented to by the Company and the Administrative Agent providing that provide liquidity and/or credit facilities to or for the account of such Designated Lender and (2) subject to advising any such Person that such information is to be treated as confidential in accordance with Section 9.11, disclose on a confidential basis any non-public information relating to its support the funding of Loans to any rating agency, commercial paper dealer or provider of any guarantee, surety or credit or liquidity enhancement to such Designated Lenderportions thereof made by it. (iib) Each party to this Agreement hereby agrees that it shall will not institute against, or join any other Person person in instituting against, any Designated Lender any bankruptcy, reorganizationinsolvency, arrangement, insolvency or liquidation proceeding reorganization or other proceedings similar proceeding under any federal or state bankruptcy or similar law law, for one year and a day after the payment in full of all outstanding senior indebtedness of such Designated Lender is paid in full. The Designating Bank for each Designated Lender agrees to indemnify, save, and hold harmless each other party hereto for any loss, cost, damage and expense arising out of its inability to institute any such proceeding against such Designated Lender. This Section 12.1.2 subsection (b) shall survive the termination of this Agreement.

Designated Lenders. (ia) Subject to the terms and conditions set forth in provisions of this Section 12.1.2subsection (a), any Lender may from at any time to time elect to designate an Eligible Designee to provide all or any part a portion of the Loans to be made by such Lender pursuant to this Agreement; provided that such designation shall not be effective unless the designation of an Eligible Designee by any Lender for purposes of this Section 12.1.2 shall be subject to the approval of Company and the Agent consent thereto (which consent consents shall not be unreasonably withheld or delayedwithheld). Upon the execution by the parties to each such designation of When a Lender and its Eligible Designee shall have signed an agreement substantially in the form of Exhibit F C hereto (a “Designation Agreement”) and the acceptance thereof by Company and the AgentAgent shall have signed their respective consents thereto, the such Eligible Designee shall become a Designated Lender for purposes of this Agreement. The Designating Lender shall thereafter have the right to permit the such Designated Lender to provide all or a portion of the Loans to be made by the such Designating Lender pursuant to the terms of this Agreement Section 2.01, and the making of such Loans or portion thereof shall satisfy the obligations obligation of the Designating Lender to the same extent, and as if, such Loan was Loans or portion thereof were made by the Designating Lender. As to any Loan Loans or portion thereof made by it, each Designated Lender shall have all the rights that a Lender making such Loan Loans or portion thereof would have had under this Agreement and otherwise; provided, provided that (x) that all its voting rights under this Agreement shall be exercised solely by the its Designating Lender, Lender and (y) each its Designating Lender shall remain solely responsible to the other parties hereto for its the performance of such Designated Lender’s obligations under this Agreement, including the its obligations of a Lender in respect of the Loans or portion thereof made by its Designated Lender and (z) no Designated Lender shall be entitled to reimbursement under Article III hereof for any amount which would exceed the amount that would have been payable by the Borrowers to the Lender from which the Designated Lender obtained any interests hereunderit. No additional Notes Note shall be required with respect to evidence the Loans provided or portion thereof made by a Designated Lender; provided, however, to the extent any Designated Lender shall advance funds, and the Designating Lender shall be deemed to hold the Notes in its possession Note as an agent for such its Designated Lender to the extent of the Loan Loans or portion thereof funded by such Designated Lender. Such Each Designating Lender shall act as administrative agent for its Designated Lender and give and receive notices and other communications hereunderon its behalf. Any payments for the account of any Designated Lender shall be paid to its Designating Lender as administrative agent for such Designated Lender and neither the Borrowers Company nor the Agent shall be responsible for any Designating Lender’s application of such payments. In addition, any Designated Lender may (1) may, with notice to, to (but without the prior written consent of, ) the Borrowers or Company and the Agent, (i) assign all or portions of its interests interest in any Loans to its Designating Lender or to any financial institution institutions consented to by the Company and the Agent providing that provide liquidity and/or credit facilities to or for the account of such Designated Lender to support the funding of Loans or portions thereof made by it and (2ii) subject to advising any such Person that such information is to be treated as confidential in accordance with Section 9.11, disclose on a confidential basis pursuant to a confidentiality agreement satisfactory in form and substance to the Company any non-public information relating to its Loans or portions thereof to any rating agency, commercial paper dealer or provider of any guarantee, surety or surety, credit or liquidity enhancement to such Designated Lender. (iib) Each party to this Agreement hereby agrees that it shall will not institute against, or join any other Person person in instituting against, any Designated Lender any bankruptcy, reorganizationinsolvency, arrangement, insolvency or liquidation proceeding reorganization or other proceedings similar proceeding under any federal or state bankruptcy or similar law law, for one year and a day after the payment in full of all outstanding senior indebtedness of such Designated Lender is paid in full. The Designating Lender for each Designated Lender agrees to indemnify, save, and hold harmless each other party hereto for any loss, cost, damage and expense arising out of its inability to institute any such proceeding against such Designated Lender. This Section 12.1.2 subsection (b) shall survive the termination of this Agreement. (c) Each Lender that designates a Designated Lender to provide all or a portion of the Loans to be made by such Lender pursuant to this Agreement shall, acting solely for this purpose as a non-fiduciary agent of the Company, maintain a register on which it enters the name and address of each Designated Lender and the principal amounts (and stated interest) of each Designated Lender’s interest in the Loans or other obligations under the Loan Documents (the “Designated Lender Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Designated Lender Register to any Person (including the identity of any Designated Lender or any information relating to a Designated Lender’s interest in any commitment, loan, or its other obligations under any Loan Document) except to the extent that such disclosure is necessary to establish that such commitment, loan, or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations or, if different, under Section 871(h) or 881(c) of the Internal Revenue Code. The entries in the Designated Lender Register shall be conclusive absent clearly demonstrable error, and such Lender shall treat each Person whose name is recorded in the Designated Lender Register as the owner of such Loan for all purposes of this Agreement notwithstanding any notice to the contrary.

Designated Lenders. (ia) Subject to the terms and conditions set forth in this Section 12.1.2SECTION 12.4(a), any Lender may from time to time elect to designate an Eligible Designee to provide all or any part of the Loans to be made by such Lender pursuant to this Agreement; provided that PROVIDED the designation of an Eligible Designee by any Lender for purposes of this Section 12.1.2 SECTION 12.4(a) shall be subject to the approval of the Borrower and the Administrative Agent (which consent shall not be unreasonably withheld or delayed). Upon the execution by the parties to each such designation of an agreement in the form of Exhibit F EXHIBIT J hereto (a “Designation Agreement”"DESIGNATION AGREEMENT") and the acceptance thereof by the Borrower and the Administrative Agent, the Eligible Designee shall become a Designated Lender for purposes of this Agreement. The Designating Lender shall thereafter have the right to permit the Designated Lender to provide all or a portion of the Loans to be made by the Designating Lender pursuant to the terms of this Agreement and the making of such Loans or portion thereof shall satisfy the obligations obligation of the Designating Lender to the same extent, and as if, such Loan was made by the Designating Lender. As to any Loan made by it, each Designated Lender shall have all the rights a Lender making such Loan would have under this Agreement and otherwise; providedPROVIDED, (x) that all voting rights under this Agreement shall be exercised solely by the Designating Lender, Lender and (y) each Designating Lender shall remain solely responsible to the other parties hereto for its obligations under this Agreement, including the obligations of a Lender in respect of Loans made by its Designated Lender and (z) Lender. If the Designating Lender's Loans are evidenced by Notes, no Designated Lender shall be entitled to reimbursement under Article III hereof for any amount which would exceed the amount that would have been payable by the Borrowers to the Lender from which the Designated Lender obtained any interests hereunder. No additional Notes shall be required with respect to Loans provided by a Designated Lender; providedPROVIDED, howeverHOWEVER, to the extent any Designated Lender shall advance funds, the Designating Lender shall be deemed to hold the any Notes in its possession as an agent for such Designated Lender to the extent of the Loan funded by such Designated Lender. Such Designating Lender shall act as administrative agent for its Designated Lender and give and receive notices and communications hereunder. Any payments for the account of any Designated Lender shall be paid to its Designating Lender as administrative agent for such Designated Lender and neither the Borrowers Borrower nor the Administrative Agent shall be responsible for any Designating Lender’s 's application of any such payments. In addition, any Designated Lender may (1i) with notice to, but without the consent of, of the Borrowers or Borrower and the Administrative Agent, assign all or portions of its interests in any Loans to its Designating Lender or to any financial institution consented to by the Borrower and the Administrative Agent providing liquidity and/or credit facilities to or for the account of such Designated Lender and (2ii) subject to advising any such Person that such information is to be treated as confidential in accordance with Section 9.11such Person's customary practices for dealing with confidential, non-public information, disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any guarantee, surety or credit or liquidity enhancement to such Designated Lender. (iib) Each party to this Agreement hereby agrees that it shall not institute against, or join any other Person person in instituting against, against any Designated Lender any bankruptcy, reorganization, arrangementarrangements, insolvency or liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law for one year and a day after the payment in full of all outstanding senior indebtedness of any Designated Lender; PROVIDED that the Designating Lender for each Designated Lender hereby agrees to indemnify, save and hold harmless each other party hereto for any loss, cost, damage and expense arising out of their inability to institute any such proceeding against such Designated Lender. This Section 12.1.2 SECTION 12.4(b) shall survive the termination of this Agreement.

Designated Lenders. (ia) Subject to the terms and conditions set forth in provisions of this Section 12.1.29.07(a), any Lender Bank may from time to time elect to designate an Eligible Designee to provide all or any part a portion of the Loans to be made by such Lender Bank pursuant to this Agreement; provided that such designation shall not be effective unless the designation of an Eligible Designee by any Lender for purposes of this Section 12.1.2 shall be subject to Borrower and the approval of the Administrative Agent (consent thereto, which consent consents shall not be unreasonably withheld or delayed)withheld. Upon the execution by the parties to each such designation of When a Bank and its Eligible Designee shall have signed an agreement substantially in the form of Exhibit F H hereto (a “"Designation Agreement”") and the acceptance thereof by Borrower and the AgentAdministrative Agent shall have signed their respective consents thereto, the such Eligible Designee shall become a Designated Lender for purposes of this Agreement. The Designating Lender Bank shall thereafter have the right to permit the such Designated Lender to provide all or a portion of the Loans to be made by the such Designating Lender Bank pursuant to the terms of this Agreement Section 2.01 or 2.03, and the making of such Loans or portion portions thereof shall satisfy the obligations obligation of the Designating Lender Bank to the same extent, and as if, such Loan was Loans or portion thereof were made by the Designating LenderBank. As to any Loan Loans or portion thereof made by it, each Designated Lender shall have all the rights that a Lender Bank making such Loan Loans or portion thereof would have had under this Agreement and otherwise; provided, provided that (x) that all its voting rights under this Agreement shall be exercised solely by the Designating Lender, Bank and (y) each its Designating Lender Bank shall remain solely responsible to the other parties hereto for the performance of its obligations under this Agreement, including the its obligations of a Lender in respect of the Loans or portion thereof made by its Designated Lender and (z) no Designated Lender shall be entitled to reimbursement under Article III hereof for any amount which would exceed the amount that would have been payable by the Borrowers to the Lender from which the Designated Lender obtained any interests hereunderit. No additional Notes Note shall be required with respect to evidence Loans provided or portions thereof made by a Designated Lender; provided, however, to the extent any Designated Lender shall advance funds, and the Designating Lender Bank shall be deemed to hold the Notes in its possession Note as an agent for such its Designated Lender to the extent of the Loan Loans or portion thereof funded by such Designated Lender. Such Each Designating Lender Bank shall act as administrative agent for its Designated Lender and give and receive notices and other communications hereunderon its behalf. Any payments for the account of any Designated Lender shall be paid to its Designating Lender Bank as administrative agent for such Designated Lender and neither the Borrowers Borrower nor the Administrative Agent shall be responsible for any Designating Lender’s Bank's application of such payments. In addition, any Designated Lender may (1i) with notice to, but without the prior written consent of, of the Borrowers Borrower or the Administrative Agent, assign all or portions of its interests interest in any Loans to its Designating Lender Bank or to any financial institution institutions consented to by the Borrower and the Administrative Agent providing liquidity and/or credit facilities to or for the account of such Designated Lender to support the funding of Loans or portions thereof made by such Designated Lender and (2ii) subject to advising any such Person that such information is to be treated as confidential in accordance with Section 9.11, disclose on a confidential basis any non-public information relating to its Loans or portions thereof to any rating agency, commercial paper dealer or provider of any guarantee, surety or surety, credit or liquidity enhancement to such Designated Lender. (iib) Each party to this Agreement hereby agrees that it shall will not institute against, or join any other Person person in instituting against, any Designated Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings proceeding under any federal or state bankruptcy or similar law law, for one year and a day after the payment in full of all outstanding senior indebtedness of such Designated Lender is paid in full. The Designating Bank for each Designated Lender agrees to indemnify, save, and hold harmless each other party hereto for any loss, cost, damage and expense arising out of its inability to institute any such proceeding against such Designated Lender. This Section 12.1.2 9.07(b) shall survive the termination of this Agreement.

Designated Lenders. Any Lender (ieach, a “Designating Lender”) Subject may at any time while the Borrower has been assigned an Investment Grade Rating from either S&P or Xxxxx’x designate one Designated Lender to fund Bid Rate Loans on behalf of such Designating Lender subject to the terms of this subsection, and conditions set forth the provisions in this Section 12.1.2, any the immediately preceding subsections (b) and (d) shall not apply to such designation. No Lender may from time to time elect to designate an Eligible Designee to provide all or any part of the Loans to be made by such Lender pursuant to this Agreement; provided that the designation of an Eligible Designee by any Lender for purposes of this Section 12.1.2 shall be subject to the approval of the Agent (which consent shall not be unreasonably withheld or delayed)more than one Designated Lender. Upon the execution by the The parties to each such designation shall execute and deliver to the Administrative Agent for its acceptance a Designation Agreement. Upon such receipt of an agreement appropriately completed Designation Agreement executed by a Designating Lender and a designee representing that it is a Designated Lender, the Administrative Agent will accept such Designation Agreement and give prompt notice thereof to the Borrower, whereupon (i) the Borrower shall execute and deliver to the Designating Lender a Bid Rate Note payable to the order of the Designated Lender, (ii) from and after the effective date specified in the form of Exhibit F hereto (a “Designation Agreement”) and the acceptance thereof by the Agent, the Eligible Designee Designated Lender shall become a Designated Lender for purposes of party to this Agreement. The Designating Lender shall thereafter have the Agreement with a right to permit the Designated Lender to provide all or a portion make Bid Rate Loans on behalf of the Loans to be made by the its Designating Lender pursuant to Section 2.2. after the terms Borrower has accepted a Bid Rate Loan (or portion thereof) of the Designating Lender, and (iii) the Designated Lender shall not be required to make payments with respect to any obligations in this Agreement except to the extent of excess cash flow of such Designated Lender which is not otherwise required to repay obligations of such Designated Lender which are then due and payable; provided, however, that regardless of such designation and assumption by the Designated Lender, the Designating Lender shall be and remain obligated to the Borrower, the Administrative Agent and the making Lenders for each and every of such Loans or portion thereof shall satisfy the obligations of the Designating Lender and its related Designated Lender with respect to this Agreement, including, without limitation, any indemnification obligations under Section 11.6. and any sums otherwise payable to the same extent, and as if, such Loan was made Borrower by the Designating Designated Lender. As to any Loan made by it, each Designated Lender shall have all the rights a Lender making such Loan would have under this Agreement and otherwise; provided, (x) that all voting rights under this Agreement shall be exercised solely by the Designating Lender, (y) each Each Designating Lender shall remain solely responsible serve as the agent of the Designated Lender and shall on behalf of, and to the other parties hereto exclusion of, the Designated Lender: (i) receive any and all payments made for its obligations under this Agreement, including the obligations benefit of a Lender in respect of Loans made by its the Designated Lender and (zii) no Designated Lender give and receive all communications and notices and take all actions hereunder, including, without limitation, votes, approvals, waivers, consents and amendments under or relating to this Agreement and the other Loan Documents. Any such notice, communication, vote, approval, waiver, consent or amendment shall be entitled to reimbursement under Article III hereof for any amount which would exceed the amount that would have been payable signed by the Borrowers to the Designating Lender from which as agent for the Designated Lender obtained any interests hereunder. No additional Notes and shall not be signed by the Designated Lender on its own behalf and shall be required with respect to Loans provided by a Designated Lender; provided, however, to binding on the extent any Designated Lender shall advance funds, the Designating Lender shall be deemed to hold the Notes in its possession as an agent for such Designated Lender to the same extent as if signed by the Designated Lender on its own behalf. The Borrower, the Administrative Agent and the Lenders may rely thereon without any requirement that the Designated Lender sign or acknowledge the same. No Designated Lender may assign or transfer all or any portion of its interest hereunder or under any other Loan Document, other than assignments to the Loan funded by Designating Lender which originally designated such Designated Lender. Such Designating Lender shall act as administrative agent for its Designated Lender and give and receive notices and communications hereunder. Any payments for the account of any Designated Lender shall be paid to its Designating Lender as administrative agent for such Designated Lender and neither the Borrowers nor the Agent shall be responsible for any Designating Lender’s application of such payments. In addition, any Designated Lender may (1) with notice to, but without the consent ofThe Borrower, the Borrowers or Lenders and the Agent, assign all or portions of its interests in any Loans to its Designating Lender or to any financial institution consented to by the Administrative Agent providing liquidity and/or credit facilities to or for the account of such Designated Lender and (2) subject to advising any such Person that such information is to be treated as confidential in accordance with Section 9.11, disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any guarantee, surety or credit or liquidity enhancement to such Designated Lender. (ii) Each party to this Agreement each hereby agrees that it shall will not institute against, against any Designated Lender or join any other Person in instituting against, against any Designated Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law for law, until the later to occur of (x) one year and a one day after the payment in full of all outstanding senior indebtedness the latest maturing commercial paper note issued by such Designated Lender and (y) the Revolving Termination Date. In connection with any such designation, the Designating Lender shall pay to the Administrative Agent an administrative fee for processing such designation in the amount of any Designated Lender. This Section 12.1.2 shall survive the termination of this Agreement$2,000.

Designated Lenders. Any Revolving Lender (ieach, a “Designating Lender”) Subject may at any time while the Borrower has been assigned an Investment Grade Rating from any two Rating Agencies designate one Designated Lender to fund Bid Rate Loans on behalf of such Designating Lender subject to the terms of this subsection, and conditions set forth the provisions in this Section 12.1.2, any the immediately preceding subsections (b) and (d) shall not apply to such designation. No Lender may from time to time elect to designate an Eligible Designee to provide all or any part of the Loans to be made by such Lender pursuant to this Agreement; provided that the designation of an Eligible Designee by any Lender for purposes of this Section 12.1.2 shall be subject to the approval of the Agent (which consent shall not be unreasonably withheld or delayed)more than one Designated Lender. Upon the execution by the The parties to each such designation shall execute and deliver to the Administrative Agent for its acceptance a Designation Agreement. Upon such receipt of an agreement appropriately completed Designation Agreement executed by a Designating Lender and a designee representing that it is a Designated Lender, the Administrative Agent will accept such Designation Agreement and give prompt notice thereof to the Borrower, whereupon (i) the Borrower shall execute and deliver to the Designating Lender a Bid Rate Note payable to the Designated Lender, (ii) from and after the effective date specified in the form of Exhibit F hereto (a “Designation Agreement”) and the acceptance thereof by the Agent, the Eligible Designee Designated Lender shall become a Designated Lender for purposes of party to this Agreement. The Designating Lender shall thereafter have the Agreement with a right to permit the Designated Lender to provide all or a portion make Bid Rate Loans on behalf of the Loans to be made by the its Designating Lender pursuant to Section 2.3. after the terms Borrower has accepted a Bid Rate Loan (or portion thereof) of the Designating Lender, and (iii) the Designated Lender shall not be required to make payments with respect to any obligations in this Agreement except to the extent of excess cash flow of such Designated Lender which is not otherwise required to repay obligations of such Designated Lender which are then due and payable; provided, however, that regardless of such designation and assumption by the Designated Lender, the Designating Lender shall be and remain obligated to the Borrower, the Administrative Agent and the making Lenders for each and every of such Loans or portion thereof shall satisfy the obligations of the Designating Lender and its related Designated Lender with respect to this Agreement, including, without limitation, any indemnification obligations under Section 12.6. and any sums otherwise payable to the same extent, and as if, such Loan was made Borrower by the Designating Designated Lender. As to any Loan made by it, each Designated Lender shall have all the rights a Lender making such Loan would have under this Agreement and otherwise; provided, (x) that all voting rights under this Agreement shall be exercised solely by the Designating Lender, (y) each Each Designating Lender shall remain solely responsible serve as the agent of the Designated Lender and shall on behalf of, and to the other parties hereto exclusion of, the Designated Lender: (i) receive any and all payments made for its obligations under this Agreement, including the obligations benefit of a Lender in respect of Loans made by its the Designated Lender and (zii) no Designated Lender give and receive all communications and notices and take all actions hereunder, including, without limitation, votes, approvals, waivers, consents and amendments under or relating to this Agreement and the other Loan Documents. Any such notice, communication, vote, approval, waiver, consent or amendment shall be entitled to reimbursement under Article III hereof for any amount which would exceed the amount that would have been payable signed by the Borrowers to the Designating Lender from which as agent for the Designated Lender obtained any interests hereunder. No additional Notes and shall not be signed by the Designated Lender on its own behalf and shall be required with respect to Loans provided by a Designated Lender; provided, however, to binding on the extent any Designated Lender shall advance funds, the Designating Lender shall be deemed to hold the Notes in its possession as an agent for such Designated Lender to the same extent as if signed by the Designated Lender on its own behalf. The Borrower, the Administrative Agent and the Lenders may rely thereon without any requirement that the Designated Lender sign or acknowledge the same. No Designated Lender may assign or transfer all or any portion of its interest hereunder or under any other Loan Document, other than assignments to the Loan funded by Designating Lender which originally designated such Designated Lender. Such Designating Lender shall act as administrative agent for its Designated Lender and give and receive notices and communications hereunder. Any payments for the account of any Designated Lender shall be paid to its Designating Lender as administrative agent for such Designated Lender and neither the Borrowers nor the Agent shall be responsible for any Designating Lender’s application of such payments. In addition, any Designated Lender may (1) with notice to, but without the consent ofThe Borrower, the Borrowers or Lenders and the Agent, assign all or portions of its interests in any Loans to its Designating Lender or to any financial institution consented to by the Administrative Agent providing liquidity and/or credit facilities to or for the account of such Designated Lender and (2) subject to advising any such Person that such information is to be treated as confidential in accordance with Section 9.11, disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any guarantee, surety or credit or liquidity enhancement to such Designated Lender. (ii) Each party to this Agreement each hereby agrees that it shall will not institute against, against any Designated Lender or join any other Person in instituting against, against any Designated Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law for law, until the later to occur of (x) one year and a one day after the payment in full of all outstanding senior indebtedness the latest maturing commercial paper note issued by such Designated Lender and (y) the Revolving Termination Date. In connection with any such designation, the Designating Lender shall pay to the Administrative Agent an administrative fee for processing such designation in the amount of any Designated Lender. This Section 12.1.2 shall survive the termination of this Agreement$2,000.

Designated Lenders. (ia) Subject to the terms and conditions set forth in provisions of this Section 12.1.2subsection (a), any Lender may from at any time to time elect to designate an Eligible Designee Approved Fund to provide all or any part a portion of the Loans to be made by such Lender pursuant to this Agreement; provided that such designation shall not be effective unless the designation of an Eligible Designee by any Lender for purposes of this Section 12.1.2 shall be subject to Company and the approval of the Administrative Agent consent thereto (which consent consents shall not be unreasonably withheld or delayedwithheld). Upon the execution by the parties to each such designation of When a Lender and its Approved Fund shall have signed an agreement substantially in the form of Exhibit F I hereto (a “Designation Agreement”) and the acceptance thereof by Company and the AgentAdministrative Agent shall have signed their respective consents thereto, the Eligible Designee such Approved Fund shall become a Designated Lender for purposes of this Agreement. The Designating Lender shall thereafter have the right to permit the such Designated Lender to provide all or a portion of the Loans to be made by the such Designating Lender pursuant to the terms of this Agreement Section 2.01 or 2.03, and the making of such Loans or portion thereof shall satisfy the obligations obligation of the Designating Lender to the same extent, and as if, such Loan was Loans or portion thereof were made by the Designating Lender. As to any Loan Loans or portion thereof made by it, each Designated Lender shall have all the rights that a Lender making such Loan Loans or portion thereof would have had under this Agreement and otherwise; provided, provided that (x) that all its voting rights under this Agreement shall be exercised solely by the its Designating Lender, ; (y) each its Designating Lender shall remain solely responsible to the other parties hereto for its the performance of such Designated Lender’s obligations under this Agreement, including the its obligations of a Lender in respect of the Loans or portion thereof made by its Designated Lender it, and (z) no such Designated Lender shall be entitled to reimbursement under Article III hereof for any amount which would exceed the amount that would have been payable by the Borrowers subject to the Lender from which limitations of Section 9.08(e) to the Designated Lender obtained any interests hereundersame extent as a Participant. No additional Notes Note shall be required with respect to evidence the Loans provided or portion thereof made by a Designated Lender; provided, however, to the extent any Designated Lender shall advance funds, and the Designating Lender shall be deemed to hold the Notes in its possession Note as an agent for such its Designated Lender to the extent of the Loan Loans or portion thereof funded by such Designated Lender. Such Each Designating Lender shall act as administrative agent for its Designated Lender and give and receive notices and other communications hereunderon its behalf. Any payments for the account of any Designated Lender shall be paid to its Designating Lender as administrative agent for such Designated Lender and neither the Borrowers Company nor the Administrative Agent shall be responsible for any Designating LenderXxxxxx’s application of such payments. In addition, any Designated Lender may (1) may, with notice to, to (but without the prior written consent of, ) the Borrowers or Company and the Agent, Administrative Agent assign all or portions of its interests interest in any Loans to its Designating Lender or to any financial institution institutions consented to by the Company and the Administrative Agent providing that provide liquidity and/or credit facilities to or for the account of such Designated Lender and (2) subject to advising any such Person that such information is to be treated as confidential in accordance with Section 9.11, disclose on a confidential basis any non-public information relating to its support the funding of Loans to any rating agency, commercial paper dealer or provider of any guarantee, surety or credit or liquidity enhancement to such Designated Lenderportions thereof made by it. (iib) Each party to this Agreement hereby agrees that it shall will not institute against, or join any other Person person in instituting against, any Designated Lender any bankruptcy, reorganizationinsolvency, arrangement, insolvency or liquidation proceeding reorganization or other proceedings similar proceeding under any federal or state bankruptcy or similar law law, for one year and a day after the payment in full of all outstanding senior indebtedness of such Designated Xxxxxx is paid in full. The Designating Lender for each Designated Xxxxxx agrees to indemnify, save, and hold harmless each other party hereto for any loss, cost, damage and expense arising out of its inability to institute any such proceeding against such Designated Lender. This Section 12.1.2 subsection (b) shall survive the termination of this Agreement.

Designated Lenders. (ia) Subject With the written consent of the Administrative Agent (which will not be unreasonably withheld), a Lender (the “designating Lender”) may designate one of its Affiliates or another Lender or an Affiliate thereof (the “designated Lender”) for the purposes of making available its Commitment in respect of Tranche B or Tranche C. Upon its acceptance of the designation and as long as such designation has not been terminated, the designated Lender (if not already a Lender) will be deemed to be a Lender for all purposes of the Credit Documents, with a Commitment (or an additional Commitment if it is already a Lender) corresponding to the terms and conditions set forth in this Section 12.1.2, any Lender may from time to time elect to designate an Eligible Designee to provide all or any part portion of the Loans applicable Tranche to be made by such Lender pursuant available to this Agreement; provided that it and with the designation of an Eligible Designee by any Lender for purposes of this Section 12.1.2 shall be subject to designating Lender’s Commitment under the approval of the Agent (which consent shall not be unreasonably withheld or delayed)Facility being reduced accordingly. Upon the execution by the parties to each No such designation of an agreement in the form of Exhibit F hereto (a “Designation Agreement”) and the acceptance thereof by the Agent, the Eligible Designee shall become a Designated Lender for purposes of this Agreement. The Designating Lender shall thereafter have the right to permit the Designated Lender to provide all or a portion of the Loans to be made by the Designating Lender pursuant to the terms of this Agreement and the making of such Loans or portion thereof shall satisfy will reduce the obligations of the Designating designating Lender under any Tranche in which it remains a Lender, including as a result of an increase in its Commitment due to a reallocation made pursuant to Section 2.2. (b) A designating Lender may not make an assignment of its Commitment under the Facility without terminating the designation prior to making the assignment. For greater certainty, the assignee may also avail itself of the provisions of Section 20.5(a). A designated Lender may not make an assignment in respect of the Tranche which is the subject of the designation. Any termination of a designation will result in the outstanding Borrowings owing to the same extent, and as if, such Loan was made by the Designating Lender. As to any Loan made by it, each Designated Lender shall have all the rights a Lender making such Loan would have under this Agreement and otherwise; provided, (x) that all voting rights under this Agreement shall be exercised solely by the Designating Lender, (y) each Designating Lender shall remain solely responsible to the other parties hereto for its obligations under this Agreement, including the obligations of a designated Lender in respect of Loans the Tranche which was the subject of the designation being automatically assigned to its designating Lender (notwithstanding anything to the contrary in Section 20.4 but subject to Section 20.4(f)), with the designating Lender being obligated to pay to the designated Lender the price of the assignment in accordance with their agreement relating to the designation. (c) Each of Canadian Imperial Bank of Commerce, Caisse centrale Xxxxxxxxxx, Xxxxx Fargo Capital Finance Corporation Canada, BNP Paribas (Canada) and The Toronto-Dominion Bank designates as its designated Lender its Affiliate specified below its name on the signature pages of this Agreement for the purposes of making available its Commitment in respect of Tranche B or Tranche C (as applicable). Each such designated Lender hereby accepts the designation made by its Designated Lender and (z) no Designated Lender shall be entitled to reimbursement under Article III hereof for any amount which would exceed the amount that would have been payable by the Borrowers to the Lender from which the Designated Lender obtained any interests hereunder. No additional Notes shall be required with respect to Loans provided by a Designated Lender; provided, however, to the extent any Designated Lender shall advance funds, the Designating Lender shall be deemed to hold the Notes in its possession as an agent for such Designated Lender to the extent of the Loan funded by such Designated Lender. Such Designating Lender shall act as administrative agent for its Designated Lender and give and receive notices and communications hereunder. Any payments for the account of any Designated Lender shall be paid to its Designating Lender as administrative agent for such Designated Lender and neither the Borrowers nor the Agent shall be responsible for any Designating Lender’s application of such payments. In addition, any Designated Lender may (1) with notice to, but without the consent of, the Borrowers or the Agent, assign all or portions of its interests in any Loans to its Designating Lender or to any financial institution consented to by the Agent providing liquidity and/or credit facilities to or for the account of such Designated Lender and (2) subject to advising any such Person that such information is to be treated as confidential in accordance with Section 9.11, disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any guarantee, surety or credit or liquidity enhancement to such Designated designating Lender. (iid) Each party Sections 20.4(c) and 20.4(f) will apply to this Agreement hereby agrees that it shall not institute against, or join any other Person in instituting against, any Designated designation of a designated Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law for one year and a day made after the payment in full of all outstanding senior indebtedness of any Designated Lender. This Section 12.1.2 shall survive the termination date of this Agreement, as if the designation were an assignment and the designated Lender were an assignee.

Designated Lenders. (ia) Subject to the terms and conditions set forth in provisions of this Section 12.1.2subsection (a), any Lender may from at any time to time elect to designate an Eligible Designee Approved Fund to provide all or any part a portion of the Loans to be made by such Lender pursuant to this Agreement; provided that such designation shall not be effective unless the designation of an Eligible Designee by any Lender for purposes of this Section 12.1.2 shall be subject to Company and the approval of the Administrative Agent consent thereto (which consent consents shall not be unreasonably withheld or delayed). Upon the execution by the parties to each such designation of When a Lender and its Approved Fund shall have signed an agreement substantially in the form of Exhibit F K hereto (a “Designation Agreement”) and the acceptance thereof by Company and the AgentAdministrative Agent shall have signed their respective consents thereto, the Eligible Designee such Approved Fund shall become a Designated Lender for purposes of this Agreement. The Designating Lender shall thereafter have the right to permit the such Designated Lender to provide all or a portion of the Loans to be made by the such Designating Lender pursuant to the terms of this Agreement Section 2.01 or 2.03, and the making of such Loans or portion thereof shall satisfy the obligations obligation of the Designating Lender to the same extent, and as if, such Loan was Loans or portion thereof were made by the Designating Lender. As to any Loan Loans or portion thereof made by it, each Designated Lender shall have all the rights that a Lender making such Loan Loans or portion thereof would have had under this Agreement and otherwise; provided, provided that (x) that all its voting rights under this Agreement shall be exercised solely by the its Designating Lender, Lender and (y) each its Designating Lender shall remain solely responsible to the other parties hereto for its the performance of such Designated Lender’s obligations under this Agreement, including the its obligations of a Lender in respect of the Loans or portion thereof made by its Designated Lender and (z) no Designated Lender shall it or to be entitled to reimbursement under Article III hereof for any amount which would exceed the amount that would have been payable made by the Borrowers to the Lender from which the Designated Lender obtained any interests hereunderit. No additional Notes Note shall be required with respect to evidence the Loans provided or portion thereof made by a Designated Lender; provided, however, to the extent any Designated Lender shall advance funds, and the Designating Lender shall be deemed to hold the Notes in its possession Note as an agent for such its Designated Lender to the extent of the Loan Loans or portion thereof funded by such Designated Lender. Such Each Designating Lender shall act as administrative agent for its Designated Lender and give and receive notices and other communications hereunderon its behalf. Any payments for the account of any Designated Lender shall be paid to its Designating Lender as administrative agent for such Designated Lender and neither the Borrowers nor the Administrative Agent shall be responsible for any Designating Lender’s application of such payments. In addition, any Designated Lender may (1) may, with notice to, to (but without the prior written consent of, ) the Borrowers or Company and the Administrative Agent, (i) assign all or portions of its interests interest in any Loans to its Designating Lender or to any financial institution institutions consented to by the Company and the Administrative Agent providing that provide liquidity and/or credit facilities to or for the account of such Designated Lender to support the funding of Loans or portions thereof made by it and (2ii) subject to advising any such Person that such information is to be treated as confidential in accordance with Section 9.11, disclose on a confidential basis any non-public information relating to its Loans or portions thereof to any rating agency, commercial paper dealer or provider of any guarantee, surety or surety, credit or liquidity enhancement to such Designated Lender. (iib) Each party to this Agreement hereby agrees that it shall will not institute against, or join any other Person person in instituting against, any Designated Lender any bankruptcy, reorganizationinsolvency, arrangement, insolvency or liquidation proceeding reorganization or other proceedings similar proceeding under any federal or state bankruptcy or similar law law, for one year and a day after the payment in full of all outstanding senior indebtedness of such Designated Lender is paid in full. The Designating Lender for each Designated Lender agrees to indemnify, save, and hold harmless each other party hereto for any loss, cost, damage and expense arising out of its inability to institute any such proceeding against such Designated Lender. This Section 12.1.2 subsection (b) shall survive the termination of this Agreement.

Designated Lenders. (ia) Subject to the terms and conditions set forth in this Section 12.1.2, any Lender may from time to time elect to designate an Eligible Designee to provide all or any part of the Loans to be made by such Lender pursuant to this Agreement; provided that the designation of an Eligible Designee by any Lender for purposes of this Section 12.1.2 shall be subject to the approval of the Administrative Agent and, solely in the case of any designation in respect of a Lender’s Revolving Loan Commitment, the LC Issuers and the Swing Line Lender (which consent shall not be unreasonably withheld or delayed). Upon the execution by the parties to each such designation of an agreement in the form of Exhibit F E hereto (a “Designation Agreement”) and the acceptance thereof by the Administrative Agent, the Eligible Designee shall become a Designated Lender for purposes of this Agreement. The Designating Lender shall thereafter have the right to permit the Designated Lender to provide all or a portion of the Loans to be made by the Designating Lender pursuant to the terms of this Agreement and the making of such the Loans or portion thereof shall satisfy the obligations of the Designating Lender to the same extent, and as if, such Loan was made by the Designating Lender. As to any Loan made by it, each Designated Lender shall have all the rights a Lender making such Loan would have under this Agreement and otherwise; provided, provided that (x) that all voting rights under this Agreement shall be exercised solely by the Designating Lender, (y) each Designating Lender shall remain solely responsible to the other parties hereto for its obligations under this Agreement, including the obligations of a Lender in respect of Loans made by its Designated Lender Xxxxxx and (z) no Designated Lender shall be entitled to reimbursement under Article III hereof for any amount which would exceed the amount that would have been payable by the Borrowers Borrower to the Lender from which the Designated Lender Xxxxxx obtained any interests hereunder. No additional Notes shall be required with respect to Loans provided by a Designated LenderXxxxxx; provided, however, to the extent any Designated Lender shall advance funds, the Designating Lender shall be deemed to hold the Notes in its possession as an a non-fiduciary agent for such Designated Lender to the extent of the Loan funded by such Designated Lender. Such Designating Lender shall act as administrative agent for its Designated Lender Xxxxxx and give and receive notices and communications hereunder. Any payments for the account of any Designated Lender shall be paid to its Designating Lender as administrative agent for such Designated Lender and neither the Borrowers Borrower nor the Administrative Agent shall be responsible for any Designating LenderXxxxxx’s application of such payments. In addition, any Designated Lender may (1) with notice to, but without the consent of, of the Borrowers Borrower or the Administrative Agent, assign all or portions of its interests in any Loans to its Designating Lender or to any financial institution consented to by the Administrative Agent providing liquidity and/or credit facilities to or for the account of such Designated Lender and (2) subject to advising any such Person that such information is to be treated as confidential in accordance with Section 9.11, disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any guarantee, surety or credit or liquidity enhancement to such Designated Lender. In addition, each such Designating Lender that elects to designate an Eligible Designee and such Eligible Designee becomes a Designated Lender, (i) shall keep a register for the registration relating to each such Loan, specifying such Designated Lender’s name, address and entitlement to payments of principal and interest with respect to such Loan and each transfer thereof and the name and address of each transferees and (ii) shall collect, prior to the time such Designated Lender receives payment with respect to such Loans from each such Designated Lender, the appropriate forms, certificates, and statements described in Section 3.5 (and updated as required by Section 3.5) as if such Designated Lender were a Lender under Section 3.5. (iib) Each party to this Agreement hereby agrees that it shall not institute against, or join any other Person in instituting against, any Designated Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law for one year and a day after the payment in full of all outstanding senior indebtedness of any Designated Lender; provided that the Designating Lender for each Designated Lender hereby agrees to indemnify, save and hold harmless each other party hereto for any loss, cost, damage and expense arising out of its inability to institute any such proceeding against such Designated Lender. This Section 12.1.2 shall survive the termination of this Agreement.

Designated Lenders. (i) Subject to the terms and conditions set forth in this Section 12.1.213.1(B), any Lender may from time to time elect to designate an Eligible Designee to provide all or any part of the Loans to be made by such Lender pursuant to this Agreement; provided that the designation of an Eligible Designee by any Lender for purposes of this Section 12.1.2 13.1(B) shall be subject to the approval of the Administrative Agent (which consent shall not be unreasonably withheld or delayed). Upon the execution by the parties to each such designation of an agreement in the form of Exhibit F L hereto (a “Designation Agreement”) and the acceptance thereof by the Administrative Agent, the Eligible Designee shall become a Designated Lender for purposes of this Agreement. The Designating Lender shall thereafter have the right to permit the Designated Lender to provide all or a portion of the Loans to be made by the Designating Lender pursuant to the terms of this Agreement and the making of such the Loans or portion thereof shall satisfy the obligations of the Designating Lender to the same extent, and as if, such Loan was made by the Designating Lender. As to any Loan made by it, each Designated Lender shall have all the rights a Lender making such Loan would have under this Agreement and otherwise; provided, (x) that all voting rights under this Agreement shall be exercised solely by the Designating Lender, (y) each Designating Lender shall remain solely responsible to the other parties hereto for its obligations under this Agreement, including the obligations of a Lender in respect of Loans made by its Designated Lender and (z) no Designated Lender shall be entitled to reimbursement under Article III IV hereof for any amount which would exceed the amount that would have been payable by the Borrowers Borrower to the Lender from which the Designated Lender obtained any interests hereunder. No additional Notes shall be required with respect to Loans provided by a Designated Lender; provided, however, to the extent any Designated Lender shall advance funds, the Designating Lender shall be deemed to hold the Notes in its possession as an agent for such Designated Lender to the extent of the Loan funded by such Designated Lender. Such Designating Lender shall act as administrative agent for its Designated Lender and give and receive notices and communications hereunder. Any payments for the account of any Designated Lender shall be paid to its Designating Lender as administrative agent for such Designated Lender and neither the Borrowers nor the Agent shall be responsible for any Designating Lender’s application of such payments. In addition, any Designated Lender may (1) with notice to, but without the consent of, the Borrowers or the Agent, assign all or portions of its interests in any Loans to its Designating Lender or to any financial institution consented to by the Agent providing liquidity and/or credit facilities to or for the account of such Designated Lender and (2) subject to advising any such Person that such information is to be treated as confidential in accordance with Section 9.11, disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any guarantee, surety or credit or liquidity enhancement to such Designated Lender. (ii) Each party to this Agreement hereby agrees that it shall not institute against, or join any other Person in instituting against, any Designated Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law for one year and a day after the payment in full of all outstanding senior indebtedness of any Designated Lender. This Section 12.1.2 shall survive the termination of this Agreement.interests

Designated Lenders. Any Revolving Lender (ieach, a “Designating Lender”) Subject may designate one Designated Lender to fund Bid Rate Loans on behalf of such Designating Lender subject to the terms of this subsection, and conditions set forth the provisions in this Section 12.1.2, any the immediately preceding subsections (b) and (d) shall not apply to such designation. No Lender may from time to time elect to designate an Eligible Designee to provide all or any part of the Loans to be made by such Lender pursuant to this Agreement; provided that the designation of an Eligible Designee by any Lender for purposes of this Section 12.1.2 shall be subject to the approval of the Agent (which consent shall not be unreasonably withheld or delayed)more than one Designated Lender. Upon the execution by the The parties to each such designation shall execute and deliver to the Administrative Agent for its acceptance a Designation Agreement. Upon such receipt of an agreement appropriately completed Designation Agreement executed by a Designating Lender and a designee representing that it is a Designated Lender, the Administrative Agent will accept such Designation Agreement and give prompt notice thereof to the Borrower, whereupon (i) the Borrower shall execute and deliver to the Designating Lender a Bid Rate Note payable to the order of the Designated Lender, (ii) from and after the effective date specified in the form of Exhibit F hereto (a “Designation Agreement”) and the acceptance thereof by the Agent, the Eligible Designee Designated Lender shall become a Designated Lender for purposes of party to this Agreement. The Designating Lender shall thereafter have the Agreement with a right to permit the Designated Lender to provide all or a portion make Bid Rate Loans on behalf of the Loans to be made by the its Designating Lender pursuant to Section 2.3. after the terms Borrower has accepted a Bid Rate Loan (or portion thereof) of the Designating Lender, and (iii) the Designated Lender shall not be required to make payments with respect to any obligations in this Agreement except to the extent of excess cash flow of such Designated Lender which is not otherwise required to repay obligations of such Designated Lender which are then due and payable; provided, however, that regardless of such designation and assumption by the Designated Lender, the Designating Lender shall be and remain obligated to the Borrower, the Administrative Agent and the making Lenders for each and every of such Loans or portion thereof shall satisfy the obligations of the Designating Lender and its related Designated Lender with respect to this Agreement, including, without limitation, any indemnification obligations under Section 11.6. and any sums otherwise payable to the same extent, and as if, such Loan was made Borrower by the Designating Designated Lender. As to any Loan made by it, each Designated Lender shall have all the rights a Lender making such Loan would have under this Agreement and otherwise; provided, (x) that all voting rights under this Agreement shall be exercised solely by the Designating Lender, (y) each Each Designating Lender shall remain solely responsible serve as the agent of the Designated Lender and shall on behalf of, and to the other parties hereto exclusion of, the Designated Lender: (i) receive any and all payments made for its obligations under this Agreement, including the obligations benefit of a Lender in respect of Loans made by its the Designated Lender and (zii) no Designated Lender give and receive all communications and notices and take all actions hereunder, including, without limitation, votes, approvals, waivers, consents and amendments under or relating to this Agreement and the other Loan Documents. Any such notice, communication, vote, approval, waiver, consent or amendment shall be entitled to reimbursement under Article III hereof for any amount which would exceed the amount that would have been payable signed by the Borrowers to the Designating Lender from which as agent for the Designated Lender obtained any interests hereunder. No additional Notes and shall not be signed by the Designated Lender on its own behalf and shall be required with respect to Loans provided by a Designated Lender; provided, however, to binding on the extent any Designated Lender shall advance funds, the Designating Lender shall be deemed to hold the Notes in its possession as an agent for such Designated Lender to the same extent of as if signed by the Loan funded by such Designated Lender. Such Designating Lender shall act as administrative agent for its Designated Lender on its own behalf. The Borrower, the Administrative Agent and give and receive notices and communications hereunder. Any payments for the account of Lenders may rely thereon without any requirement that the Designated Lender shall be paid to its Designating Lender as administrative agent for such Designated Lender and neither sign or acknowledge the Borrowers nor the Agent shall be responsible for any Designating Lender’s application of such paymentssame. In addition, any No Designated Lender may (1) with notice to, but without the consent of, the Borrowers assign or the Agent, assign transfer all or portions any portion of its interests in interest hereunder or under any Loans other Loan Document, other than assignments to its the Designating Lender or to any financial institution consented to by the Agent providing liquidity and/or credit facilities to or for the account of which originally designated such Designated Lender and (2) subject to advising any such Person that such information is to be treated as confidential in accordance with Section 9.11, disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any guarantee, surety or credit or liquidity enhancement to such Designated Lender. (ii) Each party to this Agreement hereby agrees that it shall not institute against, or join any other Person in instituting against, any Designated Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law for one year and a day after the payment in full of all outstanding senior indebtedness of any Designated Lender. This Section 12.1.2 shall survive the termination of this Agreement.Designated

Designated Lenders. Any Lender (ieach, a “Designating Lender”) Subject may at any time while the Borrower has been assigned an Investment Grade Rating from either S&P or Xxxxx’x designate one Designated Lender to fund Bid Rate Loans on behalf of such Designating Lender subject to the terms of this subsection (d) and conditions set forth the provisions in this Section 12.1.2, any the immediately preceding subsections (b) and (c) shall not apply to such designation. No Lender may from time to time elect to designate an Eligible Designee to provide all or any part of the Loans to be made by such Lender pursuant to this Agreement; provided that the designation of an Eligible Designee by any Lender for purposes of this Section 12.1.2 shall be subject to the approval of the Agent (which consent shall not be unreasonably withheld or delayed)more than one Designated Lender. Upon the execution by the The parties to each such designation shall execute and deliver to the Agent for its acceptance a Designation Agreement. Upon such receipt of an agreement appropriately completed Designation Agreement executed by a Designating Lender and a designee representing that it is a Designated Lender, the Agent will accept such Designation Agreement and give prompt notice thereof to the Borrower, whereupon, (i) the Borrower shall execute and deliver to the Designating Lender a Designated Lender Note payable to the order of the Designated Lender, (ii) from and after the effective date specified in the form of Exhibit F hereto (a “Designation Agreement”) and the acceptance thereof by the Agent, the Eligible Designee Designated Lender shall become a Designated Lender for purposes of party to this Agreement. The Designating Lender shall thereafter have the Agreement with a right to permit the Designated Lender to provide all or a portion make Bid Rate Loans on behalf of the Loans to be made by the its Designating Lender pursuant to Section 2.2. after the terms Borrower has accepted a Bid Rate Loan (or portion thereof) of the Designating Lender, and (iii) the Designated Lender shall not be required to make payments with respect to any obligations in this Agreement except to the extent of excess cash flow of such Designated Lender which is not otherwise required to repay obligations of such Designated Lender which are then due and payable; provided, however, that regardless of such designation and assumption by the Designated Lender, the Designating Lender shall be and remain obligated to the Borrower, the Agent and the making Lenders for each and every of such Loans or portion thereof shall satisfy the obligations of the Designating Lender and its related Designated Lender with respect to this Agreement, including, without limitation, any indemnification obligations under Section 12.6. and any sums otherwise payable to the same extent, and as if, such Loan was made Borrower by the Designating Designated Lender. As to any Loan made by it, each Designated Lender shall have all the rights a Lender making such Loan would have under this Agreement and otherwise; provided, (x) that all voting rights under this Agreement shall be exercised solely by the Designating Lender, (y) each Each Designating Lender shall remain solely responsible serve as the Agent of the Designated Lender and shall on behalf of, and to the other parties hereto exclusion of, the Designated Lender: (i) receive any and all payments made for its obligations under this Agreement, including the obligations benefit of a Lender in respect of Loans made by its the Designated Lender and (zii) no Designated Lender give and receive all communications and notices and take all actions hereunder, including, without limitation, votes, approvals, waivers, consents and amendments under or relating to this Agreement and the other Loan Documents. Any such notice, communication, vote, approval, waiver, consent or amendment shall be entitled to reimbursement under Article III hereof for any amount which would exceed the amount that would have been payable signed by the Borrowers to the Designating Lender from which as Agent for the Designated Lender obtained any interests hereunder. No additional Notes and shall not be signed by the Designated Lender on its own behalf and shall be required with respect to Loans provided by a Designated Lender; provided, however, to binding on the extent any Designated Lender shall advance funds, the Designating Lender shall be deemed to hold the Notes in its possession as an agent for such Designated Lender to the same extent as if signed by the Designated Lender on its own behalf. The Borrower, the Agent and the Lenders may rely thereon without any requirement that the Designated Lender sign or acknowledge the same. No Designated Lender may assign or transfer all or any portion of its interest hereunder or under any other Loan Document, other than assignments to the Loan funded by Designating Lender which originally designated such Designated Lender. Such Designating Lender shall act as administrative agent for its Designated Lender The Borrower, the Lenders and give and receive notices and communications hereunder. Any payments for the account of any Designated Lender shall be paid to its Designating Lender as administrative agent for such Designated Lender and neither the Borrowers nor the Agent shall be responsible for any Designating Lender’s application of such payments. In addition, any Designated Lender may (1) with notice to, but without the consent of, the Borrowers or the Agent, assign all or portions of its interests in any Loans to its Designating Lender or to any financial institution consented to by the Agent providing liquidity and/or credit facilities to or for the account of such Designated Lender and (2) subject to advising any such Person that such information is to be treated as confidential in accordance with Section 9.11, disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any guarantee, surety or credit or liquidity enhancement to such Designated Lender. (ii) Each party to this Agreement each hereby agrees that it shall will not institute against, against any Designated Lender or join any other Person in instituting against, against any Designated Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law for law, until the later to occur of (x) one year and a one day after the payment in full of all outstanding senior indebtedness the latest maturing commercial paper note issued by such Designated Lender and (y) the Termination Date. In connection with any such designation the Designating Lender shall pay to the Agent an administrative fee for processing such designation in the amount of any Designated Lender. This Section 12.1.2 shall survive the termination of this Agreement$2,000.

Designated Lenders. (i) Subject Notwithstanding anything to the terms and conditions set forth in this Section 12.1.2contrary ------------------ contained herein, any Lender (each such Lender, a "Granting Bank") may grant to a conduit or similar funding vehicle affiliated with or managed by such Granting Bank (each a "Designated Lender"), identified as such in writing from time to time elect by the applicable Granting Bank to designate an Eligible Designee the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part of any Advance that such Granting Bank would otherwise be obligated to make to the Borrower pursuant to this Agreement; provided, that (i) nothing herein shall constitute a -------- commitment by any Designated Lender to make any Advance, (ii) if a Designated Lender elects not to exercise such option or otherwise fails to provide all or any part of such Advance, the Loans to be made by such Lender pursuant to this Agreement; provided that the designation of an Eligible Designee by any Lender for purposes of this Section 12.1.2 applicable Granting Bank shall be subject obligated to the approval of the Agent (which consent shall not be unreasonably withheld or delayed). Upon the execution by the parties to each make such designation of an agreement in the form of Exhibit F hereto (a “Designation Agreement”) and the acceptance thereof by the Agent, the Eligible Designee shall become a Designated Lender for purposes of this Agreement. The Designating Lender shall thereafter have the right to permit the Designated Lender to provide all or a portion of the Loans to be made by the Designating Lender Advance pursuant to the terms of this Agreement and the hereof. The making of such Loans or portion thereof an Advance by any Designated Lender hereunder shall satisfy utilize the obligations Syndicated Loan Commitment of the Designating Lender applicable Granting Bank to the same extent, and as if, such Loan was Advance were made by the Designating Lendersuch Granting Bank. As to any Loan made by it, each Designated Lender shall have all the rights a Lender making such Loan would have under this Agreement and otherwise; provided, (x) Each party hereto hereby agrees that all voting rights under this Agreement shall be exercised solely by the Designating Lender, (y) each Designating Lender shall remain solely responsible to the other parties hereto for its obligations under this Agreement, including the obligations of a Lender in respect of Loans made by its Designated Lender and (z) no Designated Lender shall be entitled to reimbursement under Article III hereof liable for any amount indemnity or other similar payment obligation under this Agreement (all liability for which would exceed shall remain with the amount that would have been payable by applicable Granting Bank). All notices hereunder to any Granting Bank or the Borrowers related Designated Lender, and all payments in respect of the Obligations due to such Granting Bank or the Lender from which the related Designated Lender obtained any interests hereunder. No additional Notes Lender, shall be required with respect made to Loans provided by a Designated Lender; provided, however, to the extent any Designated Lender shall advance funds, the Designating Lender shall be deemed to hold the Notes in its possession as an agent for such Designated Lender to the extent of the Loan funded by such Designated Lender. Such Designating Lender shall act as administrative agent for its Designated Lender and give and receive notices and communications hereunder. Any payments for the account of any Designated Lender shall be paid to its Designating Lender as administrative agent for such Designated Lender and neither the Borrowers nor the Agent shall be responsible for any Designating Lender’s application of such paymentsGranting Bank. In addition, each Granting Bank shall vote as a Lender hereunder without giving effect to any assignment under this Section 12.1.2, and no Designated Lender -------------- shall have any vote as a Lender under this Agreement for any purpose. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any Designated Lender may Lender, it will not institute against, or join any other (1i) with notice to, but without the prior written consent of, the Borrowers Borrower and the Administrative Agent and without paying any processing or the Agentadministrative fee therefor, assign all or portions a portion of its interests in any Loans Advances to its Designating Lender the Granting Bank or to any financial institution institutions (consented to by the Borrower and the Administrative Agent in accordance with the terms of Section 12.3.1 -------------- providing liquidity and/or credit facilities support to or for the account of such Designated Lender to support the funding or maintenance of Advances and (2ii) subject to advising any such Person that such information is to be treated as confidential in accordance with Section 9.11, disclose on a confidential basis any non-public information relating to its Loans Advances to any rating agency, commercial paper dealer or provider of any guaranteesurety, surety guarantee or credit or liquidity enhancement to such Designated Lender. (ii) Each party to this Agreement hereby agrees that it shall not institute against, or join any other Person in instituting against, any Designated Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law for one year and a day after the payment in full of all outstanding senior indebtedness of any Designated Lender. This Section 12.1.2 shall survive may not be amended without the termination written consent of this Agreementeach -------------- Granting Bank affected thereby.

Designated Lenders. (i) Subject Notwithstanding anything to the terms and conditions set forth in this Section 12.1.2contrary contained herein, any Lender Bank (a "Designating Lender") may grant to an Eligible Designee identified as such (and as a Designated Lender) in writing from time to time elect by such Designating Lender to designate an Eligible Designee the Administrative Agent and the Borrowers, the option to provide to the Borrowers all or any part of any Loan that such Designating Lender would otherwise be obligated to make to any Borrower pursuant to this Agreement; provided that nothing herein shall constitute a commitment by such Designated Lender to make any Loan, (ii) if a Designated Lender elects not to exercise such option or otherwise fails to provide all or any part of the Loans to be made by such Lender pursuant to this Agreement; provided that the designation of an Eligible Designee by any Lender for purposes of this Section 12.1.2 shall be subject to the approval of the Agent (which consent shall not be unreasonably withheld or delayed). Upon the execution by the parties to each such designation of an agreement in the form of Exhibit F hereto (a “Designation Agreement”) and the acceptance thereof by the AgentLoan, the Eligible Designee shall become a Designated Lender for purposes of this Agreement. The Designating Lender shall thereafter have the right be obligated to permit the Designated Lender to provide all or a portion of the Loans to be made by the Designating Lender make such Loan pursuant to the terms of this Agreement and the hereof. The making of such Loans or portion thereof a Loan by a Designated Lender hereunder shall satisfy utilize the obligations Commitment of the Designating Lender to the same extent, and as if, such Loan was were made by such Designating Lender. Each party hereto hereby agrees that no Designated Lender shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Designating Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall Amendment No. 2 to Credit Agreement (5-Year) survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any Designated Lender, it will not institute against, or join any other Person in instituting against, such Designated Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any State thereof. As to any Loan Loans or portion thereof made by it, each Designated Lender shall have all the rights that a Lender Bank making such Loan Loans or portion thereof would have had under this Agreement and otherwise; provided, provided that (xi) that all its voting rights under this Agreement shall be exercised solely by the its Designating Lender, (yii) each Designating Lender shall remain solely responsible to the other parties hereto for its obligations under this Agreement, including the obligations of a Lender in respect of Loans made by its Designated Lender and (z) no Designated Lender shall be entitled to reimbursement under Article III hereof for any amount which would exceed the amount that would have been payable by the Borrowers to the Lender from which the Designated Lender obtained any interests hereunder. No additional Notes shall be required with respect to Loans provided by a Designated Lender; provided, however, to the extent any Designated Lender shall advance funds, the Designating Lender shall be deemed to hold the Notes in its possession relevant Note as an agent for such Designated Lender to the extent of the Loan Loans or portion thereof funded by such Designated Lender and (iii) the designation of a Designated Lender and the funding of Loans by a Designated Lender shall in no event (x) subject any of the Borrowers to any delay in the making of a Loan, (y) cause or give rise to any obligation of any of the Borrowers to indemnify or hold harmless such Designated Lender or any other Person (including without limitation pursuant to Sections 5.05 and 11.03 hereof) except to the extent such obligation would have arisen in favor of the Designating Lender or another Person if the Designating Lender (rather than such Designated Lender) had made all of such Designated Lender's Loans and such Designated Lender had not been designated as such hereunder, or (z) render the performance of any provisions of the Agreement illegal, void or unenforceable under any provision of law. Such Each Designating Lender shall act as administrative agent for its Designated Lender and give and receive notices and other communications hereunderon behalf of its Designated Lender. Any payments for the account of any Designated Lender shall be paid to its Designating Lender as administrative agent for such Designated Lender and neither the Borrowers nor the Administrative Agent shall be responsible for any Designating Lender’s 's application of such payments. In addition, any Designated Lender may (1i) with notice to, but without the prior written consent of, XL Capital and the Borrowers or the AgentAdministrative Agent and without paying any processing fee therefor, assign all or portions a portion of its interests in any Loans to its the Designating Lender or to any financial institution institutions (consented to by XL Capital and the Agent Administrative Agent) providing liquidity and/or credit facilities support to or for the account of such Designated Lender to support the funding or maintenance of Loans and (2ii) subject to advising any such Person that such information is to be treated as confidential in accordance with Section 9.11, disclose on a confidential basis any non-public information relating to its Loans or portions thereof to any rating agency, commercial paper dealer or provider of any guaranteesurety, surety guarantee or credit or liquidity enhancement to such Designated Lender. (ii) Each party to this Agreement hereby agrees that it shall not institute against, or join any other Person in instituting against, any Designated Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law for one year and a day after the payment in full of all outstanding senior indebtedness of any Designated Lender. This Section 12.1.2 shall survive 11.06(j) may not be amended without the termination written consent of this Agreementeach Designating Lender which has designated a Designated Lender."

Designated Lenders. (ia) Subject With the written consent of the Administrative Agent (which will not be unreasonably withheld), a Lender (the “designating Lender”) may designate one of its Affiliates or another Lender or an Affiliate thereof (the “designated Lender”) for the purposes of making available its Commitment in respect of Tranche B or Tranche C. Upon its acceptance of the designation and as long as such designation has not been terminated, the designated Lender (if not already a Lender) will be deemed to be a Lender for all purposes of the Credit Documents, with a Commitment (or an additional Commitment if it is already a Lender) corresponding to the terms and conditions set forth in this Section 12.1.2, any Lender may from time to time elect to designate an Eligible Designee to provide all or any part portion of the Loans applicable Tranche to be made by available to it and with the designating Lender’s Commitment under the Facility being reduced accordingly. No such designation will reduce the obligations of the designating Lender under any Tranche in which it remains a Lender, including as a result of an increase in its Commitment due to a reallocation made pursuant to Section 2.2. (b) A designating Lender may not make an assignment of its Commitment under the Facility without terminating the designation prior to making the assignment. For greater certainty, the assignee may also avail itself of the provisions of Section 20.5(a). A designated Lender may not make an assignment in respect of the Tranche which is the subject of the designation. Any termination of a designation will result in the outstanding Borrowings owing to the designated Lender in respect of the Tranche which was the subject of the designation being automatically assigned to its designating Lender (notwithstanding anything to the contrary in Section 20.4 but subject to Section 20.4(f)), with the designating Lender being obligated to pay to the designated Lender the price of the assignment in accordance with their agreement relating to the designation. (c) Each of Caisse centrale Dxxxxxxxxx, Wxxxx Fargo Bank, National Association and The Toronto-Dominion Bank designates as its designated Lender its Affiliate specified below its name on the signature pages of this Agreement for the purposes of making available its Commitment in respect of Tranche B. Each such designated Lender hereby accepts the designation made by its designating Lender. (d) Sections 20.4(c) and 20.4(f) will apply to any designation of a designated Lender made after the date of this Agreement; provided , as if the designation were an assignment and the designated Lender were an assignee. (e) The parties acknowledge that the designation of an Eligible Designee by any Lender for purposes of this Section 12.1.2 shall be subject to CIBC Inc. will terminate on the approval Effective Date and that BNP Paribas has become the assignee of the Agent entire Commitment of and all Borrowings owing to BNP Paribas (which consent shall not be unreasonably withheld or delayedCanada). Upon the execution by the parties to each such designation of an agreement in the form of Exhibit F hereto (a “Designation Agreement”) and the acceptance thereof by the Agent, the Eligible Designee shall become a Designated Lender for purposes of this Agreement. The Designating Lender shall thereafter have the right to permit the Designated Lender to provide all or a portion of the Loans to be made by the Designating Lender pursuant to the terms of this Agreement and the making of such Loans or portion thereof shall satisfy the obligations of the Designating Lender to the same extent, and as if, such Loan was made by the Designating Lender. As to any Loan made by it, each Designated Lender shall have all the rights a Lender making such Loan would have under this Agreement and otherwise; provided, (x) that all voting rights under this Agreement shall be exercised solely by the Designating Lender, (y) each Designating Lender shall remain solely responsible to the other parties hereto for its obligations under this Agreement, including the obligations of a Lender in respect of Loans made by its Designated Lender and (z) no Designated Lender shall be entitled to reimbursement under Article III hereof for any amount which would exceed the amount that would have been payable by the Borrowers to the Lender from which the Designated Lender obtained any interests hereunder. No additional Notes shall be required with respect to Loans provided by a Designated Lender; provided, however, to the extent any Designated Lender shall advance funds, the Designating Lender shall be deemed to hold the Notes in its possession as an agent for such Designated Lender to the extent of the Loan funded by such Designated Lender. Such Designating Lender shall act as administrative agent for its Designated Lender and give and receive notices and communications hereunder. Any payments for the account of any Designated Lender shall be paid to its Designating Lender as administrative agent for such Designated Lender and neither the Borrowers nor the Agent shall be responsible for any Designating Lender’s application of such payments. In addition, any Designated Lender may (1) with notice to, but without the consent of, the Borrowers or the Agent, assign all or portions of its interests in any Loans to its Designating Lender or to any financial institution consented to by the Agent providing liquidity and/or credit facilities to or for the account of such Designated Lender and (2) subject to advising any such Person that such information is to be treated as confidential in accordance with Section 9.11, disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any guarantee, surety or credit or liquidity enhancement to such Designated Lender. (ii) Each party to this Agreement hereby agrees that it shall not institute against, or join any other Person in instituting against, any Designated Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law for one year and a day after the payment in full of all outstanding senior indebtedness of any Designated Lender. This Section 12.1.2 shall survive the termination of this Agreement.

Designated Lenders. Any Lender (ieach, a “Designating Lender”) Subject may at any time while the Borrower has been assigned an Investment Grade Rating from at least two of the Rating Agencies designate one Designated Lender to fund Bid Rate Loans on behalf of such Designating Lender subject to the terms of this subsection, and conditions set forth the provisions in this Section 12.1.2, any the immediately preceding subsections (b) and (d) shall not apply to such designation. No Lender may from time to time elect to designate an Eligible Designee to provide all or any part of the Loans to be made by such Lender pursuant to this Agreement; provided that the designation of an Eligible Designee by any Lender for purposes of this Section 12.1.2 shall be subject to the approval of the Agent (which consent shall not be unreasonably withheld or delayed)more than one Designated Lender. Upon the execution by the The parties to each such designation shall execute and deliver to the Agent for its acceptance a Designation Agreement. Upon such receipt of an agreement appropriately completed Designation Agreement executed by a Designating Lender and a designee representing that it is a Designated Lender, the Agent will accept such Designation Agreement and give prompt notice thereof to the Borrower, whereupon (i) the Borrower shall execute and deliver to the Designating Lender a Bid Rate Note payable to the order of the Designated Lender, (ii) from and after the effective date specified in the form of Exhibit F hereto (a “Designation Agreement”) and the acceptance thereof by the Agent, the Eligible Designee Designated Lender shall become a Designated Lender for purposes of party to this Agreement. The Designating Lender shall thereafter have the Agreement with a right to permit the Designated Lender to provide all or a portion make Bid Rate Loans on behalf of the Loans to be made by the its Designating Lender pursuant to Section 2.2. after the terms Borrower has accepted a Bid Rate Loan (or portion thereof) of the Designating Lender, and (iii) the Designated Lender shall not be required to make payments with respect to any obligations in this Agreement except to the extent of excess cash flow of such Designated Lender which is not otherwise required to repay obligations of such Designated Lender which are then due and payable; provided, however, that regardless of such designation and assumption by the Designated Lender, the Designating Lender shall be and remain obligated to the Borrower, the Agent and the making Lenders for each and every of such Loans or portion thereof shall satisfy the obligations of the Designating Lender and its related Designated Lender with respect to this Agreement, including, without limitation, any indemnification obligations under Section 11.7. and any sums otherwise payable to the same extent, and as if, such Loan was made Borrower by the Designating Designated Lender. As to any Loan made by it, each Designated Lender shall have all the rights a Lender making such Loan would have under this Agreement and otherwise; provided, (x) that all voting rights under this Agreement shall be exercised solely by the Designating Lender, (y) each Each Designating Lender shall remain solely responsible serve as the agent of the Designated Lender and shall on behalf of, and to the other parties hereto exclusion of, the Designated Lender: (i) receive any and all payments made for its obligations under this Agreement, including the obligations benefit of a Lender in respect of Loans made by its the Designated Lender and (zii) no Designated Lender give and receive all communications and notices and take all actions hereunder, including, without limitation, votes, approvals, waivers, consents and amendments under or relating to this Agreement and the other Loan Documents. Any such notice, communication, vote, approval, waiver, consent or amendment shall be entitled to reimbursement under Article III hereof for any amount which would exceed the amount that would have been payable signed by the Borrowers to the Designating Lender from which as agent for the Designated Lender obtained any interests hereunder. No additional Notes and shall not be signed by the Designated Lender on its own behalf and shall be required with respect to Loans provided by a Designated Lender; provided, however, to binding on the extent any Designated Lender shall advance funds, the Designating Lender shall be deemed to hold the Notes in its possession as an agent for such Designated Lender to the same extent as if signed by the Designated Lender on its own behalf. The Borrower, the Agent and the Lenders may rely thereon without any requirement that the Designated Lender sign or acknowledge the same. No Designated Lender may assign or transfer all or any portion of its interest hereunder or under any other Loan Document, other than assignments to the Loan funded by Designating Lender which originally designated such Designated Lender. Such Designating Lender shall act as administrative agent for its Designated Lender The Borrower, the Lenders and give and receive notices and communications hereunder. Any payments for the account of any Designated Lender shall be paid to its Designating Lender as administrative agent for such Designated Lender and neither the Borrowers nor the Agent shall be responsible for any Designating Lender’s application of such payments. In addition, any Designated Lender may (1) with notice to, but without the consent of, the Borrowers or the Agent, assign all or portions of its interests in any Loans to its Designating Lender or to any financial institution consented to by the Agent providing liquidity and/or credit facilities to or for the account of such Designated Lender and (2) subject to advising any such Person that such information is to be treated as confidential in accordance with Section 9.11, disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any guarantee, surety or credit or liquidity enhancement to such Designated Lender. (ii) Each party to this Agreement each hereby agrees that it shall will not institute against, against any Designated Lender or join any other Person in instituting against, against any Designated Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law for law, until the later to occur of (x) one year and a one day after the payment in full of all outstanding senior indebtedness the latest maturing commercial paper note issued by such Designated Lender and (y) the Revolving Termination Date. In connection with any such designation, the Designating Lender shall pay to the Agent an administrative fee for processing such designation in the amount of any Designated Lender. This Section 12.1.2 shall survive the termination of this Agreement$3,500.

Designated Lenders. Any Lender (ieach, a “Designating Lender”) Subject may at any time after the Investment Grade Pricing Effective Date, designate one Designated Lender to fund Bid Rate Loans on behalf of such Designating Lender subject to the terms of this subsection, and conditions set forth the provisions in this Section 12.1.2, any Lender may from time to time elect to designate an Eligible Designee to provide all or any part of the Loans to be made by such Lender pursuant to this Agreement; provided that the designation of an Eligible Designee by any Lender for purposes subsections (b) and (d) of this Section 12.1.2 shall be subject to the approval of the Agent (which consent 13.6. shall not be unreasonably withheld or delayed)apply to such designation. Upon the execution by the No Lender may designate more than one Designated Lender. The parties to each such designation shall execute and deliver to the Administrative Agent for its acceptance a Designation Agreement. Upon such receipt of an agreement appropriately completed Designation Agreement executed by a Designating Lender and a designee representing that it is a Designated Lender, the Administrative Agent will accept such Designation Agreement and give prompt notice thereof to the Company, whereupon (i) the Company shall execute and deliver to the Designating Lender, to the extent requested by such Designated Lender, a Bid Rate Note payable to the order of the Designated Lender, (ii) from and after the effective date specified in the form of Exhibit F hereto (a “Designation Agreement”) and the acceptance thereof by the Agent, the Eligible Designee Designated Lender shall become a Designated Lender for purposes of party to this Agreement. The Designating Lender shall thereafter have the Agreement with a right to permit the Designated Lender to provide all or a portion make Bid Rate Loans on behalf of the Loans to be made by the its Designating Lender pursuant to Section 2.3. after the terms Company has accepted a Bid Rate Loan (or portion thereof) of the Designating Lender, and (iii) the Designated Lender shall not be required to make payments with respect to any obligations in this Agreement except to the extent of excess cash flow of such Designated Lender which is not otherwise required to repay obligations of such Designated Lender which are then due and payable; provided, however, that regardless of such designation and assumption by the Designated Lender, the Designating Lender shall be and remain obligated to the Company, the Administrative Agent and the making Lenders for each and every of such Loans or portion thereof shall satisfy the obligations of the Designating Lender and its related Designated Lender with respect to this Agreement, including, without limitation, any indemnification obligations under Section 12.6. and any sums otherwise payable to the same extent, and as if, such Loan was made Company by the Designating Designated Lender. As to any Loan made by it, each Designated Lender shall have all the rights a Lender making such Loan would have under this Agreement and otherwise; provided, (x) that all voting rights under this Agreement shall be exercised solely by the Designating Lender, (y) each Each Designating Lender shall remain solely responsible to serve as the other parties hereto for its obligations under this Agreement, including agent of the obligations of a Lender in respect of Loans made by its Designated Lender and (z) no Designated Lender shall be entitled to reimbursement under Article III hereof for any amount which would exceed the amount that would have been payable by the Borrowers on behalf of, and to the Lender from which exclusion of, the Designated Lender obtained any interests hereunder. No additional Notes shall be required with respect to Loans provided by a Designated Lender; provided, however, to the extent any Designated Lender shall advance funds, the Designating Lender shall be deemed to hold the Notes in its possession as an agent for such Designated Lender to the extent of the Loan funded by such Designated Lender. Such Designating Lender shall act as administrative agent for its Designated Lender and give and receive notices and communications hereunder. Any payments for the account of any Designated Lender shall be paid to its Designating Lender as administrative agent for such Designated Lender and neither the Borrowers nor the Agent shall be responsible for any Designating Lender’s application of such payments. In addition, any Designated Lender may : (1) with notice to, but without the consent of, the Borrowers or the Agent, assign receive any and all or portions of its interests in any Loans to its Designating Lender or to any financial institution consented to by the Agent providing liquidity and/or credit facilities to or payments made for the account benefit of such the Designated Lender and (2) subject to advising any such Person that such information is to be treated as confidential in accordance with Section 9.11give and receive all communications and notices and take all actions hereunder, disclose on a confidential basis any non-public information including, without limitation, votes, approvals, waivers, consents and amendments under or relating to this Agreement and the other Loan Documents. Any such notice, communication, vote, approval, waiver, consent or amendment shall be signed by the Designating Lender as agent for the Designated Lender and shall not be signed by the Designated Lender on its Loans own behalf and shall be binding on the Designated Lender to the same extent as if signed by the Designated Lender on its own behalf. The Company, the Administrative Agent and the Lenders may rely thereon without any rating agencyrequirement that the Designated Lender sign or acknowledge the same. No Designated Lender may assign or transfer all or any portion of its interest hereunder or under any other Loan Document, commercial paper dealer or provider of any guarantee, surety or credit or liquidity enhancement other than assignments to the Designating Lender which originally designated such Designated Lender. (ii) Each party to this Agreement . The Company, the Lenders and the Administrative Agent each hereby agrees that it shall will not institute against, against any Designated Lender or join any other Person in instituting against, against any Designated Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law for law, until the later to occur of (x) one year and a one day after the payment in full of all outstanding senior indebtedness of any the latest maturing commercial paper note issued by such Designated Lender and (y) the latest Revolving Credit Maturity Date applicable to such Designated Lender. This Section 12.1.2 In connection with any such designation, the Designating Lender shall survive pay to the termination Administrative Agent an administrative fee for processing such designation in the amount of this Agreement$4,500.

Designated Lenders. Any Revolving Lender (ieach, a “Designating Lender”) Subject may at any time while the Borrower has been assigned an Investment Grade Rating from either S&P or Xxxxx’x designate one Designated Lender to fund Bid Rate Loans on behalf of such Designating Lender subject to the terms of this subsection, and conditions set forth the provisions in this Section 12.1.2, any the immediately preceding subsections (b) and (d) shall not apply to such designation. No Lender may from time to time elect to designate an Eligible Designee to provide all or any part of the Loans to be made by such Lender pursuant to this Agreement; provided that the designation of an Eligible Designee by any Lender for purposes of this Section 12.1.2 shall be subject to the approval of the Agent (which consent shall not be unreasonably withheld or delayed)more than one Designated Lender. Upon the execution by the The parties to each such designation shall execute and deliver to the Administrative Agent for its acceptance a Designation Agreement. Upon such receipt of an agreement appropriately completed Designation Agreement executed by a Designating Lender and a designee representing that it is a Designated Lender, the Administrative Agent will accept such Designation Agreement and give prompt notice thereof to the Borrower, whereupon (i) the Borrower shall, upon the request of such Designated Lender, execute and deliver to the Designating Lender a Bid Rate Note payable to the order of the Designated Lender, (ii) from and after the effective date specified in the form of Exhibit F hereto (a “Designation Agreement”) and the acceptance thereof by the Agent, the Eligible Designee Designated Lender shall become a Designated Lender for purposes of party to this Agreement. The Designating Lender shall thereafter have the Agreement with a right to permit the Designated Lender to provide all or a portion make Bid Rate Loans on behalf of the Loans to be made by the its Designating Lender pursuant to Section 2.2. after the terms Borrower has accepted a Bid Rate Loan (or portion thereof) of the Designating Lender, and (iii) the Designated Lender shall not be required to make payments with respect to any obligations in this Agreement except to the extent of excess cash flow of such Designated Lender which is not otherwise required to repay obligations of such Designated Lender which are then due and payable; provided, however, that regardless of such designation and assumption by the Designated Lender, the Designating Lender shall be and remain obligated to the Borrower, the Administrative Agent and the making Lenders for each and every of such Loans or portion thereof shall satisfy the obligations of the Designating Lender and its related Designated Lender with respect to this Agreement, including, without limitation, any indemnification obligations under Section 11.6. and any sums otherwise payable to the same extent, and as if, such Loan was made Borrower by the Designating Designated Lender. As to any Loan made by it, each Designated Lender shall have all the rights a Lender making such Loan would have under this Agreement and otherwise; provided, (x) that all voting rights under this Agreement shall be exercised solely by the Designating Lender, (y) each Each Designating Lender shall remain solely responsible serve as the agent of the Designated Lender and shall on behalf of, and to the other parties hereto exclusion of, the Designated Lender: (i) receive any and all payments made for its obligations under this Agreement, including the obligations benefit of a Lender in respect of Loans made by its the Designated Lender and (zii) no Designated Lender give and receive all communications and notices and take all actions hereunder, including, without limitation, votes, approvals, waivers, consents and amendments under or relating to this Agreement and the other Loan Documents. Any such notice, communication, vote, approval, waiver, consent or amendment shall be entitled to reimbursement under Article III hereof for any amount which would exceed the amount that would have been payable signed by the Borrowers to the Designating Lender from which as agent for the Designated Lender obtained any interests hereunder. No additional Notes and shall not be signed by the Designated Lender on its own behalf and shall be required with respect to Loans provided by a Designated Lender; provided, however, to binding on the extent any Designated Lender shall advance funds, the Designating Lender shall be deemed to hold the Notes in its possession as an agent for such Designated Lender to the same extent as if signed by the Designated Lender on its own behalf. The Borrower, the Administrative Agent and the Lenders may rely thereon without any requirement that the Designated Lender sign or acknowledge the same. No Designated Lender may assign or transfer all or any portion of its interest hereunder or under any other Loan Document, other than assignments to the Loan funded by Designating Lender which originally designated such Designated Lender. Such Designating Lender shall act as administrative agent for its Designated Lender and give and receive notices and communications hereunder. Any payments for the account of any Designated Lender shall be paid to its Designating Lender as administrative agent for such Designated Lender and neither the Borrowers nor the Agent shall be responsible for any Designating Lender’s application of such payments. In addition, any Designated Lender may (1) with notice to, but without the consent ofThe Borrower, the Borrowers or Lenders and the Agent, assign all or portions of its interests in any Loans to its Designating Lender or to any financial institution consented to by the Administrative Agent providing liquidity and/or credit facilities to or for the account of such Designated Lender and (2) subject to advising any such Person that such information is to be treated as confidential in accordance with Section 9.11, disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any guarantee, surety or credit or liquidity enhancement to such Designated Lender. (ii) Each party to this Agreement each hereby agrees that it shall will not institute against, or join any other Person in instituting against, any Designated Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law for one year and a day after the payment in full of all outstanding senior indebtedness of any Designated Lender. This Section 12.1.2 shall survive the termination of this Agreement.

Designated Lenders. (i) Subject to the terms and conditions set forth in this Section 12.1.29.06, any Lender Bank may from time to time elect to designate an Eligible Designee to provide all or any part of the Loans to be made by such Lender Bank or to participate in Swingline Loans or Letters of Credit pursuant to this Agreement; provided that the designation of an Eligible Designee by any Lender Bank for purposes of this Section 12.1.2 9.06 shall be subject to the approval of the Borrowers and the Agent (which consent consents shall not be unreasonably withheld or delayed). Upon the execution by the parties to each such designation of an agreement in the form of Exhibit F hereto (a “"Designation Agreement”") and the acceptance thereof by the Borrowers and the Agent, the Eligible Designee shall become a Designated Lender for purposes of this Agreement. The Designating Lender shall thereafter have the right to permit the Designated Lender to provide all or a portion of the Loans to be made made, or to participate in Swingline Loans and Letters of Credit, by the Designating Lender pursuant to the terms of this Agreement and the making of such Loans or portion thereof or the participation in Swingline Loans on Letters of Credit shall satisfy the obligations obligation of the Designating Lender to the same extent, and as if, such Loan was made made, or Swingline Loan or Letter of Credit was participated in, by the 61 SIDLEY XXXXXX XXXXX & XXXX Designating Lender. As to any Loan made made, or Swingline Loan or Letter of Credit participated in, by it, each Designated Lender shall have all the rights a Lender Bank making such Loan or participating in such Swingline Loan or Letter or Credit would have under this Agreement and otherwise; provided, (x) that all voting rights under this Agreement shall be exercised solely by the Designating Lender, Lender and (y) each Designating Lender shall remain solely responsible to the other parties hereto for its obligations under this Agreement, including the obligations of a Lender Bank in respect of Loans made made, or Swingline Loan or Letter of Credit participated in, by its Designated Lender and (z) no Designated Lender shall be entitled to reimbursement under Article III hereof for any amount which would exceed the amount that would have been payable by the Borrowers to the Lender from which the Designated Lender obtained any interests hereunderLender. No additional Notes shall be required with respect to Loans provided provided, or Swingline Loan or Letter of Credit participated in, by a Designated Lender; provided, however, to the extent any Designated Lender shall advance funds, the Designating Lender shall be deemed to hold the Notes in its possession as an agent for such Designated Lender to the extent of the Loan funded funded, or Swingline Loan or Letter of Credit participated in, by such Designated Lender; provided, further, that any Designated Lender may request a Note in accordance with Section 2.05(D). Such Designating Lender shall act as administrative agent for its Designated Lender and give and receive notices and communications hereunder. Any payments for the account of any Designated Lender shall be paid to its Designating Lender as administrative agent for such Designated Lender and neither the Borrowers nor the Agent shall be responsible for any Designating Lender’s 's application of any such payments. In addition, any Designated Lender may (1i) with notice to, but without the consent of, of the Borrowers or and the Agent, assign all or portions of its interests in any Loans or participations in Swingline Loans or Letters of Credit to its Designating Lender or to any financial institution consented to by the Borrowers and the Agent providing liquidity and/or credit facilities to or for the account of such Designated Lender and (2ii) subject to advising any such Person that such information is to be treated as confidential in accordance with Section 9.11such Person's customary practices for dealing with confidential, non-public information, disclose on a confidential basis any non-public information relating to its Loans or participations in Swingline Loans or Letters of Credit to any rating agency, commercial paper dealer or provider of any guarantee, surety or credit or liquidity enhancement to such Designated Lender. (ii) Each party to this Agreement hereby agrees that it shall not institute against, or join any other Person person in instituting against, against any Designated Lender any bankruptcy, reorganization, arrangementarrangements, insolvency or liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law for one year and a day after the payment in full of all outstanding senior indebtedness of any Designated Lender; provided that the Designating Lender for each Designated Lender hereby agrees to indemnify, save and hold harmless each other party hereto for any loss, cost, damage and expense arising out of their inability to institute any such proceeding against such Designated Lender. This Section 12.1.2 9.06(F) shall survive the termination of this Agreement.

Designated Lenders. (ia) Subject to the terms and conditions set forth in provisions of this Section 12.1.29.07(a), any Lender may from time to time elect to designate an Eligible Designee to provide all or any part a portion of the Loans to be made by such Lender pursuant to this Agreement; provided that the such designation of an Eligible Designee by any Lender for purposes of this Section 12.1.2 shall be subject to the approval of the Agent (which consent shall not be unreasonably withheld or delayed)effective unless the Borrower and the Administrative Agent consent thereto. Upon the execution by the parties to each such When a Lender and its Eligible Designee shall have signed a designation of an agreement substantially in the form of Exhibit F E hereto (a “Designation Agreement”) and the acceptance thereof by Borrower and the AgentAdministrative Agent shall have signed their respective consents thereto, the such Eligible Designee shall become a Designated Lender for purposes of this Agreement. The Designating Lender shall thereafter have the right to permit the such Designated Lender to provide all or a portion of the Loans loans to be made by the such Designating Lender pursuant to the terms of this Agreement Section 2.01 and the making of such Loans or portion portions thereof shall satisfy the obligations obligation of the Designating Lender to the same extent, and as if, such Loan was Loans or portion thereof were made by the Designating Lender. As to any Loan Loans or portion thereof made by it, each Designated Lender shall have all the rights that a Lender making such Loan Loans or portion thereof would have had under this Agreement and otherwise; provided, provided that (x) that all its voting rights under this Agreement shall be exercised solely by the its Designating Lender, Lender and (y) each its Designating Lender shall remain solely responsible to the other parties hereto for the performance of its obligations under this Agreement, including the its obligations of a Lender in respect of the Loans or portion thereof made by its Designated Lender and (z) no Designated Lender shall be entitled to reimbursement under Article III hereof for any amount which would exceed the amount that would have been payable by the Borrowers to the Lender from which the Designated Lender obtained any interests hereunderit. No additional Notes Note shall be required with respect to evidence Loans provided or portions thereof made by a Designated Lender; provided, however, to the extent any Designated Lender shall advance funds, and the Designating Lender shall be deemed to hold the Notes in its possession Note as an agent for such its Designated Lender to the extent of the Loan Loans or portion thereof funded by such Designated Lender. Such Each Designating Lender shall act as administrative agent Administrative Agent for its Designated Lender and give and receive notices and other communications hereunderon its behalf. Any payments for the account of any Designated Lender shall be paid to its Designating Lender as administrative agent Administrative Agent for such Designated Lender and neither the Borrowers Borrower nor the Administrative Agent shall be responsible for any Designating Lender’s application of such payments. In addition, any Designated Lender may (1i) with notice to, but without the prior written consent of, the Borrowers Borrower or the Administrative Agent, assign all or portions of its interests interest in any Loans to its Designating Lender or to any financial institution institutions consented to by the Borrower and the Administrative Agent providing liquidity and/or credit facilities to or for the account of such Designated Lender to support the funding of Loans or portions thereof made by such Designated Lender and (2ii) subject to advising any such Person that such information is to be treated as confidential in accordance with Section 9.11, disclose on a confidential basis any non-public information relating to its Loans or portions thereof to any rating agency, commercial paper dealer or provider of any guarantee, surety or surety, credit or liquidity enhancement to such Designated Lender. (ii) Each party to this Agreement hereby agrees that it shall not institute against, or join any other Person in instituting against, any Designated Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law for one year and a day after the payment in full of all outstanding senior indebtedness of any Designated Lender. This Section 12.1.2 shall survive the termination of this Agreement.

Designated Lenders. Any Lender (ieach, a “Designating Lender”) Subject may at any time while the Borrower has been assigned an Investment Grade Rating from either S&P or Xxxxx’x designate one Designated Lender to fund Bid Rate Loans on behalf of such Designating Lender subject to the terms of this subsection, and conditions set forth the provisions in this Section 12.1.2, any the immediately preceding subsections (b) and (d) shall not apply to such designation. No Lender may from time to time elect to designate an Eligible Designee to provide all or any part of the Loans to be made by such Lender pursuant to this Agreement; provided that the designation of an Eligible Designee by any Lender for purposes of this Section 12.1.2 shall be subject to the approval of the Agent (which consent shall not be unreasonably withheld or delayed)more than one Designated Lender. Upon the execution by the The parties to each such designation shall execute and deliver to the Administrative Agent for its acceptance a Designation Agreement. Upon such receipt of an agreement appropriately completed Designation Agreement executed by a Designating Lender and a designee representing that it is a Designated Lender, the Administrative Agent will accept such Designation Agreement and give prompt notice thereof to the Borrower, whereupon (i) the Borrower shall execute and deliver to the Designating Lender a Bid Rate Note payable to the order of the Designated Lender, (ii) from and after the effective date specified in the form of Exhibit F hereto (a “Designation Agreement”) and the acceptance thereof by the Agent, the Eligible Designee Designated Lender shall become a Designated Lender for purposes of party to this Agreement. The Designating Lender shall thereafter have the Agreement with a right to permit the Designated Lender to provide all or a portion make Bid Rate Loans on behalf of the Loans to be made by the its Designating Lender pursuant to Section 2.2. after the terms Borrower has accepted a Bid Rate Loan (or portion thereof) of the Designating Lender, and (iii) the Designated Lender shall not be required to make payments with respect to any obligations in this Agreement except to the extent of excess cash flow of such Designated Lender which is not otherwise required to repay obligations of such Designated Lender which are then due and payable; provided, however, that regardless of such designation and assumption by the Designated Lender, the Designating Lender shall be and remain obligated to the Borrower, the Administrative Agent and the making Lenders for each and every of such Loans or portion thereof shall satisfy the obligations of the Designating Lender and its related Designated Lender with respect to this Agreement, including, without limitation, any indemnification obligations under Section 11.6. and any sums otherwise payable to the same extentBorrower by the Designated Lender. Each Designating Lender shall serve as the agent of the Designated Xxxxxx and shall on behalf of, and as ifto the exclusion of, the Designated Lender: (i) receive any and all payments made for the benefit of the Designated Xxxxxx and (ii) give and receive all communications and notices and take all actions hereunder, including, without limitation, votes, approvals, waivers, consents and amendments under or relating to this Agreement and the other Loan Documents. Any such Loan was made notice, communication, vote, approval, waiver, consent or amendment shall be signed by the Designating Lender. As to any Loan made Lender as agent for the Designated Xxxxxx and shall not be signed by it, each Designated Lender shall have all the rights a Lender making such Loan would have under this Agreement and otherwise; provided, (x) that all voting rights under this Agreement shall be exercised solely by the Designating Lender, (y) each Designating Lender shall remain solely responsible to the other parties hereto for its obligations under this Agreement, including the obligations of a Lender in respect of Loans made by its Designated Lender and (z) no Designated Lender shall be entitled to reimbursement under Article III hereof for any amount which would exceed the amount that would have been payable by the Borrowers to the Lender from which the Designated Lender obtained any interests hereunder. No additional Notes on its own behalf and shall be required with respect to Loans provided by a Designated Lender; provided, however, to binding on the extent any Designated Lender shall advance funds, the Designating Lender shall be deemed to hold the Notes in its possession as an agent for such Designated Lender to the same extent as if signed by the Designated Lender on its own behalf. The Borrower, the Administrative Agent and the Lenders may rely thereon without any requirement that the Designated Lender sign or acknowledge the same. No Designated Lender may assign or transfer all or any portion of its interest hereunder or under any other Loan Document, other than assignments to the Loan funded by Designating Lender which originally designated such Designated Lender. Such Designating Lender shall act as administrative agent for its Designated Lender and give and receive notices and communications hereunder. Any payments for the account of any Designated Lender shall be paid to its Designating Lender as administrative agent for such Designated Lender and neither the Borrowers nor the Agent shall be responsible for any Designating Lender’s application of such payments. In addition, any Designated Lender may (1) with notice to, but without the consent ofThe Borrower, the Borrowers or Lenders and the Agent, assign all or portions of its interests in any Loans to its Designating Lender or to any financial institution consented to by the Administrative Agent providing liquidity and/or credit facilities to or for the account of such Designated Lender and (2) subject to advising any such Person that such information is to be treated as confidential in accordance with Section 9.11, disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any guarantee, surety or credit or liquidity enhancement to such Designated Lender. (ii) Each party to this Agreement each hereby agrees that it shall will not institute against, against any Designated Lender or join any other Person in instituting against, against any Designated Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law for law, until the later to occur of (x) one year and a one day after the payment in full of all outstanding senior indebtedness the latest maturing commercial paper note issued by such Designated Lender and (y) the Termination Date. In connection with any such designation, the Designating Lender shall pay to the Administrative Agent an administrative fee for processing such designation in the amount of any Designated Lender. This Section 12.1.2 shall survive the termination of this Agreement$2,000.

Designated Lenders. (i) Subject Notwithstanding anything in the Credit Agreement or any other Loan Document to the terms and conditions set forth contrary, with respect to any Loans at any time held by a Designated Lender, such Designated Lender shall have no right whatsoever, in this Section 12.1.2its capacity as a Lender with respect to such Loans then held by such Designated Lender, whether or not the Borrower is subject to a bankruptcy or other insolvency proceeding, so long as such Lender is a Designated Lender, to (a) consent to any amendment, modification, waiver, consent or other such action with respect to, or otherwise vote on any matter related to, or vote in connection with any direction delivered to the Administrative Agent by the Requisite Lenders pursuant to, any Lender may from time to time elect to designate an Eligible Designee to provide all of the terms of the Credit Agreement or any part of the Loans to be made by such Lender pursuant to this Agreementother Loan Document; provided that the designation of an Eligible Designee Administrative Agent shall automatically deem any Loans held by any Lender for purposes of this Section 12.1.2 shall be subject to the approval of the Agent (which consent shall not be unreasonably withheld or delayed). Upon the execution by the parties to each such designation of an agreement in the form of Exhibit F hereto (a “Designation Agreement”) and the acceptance thereof by the Agent, the Eligible Designee shall become a Designated Lender for purposes of this Agreement. The Designating Lender shall thereafter have the right to permit the Designated Lender to provide all or a portion of be voted pro rata according to the Loans of all other Lenders in the aggregate (other than any Designated Lenders) in connection with any such amendment, modification, waiver, consent, other action or direction (including all voting and consent rights arising out of any bankruptcy or other insolvency proceedings (except for voting on any plan of reorganization or refraining from voting on any plan of reorganization, in which case the Administrative Agent shall vote or refrain from voting such Loans of such Designated Lender in its sole discretion)); provided, further, that no such amendment, modification, waiver, consent, other action or direction referred to be made above shall deprive such Designated Lender of its Ratable Portion of any payments or other recoveries which the Lenders are entitled to share on a pro rata basis under the Loan Documents (except as provided in Section 8.2(g)(4) (Assignments and Participations)) or, in the case of any such Designated Lender that is not a Subsidiary Lender, shall disproportionately impact such Designated Lender (solely in its capacity as a Lender) in a materially adverse manner, (b) require the Administrative Agent or other Lender to undertake any action (or refrain from taking any action) with respect to the Credit Agreement or any other Loan Document (other than to require the Administrative Agent to distribute any payments received by it from the Designating Borrower to which such Designated Lender is entitled pursuant to the terms of this Agreement and the making of such Loans or portion thereof shall satisfy the obligations of the Designating Lender to the same extent, and as if, such Loan was made by the Designating Lender. As to any Loan made by it, each Designated Lender shall have all the rights a Lender making such Loan would have under this Agreement and otherwise; providedDocuments), (xc) that all voting rights under this Agreement shall be exercised solely attend any meeting (live or by the Designating Lender, (yany electronic means) each Designating Lender shall remain solely responsible to the other parties hereto for its obligations under this Agreement, including the obligations of a Lender in respect of Loans made by its Designated Lender and (z) no Designated Lender shall be entitled to reimbursement under Article III hereof for any amount which would exceed the amount that would have been payable by the Borrowers to the Lender from which the Designated Lender obtained any interests hereunder. No additional Notes shall be required with respect to Loans provided by a Designated Lender; provided, however, to the extent any Designated Lender shall advance funds, the Designating Lender shall be deemed to hold the Notes in its possession as an agent for such Designated Lender to the extent of the Loan funded by such Designated Lender. Such Designating ’s capacity as a Lender shall act as administrative agent for its Designated Lender and give and receive notices and communications hereunder. Any payments for with the account of any Designated Lender shall be paid to its Designating Lender as administrative agent for such Designated Lender and neither the Borrowers nor the Administrative Agent shall be responsible for any Designating Lender’s application of such payments. In addition, any Designated Lender may (1) with notice to, but without the consent of, the Borrowers or the Agent, assign all or portions of its interests in any Loans to its Designating other Lender or to receive any financial institution consented to by information from the Administrative Agent providing liquidity and/or credit facilities to or for the account of such Designated Lender and (2) subject to advising any such Person that such information is to be treated as confidential in accordance with Section 9.11, disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any guarantee, surety or credit or liquidity enhancement to such Designated Lender. (ii) Each party to this Agreement hereby agrees that it shall not institute against, or join any other Person in instituting against, any Designated Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings under any federal Lender or state bankruptcy or similar law for one year and a day after (d) have access to the payment in full of all outstanding senior indebtedness of any Designated Lender. This Section 12.1.2 shall survive the termination of this AgreementApproved Electronic Platform.”

Designated Lenders. Any Lender (ieach, a “Designating Lender”) Subject may at any time while the Borrower has been assigned an Investment Grade Rating from either S&P or Xxxxx’x designate one Designated Lender to fund Bid Rate Loans on behalf of such Designating Lender subject to the terms of this subsection, and conditions set forth the provisions in this Section 12.1.2, any the immediately preceding subsections (b) and (d) shall not apply to such designation. No Lender may from time to time elect to designate an Eligible Designee to provide all or any part of the Loans to be made by such Lender pursuant to this Agreement; provided that the designation of an Eligible Designee by any Lender for purposes of this Section 12.1.2 shall be subject to the approval of the Agent (which consent shall not be unreasonably withheld or delayed)more than one Designated Lender. Upon the execution by the The parties to each such designation shall execute and deliver to the Administrative Agent for its acceptance a Designation Agreement. Upon such receipt of an agreement appropriately completed Designation Agreement executed by a Designating Lender and a designee representing that it is a Designated Lender, the Administrative Agent will accept such Designation Agreement and give prompt notice thereof to the Borrower, whereupon (i) the Borrower shall, upon the request of such Designated Lender, execute and deliver to the Designating Lender a Bid Rate Note payable to the order of the Designated Lender, (ii) from and after the effective date specified in the form of Exhibit F hereto (a “Designation Agreement”) and the acceptance thereof by the Agent, the Eligible Designee Designated Lender shall become a Designated Lender for purposes of party to this Agreement. The Designating Lender shall thereafter have the Agreement with a right to permit the Designated Lender to provide all or a portion make Bid Rate Loans on behalf of the Loans to be made by the its Designating Lender pursuant to Section 2.2. after the terms Borrower has accepted a Bid Rate Loan (or portion thereof) of the Designating Lender, and (iii) the Designated Lender shall not be required to make payments with respect to any obligations in this Agreement except to the extent of excess cash flow of such Designated Lender which is not otherwise required to repay obligations of such Designated Lender which are then due and payable; provided, however, that regardless of such designation and assumption by the Designated Lender, the Designating Lender shall be and remain obligated to the Borrower, the Administrative Agent and the making Lenders for each and every of such Loans or portion thereof shall satisfy the obligations of the Designating Lender and its related Designated Lender with respect to this Agreement, including, without limitation, any indemnification obligations under Section 11.6. and any sums otherwise payable to the same extent, and as if, such Loan was made Borrower by the Designating Designated Lender. As to any Loan made by it, each Designated Lender shall have all the rights a Lender making such Loan would have under this Agreement and otherwise; provided, (x) that all voting rights under this Agreement shall be exercised solely by the Designating Lender, (y) each Each Designating Lender shall remain solely responsible serve as the agent of the Designated Lender and shall on behalf of, and to the other parties hereto exclusion of, the Designated Lender: (i) receive any and all payments made for its obligations under this Agreement, including the obligations benefit of a Lender in respect of Loans made by its the Designated Lender and (zii) no Designated Lender give and receive all communications and notices and take all actions hereunder, including, without limitation, votes, approvals, waivers, consents and amendments under or relating to this Agreement and the other Loan Documents. Any such notice, communication, vote, approval, waiver, consent or amendment shall be entitled to reimbursement under Article III hereof for any amount which would exceed the amount that would have been payable signed by the Borrowers to the Designating Lender from which as agent for the Designated Lender obtained any interests hereunder. No additional Notes and shall not be signed by the Designated Lender on its own behalf and shall be required with respect to Loans provided by a Designated Lender; provided, however, to binding on the extent any Designated Lender shall advance funds, the Designating Lender shall be deemed to hold the Notes in its possession as an agent for such Designated Lender to the same extent as if signed by the Designated Lender on its own behalf. The Borrower, the Administrative Agent and the Lenders may rely thereon without any requirement that the Designated Lender sign or acknowledge the same. No Designated Lender may assign or transfer all or any portion of its interest hereunder or under any other Loan Document, other than assignments to the Loan funded by Designating Lender which originally designated such Designated Lender. Such Designating Lender shall act as administrative agent for its Designated Lender and give and receive notices and communications hereunder. Any payments for the account of any Designated Lender shall be paid to its Designating Lender as administrative agent for such Designated Lender and neither the Borrowers nor the Agent shall be responsible for any Designating Lender’s application of such payments. In addition, any Designated Lender may (1) with notice to, but without the consent ofThe Borrower, the Borrowers or Lenders and the Agent, assign all or portions of its interests in any Loans to its Designating Lender or to any financial institution consented to by the Administrative Agent providing liquidity and/or credit facilities to or for the account of such Designated Lender and (2) subject to advising any such Person that such information is to be treated as confidential in accordance with Section 9.11, disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any guarantee, surety or credit or liquidity enhancement to such Designated Lender. (ii) Each party to this Agreement each hereby agrees that it shall will not institute against, against any Designated Lender or join any other Person in instituting against, against any Designated Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law for law, until the later to occur of (x) one year and a one day after the payment in full of all outstanding senior indebtedness the latest maturing commercial paper note issued by such Designated Lender and (y) the Termination Date. In connection with any such designation, the Designating Lender shall pay to the Administrative Agent an administrative fee for processing such designation in the amount of any Designated Lender. This Section 12.1.2 shall survive the termination of this Agreement$2,000.

Designated Lenders. (ia) Subject to the terms and conditions set forth in provisions of this Section 12.1.2subsection (a), any Lender may from at any time to time elect to designate an Eligible Designee to 141 provide all or any part a portion of the Loans to be made by such Lender pursuant to this Agreement; provided that such designation shall not be effective unless the designation of an Eligible Designee by any Lender for purposes of this Section 12.1.2 shall be subject to Company and the approval of the Administrative Agent consent thereto (which consent consents shall not be unreasonably withheld or delayedwithheld). Upon the execution by the parties to each such designation of When a Lender and its Eligible Designee shall have signed an agreement substantially in the form of Exhibit F R hereto (a “Designation Agreement”"DESIGNATION AGREEMENT") and the acceptance thereof by Company and the AgentAdministrative Agent shall have signed their respective consents thereto, the such Eligible Designee shall become a Designated Lender for purposes of this Agreement. The Designating Lender shall thereafter have the right to permit the such Designated Lender to provide all or a portion of the Loans to be made by the such Designating Lender pursuant to the terms of this Agreement Section 2.01, and the making of such Loans or portion thereof shall satisfy the obligations obligation of the Designating Lender to the same extent, and as if, such Loan was Loans or portion thereof were made by the Designating Lender. As to any Loan Loans or portion thereof made by it, each Designated Lender shall have all the rights that a Lender making such Loan Loans or portion thereof would have had under this Agreement and otherwise; provided, provided that (x) that all its voting rights under this Agreement shall be exercised solely by the its Designating Lender, Lender and (y) each its Designating Lender shall remain solely responsible to the other parties hereto for its the performance of such Designated Lender's obligations under this Agreement, including the its obligations of a Lender in respect of the Loans or portion thereof made by its Designated Lender and (z) no Designated Lender shall be entitled to reimbursement under Article III hereof for any amount which would exceed the amount that would have been payable by the Borrowers to the Lender from which the Designated Lender obtained any interests hereunderit. No additional Notes Note shall be required with respect to evidence the Loans provided or portion thereof made by a Designated Lender; provided, however, to the extent any Designated Lender shall advance funds, and the Designating Lender shall be deemed to hold the Notes in its possession Note as an agent for such its Designated Lender to the extent of the Loan Loans or portion thereof funded by such Designated Lender. Such Each Designating Lender shall act as administrative agent for its Designated Lender and give and receive notices and other communications hereunderon its behalf. Any payments for the account of any Designated Lender shall be paid to its Designating Lender as administrative agent for such Designated Lender and neither the Borrowers nor the Administrative Agent shall be responsible for any Designating Lender’s 's application of such payments. In addition, any Designated Lender may (1) may, with notice to, to (but without the prior written consent of, ) the Borrowers or Company and the Administrative Agent, (i) assign all or portions of its interests interest in any Loans to its Designating Lender or to any financial institution institutions consented to by the Company and the Administrative Agent providing that provide liquidity and/or credit facilities to or for the account of such Designated Lender to support the funding of Loans or portions thereof made by it and (2ii) subject to advising any such Person that such information is to be treated as confidential in accordance with Section 9.11, disclose on a confidential basis any non-public information relating to its Loans or portions thereof to any rating agency, commercial paper dealer or provider of any guarantee, surety or surety, credit or liquidity enhancement to such Designated Lender. (iib) Each party to this Agreement hereby agrees that it shall will not institute against, or join any other Person person in instituting against, any Designated Lender any bankruptcy, reorganizationinsolvency, arrangement, insolvency or liquidation proceeding reorganization or other proceedings similar proceeding under any federal or state bankruptcy or similar law law, for one year and a day after the payment in full of all outstanding senior indebtedness of such Designated Lender is paid in full. The Designating Lender for each Designated Lender agrees to indemnify, save, and hold harmless each other party hereto for any loss, cost, damage and expense arising out of its inability to institute any such proceeding against such Designated Lender. This Section 12.1.2 subsection (b) shall survive the termination of this Agreement.

Designated Lenders. Any Lender (ieach, a “Designating Lender”) Subject may at any time while the Borrower has been assigned an Investment Grade Rating from either S&P or Xxxxx’x designate one Designated Lender to fund Bid Rate Loans on behalf of such Designating Lender subject to the terms of this subsection, and conditions set forth the provisions in this Section 12.1.2, any the immediately preceding subsections (b) and (d) shall not apply to such designation. No Lender may from time to time elect to designate an Eligible Designee to provide all or any part of the Loans to be made by such Lender pursuant to this Agreement; provided that the designation of an Eligible Designee by any Lender for purposes of this Section 12.1.2 shall be subject to the approval of the Agent (which consent shall not be unreasonably withheld or delayed)more than one Designated Lender. Upon the execution by the The parties to each such designation shall execute and deliver to the Agent for its acceptance a Designation Agreement. Upon such receipt of an agreement appropriately completed Designation Agreement executed by a Designating Lender and a designee representing that it is a Designated Lender, the Agent will accept such Designation Agreement and give prompt notice thereof to the Borrower, whereupon (i) the Borrower shall execute and deliver to the Designating Lender a Designated Lender Note payable to the order of the Designated Lender, (ii) from and after the effective date specified in the form of Exhibit F hereto (a “Designation Agreement”) and the acceptance thereof by the Agent, the Eligible Designee Designated Lender shall become a Designated Lender for purposes of party to this Agreement. The Designating Lender shall thereafter have the Agreement with a right to permit the Designated Lender to provide all or a portion make Bid Rate Loans on behalf of the Loans to be made by the its Designating Lender pursuant to Section 2.3. after the terms Borrower has accepted a Bid Rate Loan (or portion thereof) of the Designating Lender, and (iii) the Designated Lender shall not be required to make payments with respect to any obligations in this Agreement except to the extent of excess cash flow of such Designated Lender which is not otherwise required to repay obligations of such Designated Lender which are then due and payable; provided, however, that regardless of such designation and assumption by the Designated Lender, the Designating Lender shall be and remain obligated to the Borrower, the Agent and the making Lenders for each and every of such Loans or portion thereof shall satisfy the obligations of the Designating Lender and its related Designated Lender with respect to this Agreement, including, without limitation, any indemnification obligations under Section 12.7. and any sums otherwise payable to the same extent, and as if, such Loan was made Borrower by the Designating Designated Lender. As to any Loan made by it, each Designated Lender shall have all the rights a Lender making such Loan would have under this Agreement and otherwise; provided, (x) that all voting rights under this Agreement shall be exercised solely by the Designating Lender, (y) each Each Designating Lender shall remain solely responsible serve as the administrative agent of the Designated Lender and shall on behalf of, and to the other parties hereto exclusion of, the Designated Lender: (i) receive any and all payments made for its obligations under this Agreement, including the obligations benefit of a Lender in respect of Loans made by its the Designated Lender and (zii) no Designated Lender shall be entitled to reimbursement under Article III hereof for any amount which would exceed the amount that would have been payable by the Borrowers to the Lender from which the Designated Lender obtained any interests hereunder. No additional Notes shall be required with respect to Loans provided by a Designated Lender; provided, however, to the extent any Designated Lender shall advance funds, the Designating Lender shall be deemed to hold the Notes in its possession as an agent for such Designated Lender to the extent of the Loan funded by such Designated Lender. Such Designating Lender shall act as administrative agent for its Designated Lender and give and receive all communications and notices and communications take all actions hereunder, including, without limitation, votes, approvals, waivers, consents and amendments under or relating to this Agreement and the other Loan Documents. Any payments for the account of any Designated Lender such notice, communication, vote, approval, waiver, consent or amendment shall be paid to its signed by the Designating Lender as administrative agent for such the Designated Lender and neither shall not be signed by the Borrowers nor Designated Lender on its own behalf and shall be binding on the Designated Lender to the same extent as if signed by the Designated Lender on its own behalf. The Borrower, the Agent shall be responsible for and the Lenders may rely thereon without any Designating Lender’s application of such paymentsrequirement that the Designated Lender sign or acknowledge the same. In addition, any No Designated Lender may (1) with notice to, but without the consent of, the Borrowers assign or the Agent, assign transfer all or portions any portion of its interests in interest hereunder or under any Loans other Loan Document, other than assignments to its the Designating Lender or to any financial institution consented to by the Agent providing liquidity and/or credit facilities to or for the account of such Designated Lender and (2) subject to advising any such Person that such information is to be treated as confidential in accordance with Section 9.11, disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any guarantee, surety or credit or liquidity enhancement to which originally designated such Designated Lender. (ii) Each party to this Agreement . The Borrower, the Lenders and the Agent each hereby agrees that it shall will not institute against, against any Designated Lender or join any other Person in instituting against, against any Designated Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law for law, until the later to occur of (x) one year and a one day after the payment in full of all outstanding senior indebtedness of any the latest maturing commercial paper note issued by such Designated Lender. This Section 12.1.2 shall survive Lender and (y) the termination of this AgreementTermination Date.

Designated Lenders. (i) Subject to the terms and conditions set forth in this Section 12.1.2, any Lender may from time to time elect to designate an Eligible Designee to provide all or any part of the Loans to be made by such Lender pursuant to this Agreement; provided that the designation of an Eligible Designee by any Lender for purposes of this Section 12.1.2 shall be subject to the approval of the Agent (which consent shall not be unreasonably withheld or delayed). Upon the execution by the parties to each such designation of an agreement in the form of Exhibit F hereto (a “Designation Agreement”) and the acceptance thereof by the Agent, the Eligible Designee shall become a Designated Lender for purposes of this Agreement. The Designating Lender shall thereafter have the right to permit the Designated Lender to provide all or a portion of the Loans to be made by the Designating Lender pursuant to the terms of this Agreement and the making of such Loans or portion thereof shall satisfy the obligations of the Designating Lender to the same extent, and as if, such Loan was made by the Designating Lender. As to any Loan made by it, each Designated Lender shall have all the rights a Lender making such Loan would have under this Agreement and otherwise; provided, (x) that all voting rights under this Agreement shall be exercised solely by the Designating Lender, (y) each Designating Lender shall remain solely responsible to the other parties hereto for its obligations under this Agreement, including the obligations of a Lender in respect of Loans made by its Designated Lender and (z) no Designated Lender shall be entitled to reimbursement under Article III hereof for any amount which would exceed the amount that would have been payable by the Borrowers to the Lender from which the Designated Lender Xxxxxx obtained any interests hereunder. No additional Notes shall be required with respect to Loans provided by a Designated LenderXxxxxx; provided, however, to the extent any Designated Lender shall advance funds, the Designating Lender shall be deemed to hold the Notes in its possession as an agent for such Designated Lender to the extent of the Loan funded by such Designated Lender. Such Designating Lender shall act as administrative agent for its Designated Lender Xxxxxx and give and receive notices and communications hereunder. Any payments for the account of any Designated Lender shall be paid to its Designating Lender as administrative agent for such Designated Lender Xxxxxx and neither the Borrowers nor the Agent shall be responsible for any Designating LenderXxxxxx’s application of such payments. In addition, any Designated Lender may (1) with notice to, but without the consent of, the Borrowers or the Agent, assign all or portions of its interests in any Loans to its Designating Lender or to any financial institution consented to by the Agent providing liquidity and/or credit facilities to or for the account of such Designated Lender and (2) subject to advising any such Person that such information is to be treated as confidential in accordance with Section 9.11, disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any guarantee, surety or credit or liquidity enhancement to such Designated Lender. (ii) Each party to this Agreement hereby agrees that it shall not institute against, or join any other Person in instituting against, any Designated Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law for one year and a day after the payment in full of all outstanding senior indebtedness of any Designated Lender. This Section 12.1.2 shall survive the termination of this Agreement.

Designated Lenders. (i) Subject to the terms and conditions set forth in this Section 12.1.2, any Lender may from time to time elect to designate an Eligible Designee to provide all or any part of the Loans to be made by such Lender pursuant to this Agreement; provided that the designation of an Eligible Designee by any Lender for purposes of this Section 12.1.2 shall be subject to the approval of the Agent (which consent shall not be unreasonably withheld or delayed). Upon the execution by the parties to each such designation of an agreement in the form of Exhibit F hereto (a “"Designation Agreement”") and the acceptance thereof by the Agent, the Eligible Designee shall become a Designated Lender for purposes of this Agreement. The Designating Lender shall thereafter have the right to permit the Designated Lender to provide all or a portion of the Loans to be made by the Designating Lender pursuant to the terms of this Agreement and the making of such the Loans or portion thereof shall satisfy the obligations of the Designating Lender to the same extent, and as if, such Loan was made by the Designating Lender. As to any Loan made by it, each Designated Lender shall have all the rights a Lender making such Loan would have under this Agreement and otherwise; provided, (x) that all voting rights under this Agreement shall be exercised solely by the Designating Lender, (y) each Designating Lender shall remain solely responsible to the other parties hereto for its obligations under this Agreement, including the obligations of a Lender in respect of Loans made by its Designated Lender and (z) no Designated Lender shall be entitled to reimbursement under Article III hereof for any amount which would exceed the amount that would have been payable by the Borrowers Borrower to the Lender from which the Designated Lender obtained any interests hereunder. No additional Notes shall be required with respect to Loans provided by a Designated Lender; provided, however, to the extent any Designated Lender shall advance funds, the Designating Lender shall be deemed to hold the Notes in its possession as an agent for such Designated Lender to the extent of the Loan funded by such Designated Lender. Such Designating Lender shall act as administrative agent Agent for its Designated Lender and give and receive notices and communications hereunder. Any payments for the account of any Designated Lender shall be paid to its Designating Lender as administrative agent Agent for such Designated Lender and neither the Borrowers Borrower nor the Agent shall be responsible for any Designating Lender’s 's application of such payments. In addition, any Designated Lender may (1) with notice to, but without the consent of, of the Borrowers Borrower or the Agent, assign all or portions of its interests in any Loans to its Designating Lender or to any financial institution consented to by the Agent providing liquidity and/or credit facilities to or for the account of such Designated Lender and (2) subject to advising any such Person that such information is to be treated as confidential in accordance with Section 9.11, disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any guarantee, surety or credit or liquidity enhancement to such Designated Lender. (ii) Each party to this Agreement hereby agrees that it shall not institute against, or join any other Person in instituting against, any Designated Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law for one year and a day after the payment in full of all outstanding senior indebtedness of any Designated Lender; provided that the Designating Lender for each Designated Lender hereby agrees to indemnify, save and hold harmless each other party hereto for any loss, cost, damage and expense arising out of its inability to institute any such proceeding against such Designated Lender. This Section 12.1.2 shall survive the termination of this Agreement.

Designated Lenders. (ia) Subject to the terms and conditions set forth in provisions of this Section 12.1.2subsection (a), any Lender Bank may from at any time to time elect to designate an Eligible Designee Approved Fund to provide all or any part a portion of the Loans to be made by such Lender pursuant to this Agreement; provided that such designation shall not be effective unless the designation of an Eligible Designee by any Lender for purposes of this Section 12.1.2 shall be subject to Company and the approval of the Administrative Agent consent thereto (which consent consents shall not be unreasonably withheld or delayed). Upon the execution by the parties to each such designation of When a Lender and its Approved Fund shall have signed an agreement substantially in the form of Exhibit F K hereto (a “"Designation Agreement”") and the acceptance thereof by Company and the AgentAdministrative Agent shall have signed their respective consents thereto, the Eligible Designee such Approved Fund shall become a Designated Lender for purposes of this Agreement. The Designating Lender Bank shall thereafter have the right to permit the such Designated Lender to provide all or a portion of the Loans to be made by the such Designating Lender Bank pursuant to the terms of this Agreement Section 2.01 or 2.03, and the making of such Loans or portion thereof shall satisfy the obligations obligation of the Designating Lender Bank to the same extent, and as if, such Loan was Loans or portion thereof were made by the Designating LenderBank. As to any Loan Loans or portion thereof made by it, each Designated Lender shall have all the rights that a Lender Bank making such Loan Loans or portion thereof would have had under this Agreement and otherwise; provided, provided that (x) that all its voting rights under this Agreement shall be exercised solely by the its Designating Lender, Bank and (y) each its Designating Lender Bank shall remain solely responsible to the other parties hereto for its the performance of such Designated Lender's obligations under this Agreement, including the its obligations of a Lender in respect of the Loans or portion thereof made by its Designated Lender and (z) no Designated Lender shall it or to be entitled to reimbursement under Article III hereof for any amount which would exceed the amount that would have been payable made by the Borrowers to the Lender from which the Designated Lender obtained any interests hereunderit. No additional Notes Note shall be required with respect to evidence the Loans provided or portion thereof made by a Designated Lender; provided, however, to the extent any Designated Lender shall advance funds, and the Designating Lender Bank shall be deemed to hold the Notes in its possession Note as an agent for such its Designated Lender to the extent of the Loan Loans or portion thereof funded by such Designated Lender. Such Each Designating Lender Bank shall act as administrative agent for its Designated Lender and give and receive notices and other communications hereunderon its behalf. Any payments for the account of any Designated Lender shall be paid to its Designating Lender Bank as administrative agent for such Designated Lender and neither the Borrowers nor the Administrative Agent shall be responsible for any Designating Lender’s Bank's application of such payments. In addition, any Designated Lender may (1) with notice to, but without the consent of, the Borrowers or the Agent, assign all or portions of its interests in any Loans to its Designating Lender or to any financial institution consented to by the Agent providing liquidity and/or credit facilities to or for the account of such Designated Lender and (2) subject to advising any such Person that such information is to be treated as confidential in accordance with Section 9.11, disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any guarantee, surety or credit or liquidity enhancement to such Designated Lender. (ii) Each party to this Agreement hereby agrees that it shall not institute against, or join any other Person in instituting against, any Designated Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law for one year and a day after the payment in full of all outstanding senior indebtedness of any Designated Lender. This Section 12.1.2 shall survive the termination of this Agreement.such

Designated Lenders. (i) Subject to the terms and conditions set forth in this Section 12.1.2SECTION 13.1(B), any Lender may from time to time elect to designate an Eligible Designee to provide all or any part of the Loans to be made by such Lender pursuant to this Agreement; provided PROVIDED that the designation of an Eligible Designee by any Lender for purposes of this Section 12.1.2 SECTION 13.1(B) shall be subject to the approval of the Administrative Agent (which consent shall not be unreasonably withheld or delayed). Upon the execution by the parties to each such designation of an agreement in the form of Exhibit F EXHIBIT L hereto (a “Designation Agreement”"DESIGNATION AGREEMENT") and the acceptance thereof by the Administrative Agent, the Eligible Designee shall become a Designated Lender for 117 purposes of this Agreement. The Designating Lender shall thereafter have the right to permit the Designated Lender to provide all or a portion of the Loans to be made by the Designating Lender pursuant to the terms of this Agreement and the making of such the Loans or portion thereof shall satisfy the obligations of the Designating Lender to the same extent, and as if, such Loan was made by the Designating Lender. As to any Loan made by it, each Designated Lender shall have all the rights a Lender making such Loan would have under this Agreement and otherwise; providedPROVIDED, (x) that all voting rights under this Agreement shall be exercised solely by the Designating Lender, (y) each Designating Lender shall remain solely responsible to the other parties hereto for its obligations under this Agreement, including the obligations of a Lender in respect of Loans made by its Designated Lender and (z) no Designated Lender shall be entitled to reimbursement under Article III ARTICLE IV hereof for any amount which would exceed the amount that would have been payable by the Borrowers Borrower to the Lender from which the Designated Lender obtained any interests hereunder. No additional Notes promissory notes shall be required to be issued hereunder with respect to Loans provided by a Designated Lender; providedPROVIDED, howeverHOWEVER, to the extent any Designated Lender shall advance funds, the Designating Lender shall be deemed to hold the Notes promissory notes issued hereunder in its possession as an administrative agent for such Designated Lender to the extent of the Loan funded by such Designated Lender. Such Designating Lender shall act as an administrative agent for its Designated Lender and give and receive notices and communications hereunder. Any payments for the account of any Designated Lender shall be paid to its Designating Lender as administrative agent for such Designated Lender and neither the Borrowers Borrower nor the Administrative Agent shall be responsible for any Designating Lender’s 's application of such payments. In addition, any Designated Lender may (1) with notice to, but without the consent of, of the Borrowers Borrower or the Administrative Agent, assign all or portions of its interests in any Loans to its Designating Lender or to any financial institution consented to by the Administrative Agent providing liquidity and/or credit facilities to or for the account of such Designated Lender and (2) subject to advising any such Person that such information is to be treated as confidential in accordance with Section 9.11SECTION 13.4, disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial 118 paper dealer or provider of any guarantee, surety or credit or liquidity enhancement to such Designated Lender. (ii) Each party to this Agreement hereby agrees that it shall not institute against, or join any other Person in instituting against, any Designated Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law for one year and a day after the payment in full of all outstanding senior indebtedness of any Designated Lender; PROVIDED that the Designating Lender for each Designated Lender hereby agrees to indemnify, save and hold harmless each other party hereto for any loss, cost, damage and expense arising out of its inability to institute any such proceeding against such Designated Lender. This Section 12.1.2 SECTION 13.1(B) shall survive the termination of this Agreement.

Designated Lenders. Any Lender (ieach, a "Designating Lender") Subject may at any time while the Borrower or the Parent, as the case may be, has been assigned an Investment Grade Rating from either S&P or Moody's designate one Designated Lender to fund Bid Rate Loans on xxxxxx of such Designating Lender subject to the terms of this subsection (d) and conditions set forth the provisions in this Section 12.1.2, any the immediately preceding subsections (b) and (c) shall not apply to such designation. No Lender may from time to time elect to designate an Eligible Designee to provide all or any part of the Loans to be made by such Lender pursuant to this Agreement; provided that the designation of an Eligible Designee by any Lender for purposes of this Section 12.1.2 shall be subject to the approval of the Agent (which consent shall not be unreasonably withheld or delayed)more than one Designated Lender. Upon the execution by the The parties to each such designation shall execute and deliver to the Agent for its acceptance a Designation Agreement. Upon such receipt of an agreement appropriately completed Designation Agreement executed by a Designating Lender and a designee representing that it is a Designated Lender, the Agent will accept such Designation Agreement and give prompt notice thereof to the Borrower, whereupon, (i) the Borrower shall execute and deliver to the Designating Lender a Designated Lender Note payable to the order of the Designated Lender, (ii) from and after the effective date specified in the form of Exhibit F hereto (a “Designation Agreement”) and the acceptance thereof by the Agent, the Eligible Designee Designated Lender shall become a Designated Lender for purposes of party to this Agreement. The Designating Lender shall thereafter have the Agreement with a right to permit the Designated Lender to provide all or a portion make Bid Rate Loans on behalf of the Loans to be made by the its Designating Lender pursuant to Section 2.2. after the terms Borrower has accepted a Bid Rate Loan (or portion thereof) of the Designating Lender, and (iii) the Designated Lender shall not be required to make payments with respect to any obligations in this Agreement except to the extent of excess cash flow of such Designated Lender which is not otherwise required to repay obligations of such Designated Lender which are then due and payable; provided, however, that regardless of such designation and assumption by the Designated Lender, the Designating Lender shall be and remain obligated to the Borrower, the Agent and the making Lenders for each and every of such Loans or portion thereof shall satisfy the obligations of the Designating Lender and its related Designated Lender with respect to this Agreement, including, without limitation, any indemnification obligations under Section 12.5. and any sums otherwise payable to the same extent, and as if, such Loan was made Borrower by the Designating Designated Lender. As to any Loan made by it, each Designated Lender shall have all the rights a Lender making such Loan would have under this Agreement and otherwise; provided, (x) that all voting rights under this Agreement shall be exercised solely by the Designating Lender, (y) each Each Designating Lender shall remain solely responsible serve as the Agent of the Designated Lender and shall on behalf of, and to the other parties hereto exclusion of, the Designated Lender: (i) receive any and all payments made for its obligations under this Agreement, including the obligations benefit of a Lender in respect of Loans made by its the Designated Lender and (zii) no Designated Lender give and receive all communications and notices and take all actions hereunder, including, without limitation, votes, approvals, waivers, consents and amendments under or relating to this Agreement and the other Loan Documents. Any such notice, communication, vote, approval, waiver, consent or amendment shall be entitled to reimbursement under Article III hereof for any amount which would exceed the amount that would have been payable signed by the Borrowers to the Designating Lender from which as Agent for the Designated Lender obtained any interests hereunder. No additional Notes and shall not be signed by the Designated Lender on its own behalf and shall be required with respect to Loans provided by a Designated Lender; provided, however, to binding on the extent any Designated Lender shall advance funds, the Designating Lender shall be deemed to hold the Notes in its possession as an agent for such Designated Lender to the same extent as if signed by the Designated Lender on its own behalf. The Borrower, the Agent and the Lenders may rely thereon without any requirement that the Designated Lender sign or acknowledge the same. No Designated Lender may assign or transfer all or any portion of its interest hereunder or under any other Loan Document, other than assignments to the Loan funded by Designating Lender which originally designated such Designated Lender. Such Designating Lender shall act as administrative agent for its Designated Lender The Borrower, the Lenders and give and receive notices and communications hereunder. Any payments for the account of any Designated Lender shall be paid to its Designating Lender as administrative agent for such Designated Lender and neither the Borrowers nor the Agent shall be responsible for any Designating Lender’s application of such payments. In addition, any Designated Lender may (1) with notice to, but without the consent of, the Borrowers or the Agent, assign all or portions of its interests in any Loans to its Designating Lender or to any financial institution consented to by the Agent providing liquidity and/or credit facilities to or for the account of such Designated Lender and (2) subject to advising any such Person that such information is to be treated as confidential in accordance with Section 9.11, disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any guarantee, surety or credit or liquidity enhancement to such Designated Lender. (ii) Each party to this Agreement each hereby agrees that it shall will not institute against, against any Designated Lender or join any other Person in instituting against, against any Designated Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law for law, until the later to occur of (x) one year and a one day after the payment in full of all outstanding senior indebtedness the latest maturing commercial paper note issued by such Designated Lender and (y) the Termination Date. In connection with any such designation the Designating Lender shall pay to the Agent an administrative fee for processing such designation in the amount of any Designated Lender. This Section 12.1.2 shall survive the termination of this Agreement$2,000.

Designated Lenders. (ia) Subject to the terms and conditions set forth in provisions of this Section 12.1.29.05(a), any Lender may from time to time elect to designate an Eligible Designee to provide all or any part a portion of the Loans to be made by such Lender pursuant to this Agreement; provided that the such designation of an Eligible Designee by any Lender for purposes of this Section 12.1.2 shall be subject to the approval of the Agent (which consent shall not be unreasonably withheld or delayed)effective unless the Borrower and the Administrative Agent consent thereto. Upon the execution by the parties to each such designation of When a Lender and its Eligible Designee shall have signed an agreement substantially in the form of Exhibit F H hereto (a “Designation Agreement”) and the acceptance thereof by Borrower and the AgentAdministrative Agent shall have signed their respective consents thereto, the such Eligible Designee shall become a Designated Lender for purposes of this Agreement. The Designating Lender shall thereafter have the right to permit the such Designated Lender to provide all or a portion of the Loans loans to be made by the such Designating Lender pursuant to the terms of this Agreement Section 2.01 and the making of such Loans or portion portions thereof shall satisfy the obligations obligation of the Designating Lender to the same extent, and as if, such Loan was Loans or portion thereof were made by the Designating Lender. As to any Loan Loans or portion thereof made by it, each Designated Lender shall have all the rights that a Lender making such Loan Loans or portion thereof would have had under this Agreement and otherwise; provided, provided that (x) that all its voting rights under this Agreement shall be exercised solely by the its Designating Lender, Lender and (y) each its Designating Lender shall remain solely responsible to the other parties hereto for the performance of its obligations under this Agreement, including the its obligations of a Lender in respect of the Loans or portion thereof made by its Designated Lender and (z) no Designated Lender shall be entitled to reimbursement under Article III hereof for any amount which would exceed the amount that would have been payable by the Borrowers to the Lender from which the Designated Lender obtained any interests hereunderit. No additional Notes promissory note shall be required with respect to evidence Loans provided or portions thereof made by a Designated Lender; provided, however, to the extent any Designated Lender shall advance funds, and the Designating Lender shall be deemed to hold the Notes in its possession any promissory note issued pursuant to Section 2.09(e) as an agent for such its Designated Lender to the extent of the Loan Loans or portion thereof funded by such Designated Lender. Such Each Designating Lender shall act as administrative agent for its Designated Lender and give and receive notices and other communications hereunderon its behalf. Any payments for the account of any Designated Lender shall be paid to its Designating Lender as administrative agent for such Designated Lender and neither the Borrowers Borrower nor the Administrative Agent shall be responsible for any Designating Lender’s application of such payments. In addition, any Designated Lender may (1i) with notice to, but without the prior written consent of, the Borrowers Borrower or the Administrative Agent, assign all or portions of its interests interest in any Loans to its Designating Lender or to any financial institution institutions consented to by the Borrower and the Administrative Agent providing liquidity and/or credit facilities to or for the account of such Designated Lender to support the funding of Loans or portions thereof made by such Designated Lender and (2ii) subject to advising any such Person that such information is to be treated as confidential in accordance with Section 9.11, disclose on a confidential basis any non-public information relating to its Loans or portions thereof to any rating agency, commercial paper dealer or provider of any guarantee, surety or surety, credit or liquidity enhancement to such Designated Lender. (iib) Each party to this Agreement hereby agrees that it shall will not institute against, or join any other Person in instituting against, any Designated Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings proceeding under any federal or state bankruptcy or similar law law, for one year and a day after the payment in full of all outstanding senior indebtedness of such Designated Lender is paid in full. The Designating Lender for each Designated Lender agrees to indemnify, save, and hold harmless each other party hereto for any loss, cost, damage and expense arising out of its inability to institute any such proceeding against such Designated Lender. This Section 12.1.2 9.05(b) shall survive the termination of this Agreement.

Designated Lenders. (i) Subject to the terms and conditions set forth in this Section 12.1.2, any Lender may from time to time elect to designate an Eligible Designee to provide all or any part of the Loans to be made by such Lender pursuant to this Agreement; provided that the designation of an Eligible Designee by any Lender for purposes of this Section 12.1.2 shall be subject to the approval of the Agent (which consent shall not be unreasonably withheld or delayed). Upon the execution by the parties to each such designation of an agreement in the form of Exhibit F hereto (a “"Designation Agreement”") and the acceptance thereof by the Agent, the Eligible Designee shall become a Designated Lender for purposes of this Agreement. The Designating Lender shall thereafter have the right to permit the Designated Lender to provide all or a portion of the Loans to be made by the Designating Lender pursuant to the terms of this Agreement and the making of such the Loans or portion thereof shall satisfy the obligations of the Designating Lender to the same extent, and as if, such Loan was made by the Designating Lender. As to any Loan made by it, each Designated Lender shall have all the rights a Lender making such Loan would have under this Agreement and otherwise; provided, (x) that all voting rights under this Agreement shall be exercised solely by the Designating Lender, (y) each Designating Lender shall remain solely responsible to the other parties hereto for its obligations under this Agreement, including the obligations of a Lender in respect of Loans made by its Designated Lender and (z) no Designated Lender shall be entitled to reimbursement under Article III hereof for any amount which would exceed the amount that would have been payable by the Borrowers Borrower to the Lender from which the Designated Lender obtained any interests hereunder. No additional Notes shall be required with respect to Loans provided by a Designated Lender; provided, however, to the extent any Designated Lender shall advance funds, the Designating Lender shall be deemed to hold the Notes in its possession as an agent for such Designated Lender to the extent of the Loan funded by such Designated Lender. Such Designating Lender shall act as administrative agent for its Designated Lender and give and receive notices and communications hereunder. Any payments for the account of any Designated Lender shall be paid to its Designating Lender as administrative agent for such Designated Lender and neither the Borrowers Borrower nor the Agent shall be responsible for any Designating Lender’s 's application of such payments. In addition, any Designated Lender may (1) with notice to, but without the consent of, of the Borrowers Borrower or the Agent, assign all or portions of its interests in any Loans to its Designating Lender or to any financial institution consented to by the Agent providing liquidity and/or credit facilities to or for the account of such Designated Lender and (2) subject to advising any such Person that such information is to be treated as confidential in accordance with Section 9.11, disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any guarantee, surety or credit or liquidity enhancement to such Designated Lender. (ii) Each party to this Agreement hereby agrees that it shall not institute against, or join any other Person in instituting against, any Designated Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law for one year and a day after the payment in full of all outstanding senior indebtedness of any Designated Lender; provided that the Designating Lender for each Designated Lender hereby agrees to indemnify, save and hold harmless each other party hereto for any loss, cost, damage and expense arising out of its inability to institute any such proceeding against such Designated Lender. This Section 12.1.2 shall survive the termination of this Agreement.. 57

Designated Lenders. (ia) Subject With the written consent of the Administrative Agent (which will not be unreasonably withheld), a Lender (the “designating Lender”) may designate one of its Affiliates or another Lender or an Affiliate thereof (the “designated Lender”) for the purposes of making available its Commitment in respect of Tranche B. Upon its acceptance of the designation and as long as such designation has not been terminated, the designated Lender (if not already a Lender) will be deemed to be a Lender for all purposes of the Credit Documents, with a Commitment (or an additional Commitment if it is already a Lender) corresponding to the terms and conditions set forth in this Section 12.1.2, any Lender may from time to time elect to designate an Eligible Designee to provide all or any part portion of the Loans applicable Tranche to be made by such Lender pursuant available to this Agreement; provided that it and with the designation of an Eligible Designee by any Lender for purposes of this Section 12.1.2 shall be subject to designating Lender’s Commitment under the approval of the Agent (which consent shall not be unreasonably withheld or delayed)Facility being reduced accordingly. Upon the execution by the parties to each No such designation of an agreement in the form of Exhibit F hereto (a “Designation Agreement”) and the acceptance thereof by the Agent, the Eligible Designee shall become a Designated Lender for purposes of this Agreement. The Designating Lender shall thereafter have the right to permit the Designated Lender to provide all or a portion of the Loans to be made by the Designating Lender pursuant to the terms of this Agreement and the making of such Loans or portion thereof shall satisfy will reduce the obligations of the Designating designating Lender under Tranche A, including as a result of an increase in its Commitment due to a reallocation made pursuant to Section 2.2. (b) A designating Lender may not make an assignment of its Commitment under the Facility without terminating the designation prior to making the assignment. For greater certainty, the assignee may also avail itself of the provisions of Section 20.5(a). A designated Lender may not make an assignment in respect of the Tranche which is the subject of the designation. Any termination of a designation will result in the outstanding Borrowings owing to the same extent, and as if, such Loan was made by the Designating Lender. As to any Loan made by it, each Designated Lender shall have all the rights a Lender making such Loan would have under this Agreement and otherwise; provided, (x) that all voting rights under this Agreement shall be exercised solely by the Designating Lender, (y) each Designating Lender shall remain solely responsible to the other parties hereto for its obligations under this Agreement, including the obligations of a designated Lender in respect of Loans the Tranche which was the subject of the designation being automatically assigned to its designating Lender (notwithstanding anything to the contrary in Section 20.4 but subject to Section 20.4(f)), with the designating Lender being obligated to pay to the designated Lender the price of the assignment in accordance with their agreement relating to the designation. (c) Each of Fédération des caisses Dxxxxxxxxx du Québec and The Toronto-Dominion Bank designates as its designated Lender its Affiliate specified below its name on the signature pages of this Agreement for the purposes of making available its Commitment in respect of Tranche B. Each such designated Lender hereby accepts the designation made by its Designated Lender and (z) no Designated Lender shall be entitled to reimbursement under Article III hereof for any amount which would exceed the amount that would have been payable by the Borrowers to the Lender from which the Designated Lender obtained any interests hereunder. No additional Notes shall be required with respect to Loans provided by a Designated Lender; provided, however, to the extent any Designated Lender shall advance funds, the Designating Lender shall be deemed to hold the Notes in its possession as an agent for such Designated Lender to the extent of the Loan funded by such Designated Lender. Such Designating Lender shall act as administrative agent for its Designated Lender and give and receive notices and communications hereunder. Any payments for the account of any Designated Lender shall be paid to its Designating Lender as administrative agent for such Designated Lender and neither the Borrowers nor the Agent shall be responsible for any Designating Lender’s application of such payments. In addition, any Designated Lender may (1) with notice to, but without the consent of, the Borrowers or the Agent, assign all or portions of its interests in any Loans to its Designating Lender or to any financial institution consented to by the Agent providing liquidity and/or credit facilities to or for the account of such Designated Lender and (2) subject to advising any such Person that such information is to be treated as confidential in accordance with Section 9.11, disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any guarantee, surety or credit or liquidity enhancement to such Designated designating Lender. (iid) Each party Sections 20.4(c) and 20.4(f) will apply to this Agreement hereby agrees that it shall not institute against, or join any other Person in instituting against, any Designated designation of a designated Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law for one year and a day made after the payment in full of all outstanding senior indebtedness of any Designated Lender. This Section 12.1.2 shall survive the termination date of this Agreement, as if the designation were an assignment and the designated Lender were an assignee.

Designated Lenders. Any Revolving Lender (ieach, a “Designating Lender”) Subject may at any time while the Trust has been assigned an Investment Grade Rating from at least two of the Rating Agencies designate one Designated Lender to fund Bid Rate Loans on behalf of such Designating Lender subject to the terms of this subsection, and conditions set forth the provisions in this Section 12.1.2, any the immediately preceding subsections (b) and (d) shall not apply to such designation. No Lender may from time to time elect to designate an Eligible Designee to provide all or any part of the Loans to be made by such Lender pursuant to this Agreement; provided that the designation of an Eligible Designee by any Lender for purposes of this Section 12.1.2 shall be subject to the approval of the Agent (which consent shall not be unreasonably withheld or delayed)more than one Designated Lender. Upon the execution by the The parties to each such designation shall execute and deliver to the Agent for its acceptance a Designation Agreement. Upon such receipt of an agreement appropriately completed Designation Agreement executed by a Designating Lender and a designee representing that it is a Designated Lender, the Agent will accept such Designation Agreement and give prompt notice thereof to the Borrower Representative, whereupon (i) the Borrowers shall execute and deliver to the Designating Lender a Bid Rate Note payable to the Designated Lender, (ii) from and after the effective date specified in the form of Exhibit F hereto (a “Designation Agreement”) and the acceptance thereof by the Agent, the Eligible Designee Designated Lender shall become a Designated Lender for purposes of party to this Agreement. The Designating Lender shall thereafter have the Agreement with a right to permit the Designated Lender to provide all or a portion make Bid Rate Loans on behalf of the Loans to be made by the its Designating Lender pursuant to Section 2.3. after the terms Borrowers have accepted a Bid Rate Loan (or portion thereof) of the Designating Lender, and (iii) the Designated Lender shall not be required to make payments with respect to any obligations in this Agreement except to the extent of excess cash flow of such Designated Lender which is not otherwise required to repay obligations of such Designated Lender which are then due and payable; provided, however, that regardless of such designation and assumption by the Designated Lender, the Designating Lender shall be and remain obligated to the Borrowers, the Agent and the making Lenders for each and every of such Loans or portion thereof shall satisfy the obligations of the Designating Lender and its related Designated Lender with respect to this Agreement, including, without limitation, any indemnification obligations under Section 11.7. and any sums otherwise payable to the same extent, and as if, such Loan was made Borrowers by the Designating Designated Lender. As to any Loan made by it, each Designated Lender shall have all the rights a Lender making such Loan would have under this Agreement and otherwise; provided, (x) that all voting rights under this Agreement shall be exercised solely by the Designating Lender, (y) each Each Designating Lender shall remain solely responsible serve as the agent of the Designated Lender and shall on behalf of, and to the other parties hereto exclusion of, the Designated Lender: (i) receive any and all payments made for its obligations under this Agreement, including the obligations benefit of a Lender in respect of Loans made by its the Designated Lender and (zii) no Designated Lender give and receive all communications and notices and take all actions hereunder, including, without limitation, votes, approvals, waivers, consents and amendments under or relating to this Agreement and the other Loan Documents. Any such notice, communication, vote, approval, waiver, consent or amendment shall be entitled to reimbursement under Article III hereof for any amount which would exceed the amount that would have been payable signed by the Borrowers to the Designating Lender from which as agent for the Designated Lender obtained any interests hereunder. No additional Notes and shall not be signed by the Designated Lender on its own behalf and shall be required with respect to Loans provided by a Designated Lender; provided, however, to binding on the extent any Designated Lender shall advance funds, the Designating Lender shall be deemed to hold the Notes in its possession as an agent for such Designated Lender to the same extent as if signed by the Designated Lender on its own behalf. The Borrowers, the Agent and the Lenders may rely thereon without any requirement that the Designated Lender sign or acknowledge the same. No Designated Lender may assign or transfer all or any portion of its interest hereunder or under any other Loan Document, other than assignments to the Loan funded by Designating Lender which originally designated such Designated Lender. Such Designating Lender shall act as administrative agent for its Designated Lender The Borrowers, the Lenders and give and receive notices and communications hereunder. Any payments for the account of any Designated Lender shall be paid to its Designating Lender as administrative agent for such Designated Lender and neither the Borrowers nor the Agent shall be responsible for any Designating Lender’s application of such payments. In addition, any Designated Lender may (1) with notice to, but without the consent of, the Borrowers or the Agent, assign all or portions of its interests in any Loans to its Designating Lender or to any financial institution consented to by the Agent providing liquidity and/or credit facilities to or for the account of such Designated Lender and (2) subject to advising any such Person that such information is to be treated as confidential in accordance with Section 9.11, disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any guarantee, surety or credit or liquidity enhancement to such Designated Lender. (ii) Each party to this Agreement each hereby agrees that it shall will not institute against, against any Designated Lender or join any other Person in instituting against, against any Designated Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law for law, until the later to occur of (x) one year and a one day after the payment in full of all outstanding senior indebtedness the latest maturing commercial paper note issued by such Designated Lender and (y) the Revolving Termination Date. In connection with any such designation, the Designating Lender shall pay to the Agent an administrative fee for processing such designation in the amount of any Designated Lender. This Section 12.1.2 shall survive the termination of this Agreement$4,500.

Designated Lenders. (ia) Subject to the terms and conditions set forth in provisions of this Section 12.1.2subsection (a), any Lender Bank may from at any time to time elect to designate an Eligible Designee to provide all or any part a portion of the Loans to be made by such Lender Bank pursuant to this Agreement; provided that such designation shall not be effective unless the designation of an Eligible Designee by any Lender for purposes of this Section 12.1.2 shall be subject to the approval of Company and the Agent consent thereto (which consent consents shall not be unreasonably withheld or delayedwithheld). Upon the execution by the parties to each such designation of When a Bank and its Eligible Designee shall have signed an agreement substantially in the form of Exhibit F K hereto (a “Designation Agreement”"DESIGNATION AGREEMENT") and the acceptance thereof by Company and the AgentAgent shall have signed their respective consents thereto, the such Eligible Designee shall become a Designated Lender for purposes of this Agreement. The Designating Lender Bank shall thereafter have the right to permit the such Designated Lender to provide all or a portion of the Loans to be made by the such Designating Lender Bank pursuant to the terms of this Agreement Section 2.01 or 2.03, and the making of such Loans or portion thereof shall satisfy the obligations obligation of the Designating Lender Bank to the same extent, and as if, such Loan was Loans or portion thereof were made by the Designating LenderBank. As to any Loan Loans or portion thereof made by it, each Designated Lender shall have all the rights that a Lender Bank making such Loan Loans or portion thereof would have had under this Agreement and otherwise; provided, provided that (x) that all its voting rights under this Agreement shall be exercised solely by the its Designating Lender, Bank and (y) each its Designating Lender Bank shall remain solely responsible to the other parties hereto for its the performance of such Designated Lender's obligations under this Agreement, including the its obligations of a Lender in respect of the Loans or portion thereof made by its Designated Lender and (z) no Designated Lender shall be entitled to reimbursement under Article III hereof for any amount which would exceed the amount that would have been payable by the Borrowers to the Lender from which the Designated Lender obtained any interests hereunderit. No additional Notes Note shall be required with respect to evidence the Loans provided or portion thereof made by a Designated Lender; provided, however, to the extent any Designated Lender shall advance funds, and the Designating Lender Bank shall be deemed to hold the Notes in its possession Note as an agent for such its Designated Lender to the extent of the Loan Loans or portion thereof funded by such Designated Lender. Such Each Designating Lender Bank shall act as administrative agent for its Designated Lender and give and receive notices and other communications hereunderon its behalf. Any payments for the account of any Designated Lender shall be paid to its Designating Lender Bank as administrative agent for such Designated Lender and neither the Borrowers Company nor the Agent shall be responsible for any Designating Lender’s Bank's application of such payments. In addition, any Designated Lender may (1) may, with notice to, to (but without the prior written consent of, ) the Borrowers or Company and the Agent, (i) assign all or portions of its interests interest in any Loans to its Designating Lender Bank or to any financial institution institutions consented to by the Company and the Agent providing that provide liquidity and/or credit facilities to or for the account of such Designated Lender to support the funding of Loans or portions thereof made by it and (2ii) subject to advising any such Person that such information is to be treated as confidential in accordance with Section 9.11, disclose on a confidential basis any non-public information relating to its Loans or portions thereof to any rating agency, commercial paper dealer or provider of any guarantee, surety or surety, credit or liquidity enhancement to such Designated Lender. (iib) Each party to this Agreement hereby agrees that it shall will not institute against, or join any other Person person in instituting against, any Designated Lender any bankruptcy, reorganizationinsolvency, arrangement, insolvency or liquidation proceeding reorganization or other proceedings similar proceeding under any federal or state bankruptcy or similar law law, for one year and a day after the payment in full of all outstanding senior indebtedness of such Designated Lender is paid in full. The Designating Bank for each Designated Lender agrees to indemnify, save, and hold harmless each other party hereto for any loss, cost, damage and expense arising out of its inability to institute any such proceeding against such Designated Lender. This Section 12.1.2 subsection (b) shall survive the termination of this Agreement.