Common use of Designation Clause in Contracts

Designation. (i) Notwithstanding anything to the contrary contained herein, any Lender (a "Designating Lender") may grant to one or more special purpose funding vehicles (each, an "SPV"), identified as such in writing from time to time by the Designating Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part of any Loan that such Designating Lender would otherwise be obligated to make to the Borrower pursuant to this Credit Agreement; provided that (I) nothing herein shall constitute a commitment by any SPV to make any Loan, (II) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Designating Lender shall be obligated to make such Loan pursuant to the terms hereof, (III) the Designating Lender shall remain liable for any indemnity or other payment obligation with respect to its Commitment hereunder and (IV) each such SPV would satisfy the requirements of Section 3.10 if such SPV was a Lender hereunder. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Designating Lender to the same extent, and as if, such Loan were made by such Designating Lender. (ii) As to any Loans or portion thereof made by it, each SPV shall have all the rights that a Lender making such Loans or portion thereof would have had under this Credit Agreement; provided, however that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Credit Agreement. No additional Note shall be required to evidence the Loans or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note as agent for such SPV to the extent of the Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV. (iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Designating Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding prior indebtedness of any SPV, it will not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States or any State thereof. (iv) In addition, notwithstanding anything to the contrary contained in this Section 10.3 or otherwise in this Credit Agreement, any SPV may (I) at any time and without paying any processing fee therefor, assign or participate all or a portion of its interest in any Loans to the Designating Lender (or to any other SPV of such Designating Lender) or to any financial institutions providing liquidity and/or credit support to or for the account of such SPV to support the funding or maintenance of Loans and (II) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPV. This Section 10.3 may not be amended without the written consent of any Designating Lender affected thereby.

Designation. The Company may from time to time, subject to any limitations contained in the Credit Agreement, any then existing Designated Senior Obligations Governing Documents and the Note Indenture, designate additional obligations that are, or are to be, secured by Liens on any assets or properties of the Company or any subsidiaries of the Company as Designated Senior Obligations by delivering to each Collateral Agent a notice: (i) Notwithstanding anything to describing the contrary contained hereinobligations being designated as Designated Senior Obligations, any Lender (and including a "Designating Lender") may grant to one or more special purpose funding vehicles (each, an "SPV"), identified as such in writing from time to time by statement of the Designating Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part of any Loan that such Designating Lender would otherwise be obligated to make to the Borrower pursuant to this Credit Agreement; provided that (I) nothing herein shall constitute a commitment by any SPV to make any Loan, (II) if an SPV elects not to exercise such option or otherwise fails to provide all or any part maximum aggregate outstanding principal amount of such Loan, the Designating Lender shall be obligated to make such Loan pursuant to the terms hereof, (III) the Designating Lender shall remain liable for any indemnity or other payment obligation with respect to its Commitment hereunder and (IV) each such SPV would satisfy the requirements of Section 3.10 if such SPV was a Lender hereunder. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Designating Lender to the same extent, and as if, such Loan were made by such Designating Lender.obligations; (ii) As to any Loans listing the Designated Senior Obligations Governing Documents under which such Designated Senior Obligations are issued or portion thereof made by itincurred and the Designated Senior Obligations Security Documents securing such Designated Senior Obligations, each SPV shall have all the rights that a Lender making such Loans or portion thereof would have had under this Credit Agreement; provided, however that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documents) and to exercise on such SPV's behalf, all attaching copies of such SPV's voting rights under this Credit Agreement. No additional Note shall be required to evidence the Loans or portion thereof made by an SPV; Designated Senior Obligations Governing Documents and the related Designating Lender shall be deemed to hold its Note as agent for such SPV to the extent of the Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV.Designated Senior Obligations Security Documents; (iii) identifying the Designated Senior Obligations Collateral Agent with respect to such Designated Senior Obligations, and any other Representative of the holders of such Designated Senior Obligations; (iv) certifying that the incurrence of such Designated Senior Obligations, the creation of the Liens securing such Designated Senior Obligations and the designation of such Designated Senior Obligations as Designated Senior Obligations hereunder do not violate or result in a default under any provision of any Credit Agreement, any then existing Designated Senior Obligations Governing Document or the Note Indenture; (v) certifying that the Designated Senior Obligations Governing Document governing such Designated Senior Obligations contains provisions under which the related Designated Senior Obligations Secured Parties agree, or are deemed to agree, to be bound by the provisions of this Agreement; and (vi) attaching a fully executed Accession Agreement under which the Designated Senior Obligations Collateral Agent with respect to such Designated Senior Obligations shall become a party to and a Collateral Agent under this Agreement (unless such Designated Senior Obligations Collateral Agent shall already be a party hereto). Upon the delivery of such notice and the related attachments as provided above, the obligations designated in such notice shall become Designated Senior Obligations for all purposes of this Agreement. Notwithstanding any other provision contained in this Section or elsewhere in this Agreement, no obligation shall constitute a Designated Senior Obligation if the incurrence of such obligation, the creation of the Liens securing such obligation or the designation of such obligation as a Designated Senior Obligation hereunder would violate or result in a default under any provision of any Credit Agreement, any existing Designated Senior Obligations Governing Document or the Note Indenture. Each party hereto hereby Senior Collateral Agent agrees that no SPV if it shall at any time hold a Senior Lien on any Junior Obligations Collateral that can be liable for perfected by the possession or control of such Collateral or of any indemnity or payment under this Credit Agreement for account in which a Lender would otherwise be liable for so long assuch Collateral is held, and if such Collateral or any such account is in fact in the possession or under the control of such Senior Collateral Agent, such Senior Collateral Agent will serve as sub-agent for each Junior Collateral Agent for the sole purpose of perfecting the Junior Lien of such Junior Collateral Agent in such Collateral. It is agreed that the obligations of the applicable Senior Collateral Agent and the rights of the Junior Collateral Agents and the other Junior Secured Parties in connection with any such sub-agency arrangement will be in all respects subject to the provisions of Article II. The Senior Collateral Agent will be deemed to make no representation as to the adequacy of the steps taken by it to perfect the Junior Lien on any such Collateral and shall have no responsibility to any Junior Collateral Agent or other Junior Secured Party for such perfection, it being understood that the sole purpose of this Article is to enable the Junior Secured Parties to obtain a perfected Junior Lien in such Collateral to the extent, if any, that such perfection results from the Designating Lender provides possession or control of such indemnity Collateral or makes any such paymentaccount by the Senior Collateral Agent. In furtherance Upon the Discharge of Senior Obligations with respect to Senior Obligations secured by the foregoingSenior Lien of any Senior Collateral Agent, each party hereto hereby agrees (which agreement such Senior Collateral Agent shall survive take all such actions in its power as shall reasonably be requested by the termination Junior Collateral Agent to transfer possession or control of this Credit Agreement) that, prior such Collateral or any such account to the date Junior Collateral Agent; provided, that is one year and one day after if any such Collateral or any such account shall be subject to any other Senior Lien, then such Senior Collateral Agent shall instead transfer such possession or control of such Collateral or such account to the payment in full of all outstanding prior indebtedness Senior Collateral Agent holding such Senior Lien. The Junior Collateral Agent agrees that if it shall obtain possession or control of any SPVCollateral or any account pursuant to the foregoing provisions and such Collateral or account shall thereafter become subject to any Senior Lien, it will not institute against, take all such actions in its power as shall reasonably be requested by the Senior Collateral Agent holding such Senior Lien to transfer possession or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States or any State thereof. (iv) In addition, notwithstanding anything to the contrary contained in this Section 10.3 or otherwise in this Credit Agreement, any SPV may (I) at any time and without paying any processing fee therefor, assign or participate all or a portion of its interest in any Loans to the Designating Lender (or to any other SPV control of such Designating Lender) Collateral or to any financial institutions providing liquidity and/or credit support to or for the such account of such SPV to support the funding or maintenance of Loans and (II) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPV. This Section 10.3 may not be amended without the written consent of any Designating Lender affected therebySenior Collateral Agent.

Designation. The Parent may at any time, and from time to time, upon not less than 15 Business Days’ notice in the case of any Subsidiary so designated after the date hereof, notify the Administrative Agent (iwho shall promptly notify the Lenders) Notwithstanding anything that the Parent intends to designate a Subsidiary as a “Designated Subsidiary” for purposes of this Agreement. On or after the date that is 15 Business Days after such notice, upon delivery to the contrary contained hereinAdministrative Agent and each Lender of a Designation Letter duly executed by the Parent and the respective Subsidiary and substantially in the form of Exhibit E hereto, such Subsidiary shall thereupon become a “Designated Subsidiary” for purposes of this Agreement and, as such, shall have all of the rights and obligations of a Borrower hereunder. The Administrative Agent shall promptly notify each Lender of the Parent’s notice of such pending designation by the Parent and the identity of the respective Subsidiary. Following the giving of any notice pursuant to this Section 16.3(a), if the designation of such Designated Subsidiary obligates the Administrative Agent or any Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Parent shall, promptly upon the request of the Administrative Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry out and be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under all applicable laws and regulations. If the Parent shall designate as a Designated Subsidiary hereunder any Subsidiary not organized under the laws of the United States, any State thereof or the United Kingdom and Wales, any Lender (a "Designating Lender") may grant to one or more special purpose funding vehicles (eachmay, an "SPV"), identified as such in writing from time to time by the Designating Lender with notice to the Administrative Agent and the Parent, fulfill its Commitment by causing an Affiliate of such Lender to act as the Lender in respect of such Designated Subsidiary. As soon as practicable after receiving notice from the Parent or the Administrative Agent of the Parent’s intent to designate a Subsidiary as a Designated Borrower, and in any event no later than ten Business Days after the option to provide to the Borrower all or any part of any Loan that such Designating Lender would otherwise be obligated to make to the Borrower pursuant to this Credit Agreement; provided that (I) nothing herein shall constitute a commitment by any SPV to make any Loan, (II) if an SPV elects not to exercise such option or otherwise fails to provide all or any part delivery of such Loannotice, the Designating Lender shall be obligated to make such Loan pursuant to the terms hereof, (III) the Designating Lender shall remain liable for any indemnity or other payment obligation with respect to its Commitment hereunder and (IV) each such SPV would satisfy the requirements of Section 3.10 if such SPV was a Lender hereunder. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Designating Lender to the same extent, and as if, such Loan were made by such Designating Lender. (ii) As to any Loans or portion thereof made by it, each SPV shall have all the rights that a Lender making such Loans or portion thereof would have had under this Credit Agreement; provided, however that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Credit Agreement. No additional Note shall be required to evidence the Loans or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note as agent for such SPV to the extent of the Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV. (iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Designating Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to the date Designated Subsidiary that is one year and one day after the payment in full of all outstanding prior indebtedness of any SPV, it will not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings organized under the laws of a jurisdiction other than of the United States or any State a political subdivision thereof. (iv) In addition, notwithstanding anything to the contrary contained in this Section 10.3 or otherwise in this Credit Agreement, any SPV Lender that may (I) at any time and without paying any processing fee therefornot legally lend to, assign or participate all or a portion of its interest in any Loans to the Designating Lender (or to any other SPV of such Designating Lender) or to any financial institutions providing liquidity and/or establish credit support to or for the account of and/or do any business whatsoever with such SPV Designated Subsidiary, either directly or through an Affiliate of such Lender selected pursuant to support the funding immediately preceding paragraph (a “Protesting Lender”) shall so notify the Parent and the Administrative Agent in writing. With respect to each Protesting Lender, the Parent shall, effective on or maintenance before the date that such Designated Subsidiary shall have the right to borrow hereunder, either (A) notify the Administrative Agent and such Protesting Lender that the Commitments of Loans such Protesting Lender shall be terminated; provided that such Protesting Lender shall have received payment of an amount equal to the outstanding principal of its Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (IIto the extent of such outstanding principal and accrued interest and fees) disclose on or the Parent or the relevant Designated Subsidiary (in the case of all other amounts), or (B) cancel its request to designate such Subsidiary as a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPV. This Section 10.3 may not be amended without the written consent of any Designating Lender affected thereby“Designated Subsidiary” hereunder.

Designation. (i) Notwithstanding anything to the contrary contained hereinThe Company may at any time, any Lender (a "Designating Lender") may grant to one or more special purpose funding vehicles (each, an "SPV"), identified as such in writing and from time to time by time, upon not less than 15 Business Days’ notice in the Designating Lender case of any Subsidiary so designated after the Restatement Date, notify the Administrative Agent that the Company intends to designate a Subsidiary as a “Designated Subsidiary” for purposes of this Agreement. On or after the date that is 15 Business Days after such notice, upon delivery to the Administrative Agent and each Lender of a Designation Letter duly executed by the BorrowerCompany and the respective Subsidiary and substantially in the form of Exhibit D hereto, such Subsidiary shall thereupon become a “Designated Subsidiary” for purposes of this Agreement and, as such, shall have all of the option to provide to rights and obligations of a Borrower hereunder. The Administrative Agent shall promptly notify each Lender of the Borrower all or any part Company’s notice of such pending designation by the Company and the identity of the respective Subsidiary. Following the giving of any Loan that such Designating Lender would otherwise be obligated to make to the Borrower notice pursuant to this Credit Agreement; provided that (I) nothing herein shall constitute a commitment by any SPV to make any LoanSection 9.07(a), (II) if an SPV elects not to exercise the designation of such option or otherwise fails to provide all Designated Subsidiary obligates the Administrative Agent or any part of such LoanLender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Designating Company shall, promptly upon the request of the Administrative Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender shall in order for the Administrative Agent or such Lender to carry out and be obligated to make such Loan pursuant to satisfied it has complied with the terms hereof, (III) the Designating Lender shall remain liable for any indemnity results of all necessary “know your customer” or other payment obligation with respect to its Commitment similar checks under all applicable laws and regulations. If the Company shall designate as a Designated Subsidiary hereunder and (IV) each such SPV would satisfy the requirements of Section 3.10 if such SPV was a Lender hereunder. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Designating Lender to the same extent, and as if, such Loan were made by such Designating Lender. (ii) As to any Loans or portion thereof made by it, each SPV shall have all the rights that a Lender making such Loans or portion thereof would have had under this Credit Agreement; provided, however that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Credit Agreement. No additional Note shall be required to evidence the Loans or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note as agent for such SPV to the extent of the Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV. (iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Designating Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding prior indebtedness of any SPV, it will Subsidiary not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings organized under the laws of the United States or any State thereof. (iv) In addition, notwithstanding anything any Lender may, with notice to the contrary contained Administrative Agent and the Company, fulfill its Commitment by causing an Affiliate of such Lender to act as the Lender in this Section 10.3 respect of such Designated Subsidiary. As soon as practicable after receiving notice from the Company or otherwise the Administrative Agent of the Company’s intent to designate a Subsidiary as a Designated Borrower, and in this Credit Agreementany event no later than five Business Days after the delivery of such notice, for a Designated Subsidiary that is organized under the laws of a jurisdiction other than of the United States or a political subdivision thereof, any SPV Lender that may (I) at any time and without paying any processing fee therefornot legally lend to, assign or participate all or a portion of its interest in any Loans to the Designating Lender (or to any other SPV of such Designating Lender) or to any financial institutions providing liquidity and/or establish credit support to or for the account of and/or do any business whatsoever with such SPV Designated Subsidiary, either directly or through an Affiliate of such Lender selected pursuant to support the funding immediately preceding paragraph (a “Protesting Lender”) shall so notify the Company and the Administrative Agent in writing. With respect to each Protesting Lender, the Company shall, effective on or maintenance before the date that such Designated Subsidiary shall have the right to borrow hereunder, either (A) notify the Administrative Agent and such Protesting Lender that the Commitments of Loans such Protesting Lender shall be terminated; provided that such Protesting Lender shall have received payment of an amount equal to the outstanding principal of its Advances and/or Letter of Credit reimbursement obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (IIto the extent of such outstanding principal and accrued interest and fees) disclose on or the Company or the relevant Designated Subsidiary (in the case of all other amounts), or (B) cancel its request to designate such Subsidiary as a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPV. This Section 10.3 may not be amended without the written consent of any Designating Lender affected thereby“Designated Subsidiary” hereunder.

Designation. The Parent may at any time, and from time to time, upon not less than 15 Business Days’ notice in the case of any Subsidiary so designated after the Effective Date, notify the Administrative Agent (iwho shall promptly notify the Lenders) Notwithstanding anything that the Parent intends to designate a Subsidiary as a “Designated Subsidiary” for purposes of this Agreement. On or after the date that is 15 Business Days after such notice, upon delivery to the contrary contained hereinAdministrative Agent and each Lender of a Designation Agreement duly executed by the Parent and the respective Subsidiary and substantially in the form of Exhibit E hereto, such Subsidiary shall thereupon become a “Designated Subsidiary” for purposes of this Agreement and, as such, shall have all of the rights and obligations of a Borrower hereunder. The Administrative Agent shall promptly notify each Lender of the Parent’s notice of such pending designation by the Parent and the identity of the respective Subsidiary. Following the giving of any notice pursuant to this Section 16.3(a), if the designation of such Designated Subsidiary obligates the Administrative Agent or any Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Parent shall, promptly upon the request of the Administrative Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry out and be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under all applicable laws and regulations. If the Parent shall designate as a Designated Subsidiary hereunder any Subsidiary not organized under the laws of the United States, any State thereof or the United Kingdom and Wales, any Lender (a "Designating Lender") may grant to one or more special purpose funding vehicles (eachmay, an "SPV"), identified as such in writing from time to time by the Designating Lender with notice to the Administrative Agent and the BorrowerParent, the option to provide to the Borrower all or any part of any Loan that such Designating Lender would otherwise be obligated to make to the Borrower pursuant to this Credit Agreement; provided that (I) nothing herein shall constitute a commitment fulfill its Commitment by any SPV to make any Loan, (II) if causing an SPV elects not to exercise such option or otherwise fails to provide all or any part Affiliate of such Loan, Lender to act as the Designating Lender shall be obligated to make in respect of such Loan pursuant to Designated Subsidiary. As soon as practicable after receiving notice from the terms hereof, (III) Parent or the Designating Lender shall remain liable for any indemnity or other payment obligation with respect to its Commitment hereunder and (IV) each such SPV would satisfy the requirements of Section 3.10 if such SPV was a Lender hereunder. The making of a Loan by an SPV hereunder shall utilize the Commitment Administrative Agent of the Designating Lender Parent’s intent to the same extentdesignate a Subsidiary as a Designated Subsidiary, and as if, such Loan were made by such Designating Lender. (ii) As to in any Loans or portion thereof made by it, each SPV shall have all event no later than ten Business Days after the rights that a Lender making such Loans or portion thereof would have had under this Credit Agreement; provided, however that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documents) and to exercise on such SPV's behalf, all delivery of such SPV's voting rights under this Credit Agreement. No additional Note shall be required to evidence the Loans or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note as agent notice, for such SPV to the extent of the Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV. (iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Designating Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to the date Designated Subsidiary that is one year and one day after the payment in full of all outstanding prior indebtedness of any SPV, it will not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings organized under the laws of a jurisdiction other than of the United States or any State a political subdivision thereof. (iv) In addition, notwithstanding anything to the contrary contained in this Section 10.3 or otherwise in this Credit Agreement, any SPV Lender that may (I) at any time and without paying any processing fee therefornot legally lend to, assign or participate all or a portion of its interest in any Loans to the Designating Lender (or to any other SPV of such Designating Lender) or to any financial institutions providing liquidity and/or establish credit support to or for the account of and/or do any business whatsoever with such SPV Designated Subsidiary, either directly or through an Affiliate of such Lender selected pursuant to support the funding immediately preceding paragraph (a “Protesting Lender”) shall so notify the Parent and the Administrative Agent in writing. With respect to each Protesting Lender, the Parent shall, effective on or maintenance before the date that such Designated Subsidiary shall have the right to borrow hereunder, either (A) notify the Administrative Agent and such Protesting Lender that the Commitments of Loans such Protesting Lender shall be terminated; provided that such Protesting Lender shall have received payment of an amount equal to the outstanding principal of its Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (IIto the extent of such outstanding principal and accrued interest and fees) disclose on or the Parent or the relevant Designated Subsidiary (in the case of all other amounts), or (B) cancel its request to designate such Subsidiary as a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPV. This Section 10.3 may not be amended without the written consent of any Designating Lender affected thereby“Designated Subsidiary” hereunder.

Designation. (i) Notwithstanding anything to the contrary contained hereinThe Company may at any time, any Lender (a "Designating Lender") may grant to one or more special purpose funding vehicles (each, an "SPV"), identified as such in writing and from time to time by time, upon not less than 15 Business Days’ notice, notify the Designating Lender Agent that the Company intends to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part designate a Subsidiary as a “Designated Subsidiary” for purposes of any Loan that such Designating Lender would otherwise be obligated to make to the Borrower pursuant to this Credit Agreement; provided that (I) nothing herein shall constitute a commitment by any SPV to make any Loan, (II) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Designating Lender shall be obligated to make such Loan pursuant to the terms hereof, (III) the Designating Lender shall remain liable for any indemnity or other payment obligation with respect to its Commitment hereunder and (IV) each such SPV would satisfy the requirements of Section 3.10 if such SPV was a Lender hereunder. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Designating Lender to the same extent, and as if, such Loan were made by such Designating Lender. (ii) As to any Loans or portion thereof made by it, each SPV shall have all the rights that a Lender making such Loans or portion thereof would have had under this Credit Agreement; provided, however that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Credit Agreement. No additional Note shall be required to evidence the Loans On or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note as agent for such SPV to the extent of the Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV. (iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Designating Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to after the date that is one year 15 Business Days after such notice, upon delivery to the Agent and one day after each Lender of a Designation Letter duly executed by the payment Company and the respective Subsidiary and substantially in full the form of Exhibit D hereto, such Subsidiary shall thereupon become a “Designated Subsidiary” for purposes of this Agreement and, as such, shall have all of the rights and obligations of a Borrower hereunder. The Agent shall promptly notify each Lender of the Company’s notice of such pending designation by the Company and the identity of the respective Subsidiary. Following the giving of any notice pursuant to this Section 9.09(a), if the designation of such Designated Subsidiary obligates the Agent or any Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Company shall, promptly upon the reasonable request of the Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Agent or any Lender in order for the Agent or such Lender to carry out and be satisfied it has complied with the results of all outstanding prior indebtedness of necessary “know your customer” or other similar checks under all applicable laws and regulations. If the Company shall designate as a Designated Subsidiary hereunder any SPV, it will Subsidiary not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings organized under the laws of the United States or any State thereof. (iv) In addition, notwithstanding anything any Lender may, with notice to the contrary contained Agent and the Company, fulfill its Commitment by causing an Affiliate or branch of such Lender to act as the Lender in this Section 10.3 respect of such Designated Subsidiary. As soon as practicable after receiving notice from the Company or otherwise the Agent of the Company’s intent to designate a Subsidiary as a Designated Subsidiary, and in this Credit Agreementany event no later than five Business Days after the delivery of such notice, for a Designated Subsidiary that is organized under the laws of a jurisdiction other than of the United States or a political subdivision thereof, any SPV Lender that either (i) may (I) at any time and without paying any processing fee therefornot legally lend to, assign or participate all or a portion of its interest in any Loans to the Designating Lender (or to any other SPV of such Designating Lender) or to any financial institutions providing liquidity and/or establish credit support to or for the account of and/or do any business whatsoever with such SPV Designated Subsidiary directly or through an Affiliate of such Lender as provided in the immediately preceding paragraph or (ii) has internal policies in place that prohibit it from lending to, establishing credit for the account of and/or doing any business whatsoever with such Designated Subsidiary directly or through an Affiliate of such Lender as provided in the immediately preceding paragraph (a “Protesting Lender”) shall so notify the Company and the Agent in writing. With respect to support each Protesting Lender, the funding Company shall, effective on or maintenance before the date that such Designated Subsidiary shall have the right to borrow hereunder, either (A) notify the Agent and such Protesting Lender that the Commitments of Loans such Protesting Lender shall be terminated; provided that such Protesting Lender shall have received payment of an amount equal to the outstanding principal of its Advances and/or Letter of Credit reimbursement obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (IIto the extent of such outstanding principal and accrued interest and fees) disclose on or the Company or the relevant Designated Subsidiary (in the case of all other amounts) or (B) cancel its request to designate such Subsidiary as a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPV. This Section 10.3 may not be amended without the written consent of any Designating Lender affected thereby“Designated Subsidiary” hereunder.

Designation. (ia) Notwithstanding anything to the contrary contained herein, any Lender (a "“Designating Lender"”) may grant to one or more special purpose funding vehicles (each, an "“SPV"”), identified as such in writing from time to time by the Designating Lender to the Administrative Agent and the BorrowerBorrowers, the option to provide to the Borrower Borrowers all or any part of any Loan that such Designating Lender would otherwise be obligated to make to the Borrower Borrowers pursuant to this Credit Agreement; provided that (Ii) nothing herein shall constitute a commitment by any SPV to make any Loan, (IIii) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Designating Lender shall be obligated to make such Loan pursuant to the terms hereof, hereof and (IIIiii) the Designating Lender shall remain liable for any indemnity or other payment obligation with respect to its Commitment hereunder and (IV) each such SPV would satisfy the requirements of Section 3.10 if such SPV was a Lender hereunder. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Designating Lender to the same extent, and as if, such Loan were made by such Designating Lender. (iib) As to any Loans or portion thereof made by it, each SPV shall have all the rights that a Lender making such Loans or portion thereof would have had under this Credit Agreement; provided, however however, that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documentsLoan Documents) and to exercise on such SPV's ’s behalf, all of such SPV's ’s voting rights under this Credit Agreement. No In the event that any Notes have been issued to the Designated Lender hereunder, no additional Note Notes shall be required to evidence the Loans or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note Notes as agent for such SPV to the extent of the Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV. (iiic) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Designating Lender provides such indemnity or makes such paymentliable. In furtherance of the foregoing, each party hereto hereby agrees (which agreement agreements shall survive the termination of this Credit Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding prior commercial paper or other senior indebtedness of any SPV, it will not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States or any State thereof. (ivd) In addition, notwithstanding anything to the contrary contained in this Section 10.3 12.6 or otherwise in this Credit Agreement, any SPV may (Ii) at any time and without paying any processing fee therefor, assign or participate all or a portion of its interest in any Loans to the Designating Lender or, with the prior consent of the Borrowers and the Agent (or to any other SPV provided, that if a Default has occurred and is continuing, the consent of such Designating Lenderthe Borrowers shall not be required) or to any financial institutions providing liquidity and/or credit support to or for the account of such SPV to support the funding or maintenance of Loans and (IIii) disclose on a confidential basis any non-public information relating to its Loans Loan to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPV, provided that such Persons agree to keep such information confidential to the same extent required by the Lenders hereunder. This Section 10.3 12.6 may not be amended without the written consent of any Designating Lender affected thereby.

Designation. (i) Notwithstanding anything The Company may at any time, and from time to time, upon not less than 15 Business Days’ notice, notify the Agent that the Company intends to designate a Subsidiary as a “Designated Subsidiary” for purposes of this Agreement. On or after the date that is 15 Business Days after such notice, upon delivery to the contrary contained hereinAgent and each Lender of a Designation Letter duly executed by the Company and the respective Subsidiary and substantially in the form of Exhibit E hereto, such Subsidiary shall thereupon become a “Designated Subsidiary” for purposes of this Agreement and, as such, shall have all of the rights and obligations of a Borrower hereunder. The Agent shall promptly notify each Lender of the Company’s notice of such pending designation by the Company and the identity of the respective Subsidiary. Following the giving of any notice pursuant to this Section 9.08(a), if the designation of such Designated Subsidiary obligates the Agent or any Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Company shall, promptly upon the request of the Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Agent or any Lender in order for the Agent or such Lender to carry out and be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under all applicable laws and regulations. If the Company shall designate as a Designated Subsidiary hereunder any Subsidiary organized under the laws of a jurisdiction outside of the United States, any Lender (a "Designating Lender") may grant to one or more special purpose funding vehicles (eachmay, an "SPV"), identified as such in writing from time to time by the Designating Lender with notice to the Administrative Agent and the BorrowerCompany, the option to provide to the Borrower all or any part of any Loan that such Designating Lender would otherwise be obligated to make to the Borrower pursuant to this Credit Agreement; provided that (I) nothing herein shall constitute a commitment fulfill its Commitment by any SPV to make any Loan, (II) if causing an SPV elects not to exercise such option or otherwise fails to provide all or any part Affiliate of such Loan, the Designating Lender shall be obligated to make such Loan pursuant to the terms hereof, (III) the Designating Lender shall remain liable for any indemnity or other payment obligation with respect to its Commitment hereunder and (IV) each such SPV would satisfy the requirements of Section 3.10 if such SPV was a Lender hereunder. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Designating Lender to organized in the same extentjurisdiction as such Designated Subsidiary or another foreign jurisdiction agreed to by such Lender and the Company, to act as the Lender in respect of such Designated Subsidiary, and as ifsuch Lender shall, such Loan were made by such Designating Lender. (ii) As to any Loans or portion thereof made by it, each SPV shall have all the rights that a Lender making such Loans or portion thereof would have had under this Credit Agreement; provided, however that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Credit Agreement. No additional Note shall be required to evidence the Loans or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note as agent for such SPV to the extent of Advances made to such Designated Subsidiary, be deemed for all purposes hereof to have satisfied its Commitment hereunder in respect of such Designated Subsidiary. As soon as practicable after receiving notice from the Loans Company or portion thereof funded by the Agent of the Company’s intent to designate a Subsidiary as a Designated Subsidiary, and in any event no later than five Business Days after the delivery of such SPV. In additionnotice, for a Designated Subsidiary that is organized under the laws of a jurisdiction outside of the United States, any payments Lender that may not legally lend to, establish credit for the account of and/or do any SPV shall be paid to its Designating business whatsoever with such Designated Subsidiary directly or through an Affiliate of such Lender as agent for such SPV. provided in the immediately preceding paragraph (iiia “Protesting Lender”) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, notify the Company and the Agent in writing. With respect to the extenteach Protesting Lender, the Designating Lender provides such indemnity Company shall, effective on or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to before the date that is one year such Designated Subsidiary shall have the right to borrow hereunder, either (A) notify the Agent and one day after such Protesting Lender that the Commitments of such Protesting Lender shall be terminated; provided that such Protesting Lender shall have received payment of an amount equal to the outstanding principal of its Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder including any amounts due under Section 9.04(d), from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company or the relevant Designated Subsidiary (in full the case of all outstanding prior indebtedness of any SPV, it will not institute againstother amounts), or join any other person in instituting against, (B) cancel its request to designate such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States or any State thereofSubsidiary as a “Designated Subsidiary” hereunder. (iv) In addition, notwithstanding anything to the contrary contained in this Section 10.3 or otherwise in this Credit Agreement, any SPV may (I) at any time and without paying any processing fee therefor, assign or participate all or a portion of its interest in any Loans to the Designating Lender (or to any other SPV of such Designating Lender) or to any financial institutions providing liquidity and/or credit support to or for the account of such SPV to support the funding or maintenance of Loans and (II) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPV. This Section 10.3 may not be amended without the written consent of any Designating Lender affected thereby.

Designation. The Parent may at any time, and from time to time, upon not less than 15 Business Days’ notice in the case of any Subsidiary so designated after the Effective Date, notify the Administrative Agent (iwho shall promptly notify the Lenders) Notwithstanding anything that the Parent intends to designate a Subsidiary as a “Designated Subsidiary” for purposes of this Agreement. On or after the date that is 15 Business Days after such notice, upon delivery to the contrary contained hereinAdministrative Agent and each Lender of a Designation Letter duly executed by the Parent and the respective Subsidiary and substantially in the form of Exhibit E hereto, such Subsidiary shall thereupon become a “Designated Subsidiary” for purposes of this Agreement and, as such, shall have all of the rights and obligations of a Borrower hereunder. The Administrative Agent shall promptly notify each Lender of the Parent’s notice of such pending designation by the Parent and the identity of the respective Subsidiary. Following the giving of any notice pursuant to this Section 16.3(a), if the designation of such Designated Subsidiary obligates the Administrative Agent or any Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Parent shall, promptly upon the request of the Administrative Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry out and be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under all applicable laws and regulations. If the Parent shall designate as a Designated Subsidiary hereunder any Subsidiary not organized under the laws of the United States, any State thereof or the United Kingdom and Wales, any Lender (a "Designating Lender") may grant to one or more special purpose funding vehicles (eachmay, an "SPV"), identified as such in writing from time to time by the Designating Lender with notice to the Administrative Agent and the Parent, fulfill its Commitment by causing an Affiliate of such Lender to act as the Lender in respect of such Designated Subsidiary. As soon as practicable after receiving notice from the Parent or the Administrative Agent of the Parent’s intent to designate a Subsidiary as a Designated Borrower, and in any event no later than ten Business Days after the option to provide to the Borrower all or any part of any Loan that such Designating Lender would otherwise be obligated to make to the Borrower pursuant to this Credit Agreement; provided that (I) nothing herein shall constitute a commitment by any SPV to make any Loan, (II) if an SPV elects not to exercise such option or otherwise fails to provide all or any part delivery of such Loannotice, the Designating Lender shall be obligated to make such Loan pursuant to the terms hereof, (III) the Designating Lender shall remain liable for any indemnity or other payment obligation with respect to its Commitment hereunder and (IV) each such SPV would satisfy the requirements of Section 3.10 if such SPV was a Lender hereunder. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Designating Lender to the same extent, and as if, such Loan were made by such Designating Lender. (ii) As to any Loans or portion thereof made by it, each SPV shall have all the rights that a Lender making such Loans or portion thereof would have had under this Credit Agreement; provided, however that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Credit Agreement. No additional Note shall be required to evidence the Loans or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note as agent for such SPV to the extent of the Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV. (iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Designating Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to the date Designated Subsidiary that is one year and one day after the payment in full of all outstanding prior indebtedness of any SPV, it will not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings organized under the laws of a jurisdiction other than of the United States or any State a political subdivision thereof. (iv) In addition, notwithstanding anything to the contrary contained in this Section 10.3 or otherwise in this Credit Agreement, any SPV Lender that may (I) at any time and without paying any processing fee therefornot legally lend to, assign or participate all or a portion of its interest in any Loans to the Designating Lender (or to any other SPV of such Designating Lender) or to any financial institutions providing liquidity and/or establish credit support to or for the account of and/or do any business whatsoever with such SPV Designated Subsidiary, either directly or through an Affiliate of such Lender selected pursuant to support the funding immediately preceding paragraph (a “Protesting Lender”) shall so notify the Parent and the Administrative Agent in writing. With respect to each Protesting Lender, the Parent shall, effective on or maintenance before the date that such Designated Subsidiary shall have the right to borrow hereunder, either (A) notify the Administrative Agent and such Protesting Lender that the Commitments of Loans such Protesting Lender shall be terminated; provided that such Protesting Lender shall have received payment of an amount equal to the outstanding principal of its Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (IIto the extent of such outstanding principal and accrued interest and fees) disclose on or the Parent or the relevant Designated Subsidiary (in the case of all other amounts), or (B) cancel its request to designate such Subsidiary as a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPV. This Section 10.3 may not be amended without the written consent of any Designating Lender affected thereby“Designated Subsidiary” hereunder.

Designation. (i) Notwithstanding anything to the contrary contained hereinThe Company may at any time, any Lender (a "Designating Lender") may grant to one or more special purpose funding vehicles (each, an "SPV"), identified as such in writing and from time to time by time, upon not less than 15 Business Days’ notice in the Designating Lender case of any Subsidiary so designated after the Effective Date, notify the Administrative Agent that the Company intends to designate a Subsidiary as a “Subsidiary Borrower” for purposes of this Agreement. On or after the date that is 15 Business Days after such notice, upon delivery to the Administrative Agent and each Lender of a Designation Letter duly executed by the Company and the respective Subsidiary and substantially in the form of Exhibit H hereto, such Subsidiary shall thereupon become a “Subsidiary Borrower” for purposes of this Agreement and, as such, shall have all of the option to provide to rights and obligations of a Borrower hereunder. The Administrative Agent shall promptly notify each Lender of the Borrower all or any part Company’s notice of such pending designation by the Company and the identity of the respective Subsidiary. Following the giving of any Loan that such Designating Lender would otherwise be obligated to make to the Borrower notice pursuant to this Credit Agreement; provided that (I) nothing herein shall constitute a commitment by any SPV to make any LoanSection 12.6(a), (II) if an SPV elects not to exercise the designation of such option or otherwise fails to provide all Subsidiary Borrower obligates the Administrative Agent or any part Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Company shall, promptly upon the request of the Administrative Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry out and be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under all applicable laws and regulations. As soon as practicable after receiving notice from the Company or the Administrative Agent of the Company’s intent to designate a Subsidiary as a Subsidiary Borrower, and in any event no later than five Business Days after the delivery of such Loannotice, the Designating Lender shall be obligated to make such Loan pursuant to the terms hereof, (III) the Designating Lender shall remain liable for any indemnity or other payment obligation with respect to its Commitment hereunder and (IV) each such SPV would satisfy the requirements of Section 3.10 if such SPV was a Lender hereunder. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Designating Lender to the same extent, and as if, such Loan were made by such Designating Lender. (ii) As to any Loans or portion thereof made by it, each SPV shall have all the rights that a Lender making such Loans or portion thereof would have had under this Credit Agreement; provided, however that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Credit Agreement. No additional Note shall be required to evidence the Loans or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note as agent for such SPV to the extent of the Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV. (iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Designating Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to the date Subsidiary Borrower that is one year and one day after the payment in full of all outstanding prior indebtedness of any SPV, it will not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings organized under the laws of a jurisdiction other than of the United States or any State a political subdivision thereof. (iv) In addition, notwithstanding anything to the contrary contained in this Section 10.3 or otherwise in this Credit Agreement, any SPV Lender that may (I) at any time and without paying any processing fee therefornot legally lend to, assign or participate all or a portion of its interest in any Loans to the Designating Lender (or to any other SPV of such Designating Lender) or to any financial institutions providing liquidity and/or establish credit support to or for the account of and/or do any business whatsoever with such SPV Subsidiary Borrower directly or through an Affiliate of such Lender as provided in the immediately preceding paragraph (a “Protesting Lender”) shall so notify the Company and the Administrative Agent in writing. With respect to support each Protesting Lender, the funding Company shall, effective on or maintenance before the date that such Subsidiary Borrower shall have the right to borrow hereunder, either (A) notify the Administrative Agent and such Protesting Lender that the Commitments of Loans and (II) disclose on a confidential basis any non-public information relating such Protesting Lender shall be terminated; provided that such Protesting Lender shall have received payment of an amount equal to the outstanding principal of its Loans and/or Letter of Credit reimbursement obligations, accrued interest thereon, accrued fees and all other amounts payable to any rating agencyit hereunder, commercial paper dealer from the assignee (to the extent of such outstanding principal and accrued interest and fees) or provider the Company or the relevant Subsidiary Borrower (in the case of any suretyall other amounts), guarantee or credit or liquidity enhancements (B) cancel its request to designate such SPV. This Section 10.3 may not be amended without the written consent of any Designating Lender affected therebySubsidiary as a “Subsidiary Borrower” hereunder.

Designation. (i) Notwithstanding anything to the contrary contained herein, any Lender (a "“Designating Lender"”) may grant to one or more special purpose funding vehicles (each, an "“SPV"”), identified as such in writing from time to time by the Designating Lender to the Administrative Agent and the BorrowerCompany, the option to provide to the Borrower Borrowers all or any part of any Loan Advance that such Designating Lender would otherwise be obligated to make to the Borrower Borrowers pursuant to this Credit Agreement; provided that (IA) nothing herein shall constitute a commitment by any SPV to make any LoanAdvance, (IIB) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such LoanAdvance, the Designating Lender shall be obligated to make such Loan Advance pursuant to the terms hereof, hereof and (IIIC) the Designating Lender shall shall, at all times, remain liable for any indemnity or other payment obligation with respect to its Commitment hereunder and (IV) each such SPV would satisfy the requirements of Section 3.10 if such SPV was a Lender hereunder. The making of a Loan Advance by an SPV hereunder shall utilize the applicable Commitment of the Designating Lender to the same extent, and as if, if such Loan Advance were made by such Designating Lender. (ii) As to any Loans Advances or portion thereof made by it, each SPV shall have all the rights that a the Designating Lender making such Loans Advances or portion thereof would have had under this Credit Agreement; provided, however however, that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documents) and to exercise on such SPV's ’s behalf, all of such SPV's ’s voting rights under this Credit Agreement. No additional Note Notes shall be required to evidence the Loans Advances or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note Note, if any, as agent for such SPV to the extent of the Loans Advances or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV. (iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Designating Lender provides such indemnity or makes such paymentliable. In furtherance of the foregoing, each party hereto hereby agrees (which agreement agreements shall survive the termination of this Credit Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding prior commercial paper or other senior indebtedness of any SPV, it will not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States or any State thereof. (iv) In addition, notwithstanding anything to the contrary contained in this Section 10.3 9.07(h) or otherwise in this Credit Agreement, any SPV may (IA) at any time and without paying any processing fee therefor, assign or participate sell a participation in all or a portion of its interest in any Loans Advances to the Designating Lender (or to any other SPV of such Designating Lender) or to any financial institutions providing liquidity and/or credit support to or for the account of such SPV to support the funding or maintenance of Loans Advances and (IIB) 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 surety, guarantee or credit or liquidity enhancements to such SPV. This Section 10.3 9.07(h) may not be amended without the written consent of any Designating Lender affected thereby.

Designation. (i) Notwithstanding anything to the contrary contained hereinThe Company may at any time, any Lender (a "Designating Lender") may grant to one or more special purpose funding vehicles (each, an "SPV"), identified as such in writing and from time to time by time, upon not less than five Business Days’ notice (or ten Business Days’ notice in the Designating Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part case of any Loan that such Designating Lender would otherwise be obligated to make to the Borrower pursuant to this Credit Agreement; provided that (I) nothing herein shall constitute a commitment by any SPV to make any Loan, (II) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Designating Lender shall be obligated to make such Loan pursuant to the terms hereof, (III) the Designating Lender shall remain liable for any indemnity or other payment obligation with respect to its Commitment hereunder and (IV) each such SPV would satisfy the requirements of Section 3.10 if such SPV was a Lender hereunder. The making Subsidiary organized under laws of a Loan by an SPV hereunder shall utilize the Commitment jurisdiction outside of the Designating Lender United States), notify the Agent that the Company intends to the same extent, and designate a Subsidiary as if, such Loan were made by such Designating Lender. (ii) As to any Loans or portion thereof made by it, each SPV shall have all the rights that a Lender making such Loans or portion thereof would have had under “Designated Subsidiary” for purposes of this Credit Agreement; provided, however that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Credit Agreement. No additional Note shall be required to evidence the Loans On or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note as agent for such SPV to the extent of the Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV. (iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Designating Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to after the date that is one year five Business Days after such notice (or ten Business Days after such notice in the case of any Subsidiary organized under laws of a jurisdiction outside of the United States), upon delivery to the Agent and one day each Lender of a Designation Agreement duly executed by the Company and the respective Subsidiary, such Subsidiary shall thereupon become a “Designated Subsidiary” for all purposes of this Agreement, and, upon fulfillment of the applicable conditions set forth in Section 3.02 and after such Designation Agreement is accepted by the payment Agent, such Subsidiary shall thereupon become a Designated Subsidiary for all purposes of this Agreement and, as such, shall have all of the rights and obligations of a Borrower hereunder. The Agent shall promptly notify each Lender of the Company’s notice of such pending designation by the Company and the identity of the respective Subsidiary. Following the giving of any notice pursuant to this Section 9.08(a), if the designation of such Designated Subsidiary obligates the Agent or any Lender to comply with “know your customer” or similar identification procedures in full circumstances where the necessary information is not already available to it, the Company shall, promptly upon the request of the Agent or any Lender, supply such documentation (including, without limitation, delivery of a Beneficial Ownership Certification, if applicable) and other evidence as is reasonably requested by the Agent or any Lender in order for the Agent or such Lender to carry out and be satisfied it has complied with the requirements of all outstanding prior indebtedness of necessary “know your customer” or other similar checks under all applicable laws and regulations (including, without limitation, the Beneficial Ownership Regulation). If the Company shall designate as a Designated Subsidiary hereunder any SPV, it will Subsidiary not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings organized under the laws of the United States or any State thereof. (iv) In addition, notwithstanding anything any Lender may, with notice to the contrary contained Agent and the Company, fulfill its Commitment by causing an Affiliate or branch of such Lender to act as the Lender in this Section 10.3 respect of such Designated Subsidiary. As soon as practicable after receiving notice from the Company or otherwise the Agent of the Company’s intent to designate a Subsidiary as a Designated Subsidiary, and in this Credit Agreementany event no later than five Business Days after the delivery of such notice, for a Designated Subsidiary that is organized under the laws of a jurisdiction other than of the United States or a political subdivision thereof, any SPV Lender that may (I) at any time and without paying any processing fee therefornot legally lend to, assign or participate all or a portion of its interest in any Loans to the Designating Lender (or to any other SPV of such Designating Lender) or to any financial institutions providing liquidity and/or establish credit support to or for the account of and/or do any business whatsoever with such SPV Designated Subsidiary directly or through an Affiliate of such Lender as provided in the immediately preceding paragraph (a “Protesting Lender”) shall so notify the Company and the Agent in writing. With respect to support each Protesting Lender, the funding Company shall, effective on or maintenance before the date that such Designated Subsidiary shall have the right to borrow hereunder, either (A) notify the Agent and such Protesting Lender that the Commitments of Loans such Protesting Lender shall be terminated; provided that such Protesting Lender shall have received payment of an amount equal to the outstanding principal of its Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from (IIif such Protesting Lender’s Commitments are assigned) disclose on the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company or the relevant Designated Subsidiary (in the case an assignment, of all other amounts or, if such Commitments are terminated, of such outstanding principal and accrued interest, fees and other amounts), or (B) cancel its request to designate such Subsidiary as a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPV. This Section 10.3 may not be amended without the written consent of any Designating Lender affected thereby“Designated Subsidiary” hereunder.

Designation. The Parent may at any time, and from time to time, upon not less than 15 Business Days’ notice in the case of any Subsidiary so designated after the Effective Date, notify the Administrative Agent (iwho shall promptly notify the Lenders) Notwithstanding anything that the Parent intends to designate a Subsidiary as a “Designated Subsidiary” for purposes of this Agreement. On or after the date that is 15 Business Days after such notice, upon delivery to the contrary contained hereinAdministrative Agent and each Lender of a Designation Letter duly executed by the Parent and the respective Subsidiary and substantially in the form of Exhibit E hereto, such Subsidiary shall thereupon become a “Designated Subsidiary” for purposes of this Agreement and, as such, shall have all of the rights and obligations of a Borrower hereunder. The Administrative Agent shall promptly notify each Lender of the Parent’s notice of such pending designation by the Parent and the identity of the respective Subsidiary. Following the giving of any notice pursuant to this Section 16.3(a), if the designation of such Designated Subsidiary obligates the Administrative Agent or any Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Parent shall, promptly upon the request of the Administrative Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry out and be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under all applicable laws and regulations. If the Parent shall designate as a Designated Subsidiary hereunder any Subsidiary not organized under the laws of the United States, any State thereof or the United Kingdom and Wales, any Lender (a "Designating Lender") may grant to one or more special purpose funding vehicles (eachmay, an "SPV"), identified as such in writing from time to time by the Designating Lender with notice to the Administrative Agent and the Parent, fulfill its Commitment by causing an Affiliate of such Lender to act as the Lender in respect of such Designated Subsidiary. As soon as practicable after receiving notice from the Parent or the Administrative Agent of the Parent’s intent to designate a Subsidiary as a Designated Borrower, and in any event no later than ten Business Days after the option to provide to the Borrower all or any part of any Loan that such Designating Lender would otherwise be obligated to make to the Borrower pursuant to this Credit Agreement; provided that (I) nothing herein shall constitute a commitment by any SPV to make any Loan, (II) if an SPV elects not to exercise such option or otherwise fails to provide all or any part delivery of such Loannotice, the Designating Lender shall be obligated to make such Loan pursuant to the terms hereof, (III) the Designating Lender shall remain liable for any indemnity or other payment obligation with respect to its Commitment hereunder and (IV) each such SPV would satisfy the requirements of Section 3.10 if such SPV was a Lender hereunder. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Designating Lender to the same extent, and as if, such Loan were made by such Designating Lender. (ii) As to any Loans or portion thereof made by it, each SPV shall have all the rights that a Lender making such Loans or portion thereof would have had under this Credit Agreement; provided, however that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Credit Agreement. No additional Note shall be required to evidence the Loans or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note as agent for such SPV to the extent of the Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV. (iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Designating Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to the date Designated Subsidiary that is one year and one day after the payment in full of all outstanding prior indebtedness of any SPV, it will not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings organized under the laws of a jurisdiction other than of the United States or any State a political subdivision thereof. (iv) In addition, notwithstanding anything to the contrary contained in this Section 10.3 or otherwise in this Credit Agreement, any SPV Lender that may (I) at any time and without paying any processing fee therefornot legally lend to, assign or participate all or a portion of its interest in any Loans to the Designating Lender (or to any other SPV of such Designating Lender) or to any financial institutions providing liquidity and/or establish credit support to or for the account of and/or do any business whatsoever with such SPV Designated Subsidiary, either directly or through an Affiliate of such Lender selected pursuant to support the funding or maintenance of Loans immediately preceding paragraph (a “Protesting Lender”) shall so notify the Parent and (II) disclose on a confidential basis any non-public information relating the Administrative Agent in writing. With respect to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPV. This Section 10.3 may not be amended without the written consent of any Designating Lender affected thereby.each Protesting

Designation. (i) Notwithstanding anything There is hereby created a Series of trust certificates to the contrary contained herein, any Lender (a "Designating Lender") may grant to one or more special purpose funding vehicles (each, an "SPV"), identified as such in writing from time to time by the Designating Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part of any Loan that such Designating Lender would otherwise be obligated to make to the Borrower pursuant to this Credit Agreement; provided that (I) nothing herein shall constitute a commitment by any SPV to make any Loan, (II) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Designating Lender shall be obligated to make such Loan issued pursuant to the Base Trust Agreement and this Series Supplement to be known as the “[Callable Trust Certificates.]” The Certificates shall be issued in [two] classes, in the amount set forth in Section 5 and with the additional terms hereofset forth in Exhibit B and E to this Series Supplement. The Certificates and the I/O Certificates shall be issued in substantially the forms set forth in Exhibit C and F to this Series Supplement with such necessary or appropriate changes as shall be approved by the Trustor and the Trustee, (III) such approval to be manifested by the Designating Lender execution and authentication thereof by the Trustee. The Certificates shall remain liable for any indemnity evidence undivided beneficial ownership interests in the assets of the Trust, subject to the liabilities of the Trust and shall be payable solely from payments or other payment obligation property received by the Trustee on or in respect of the Deposited Assets. The Certificates, except as set forth in Section 10, will represent the entire beneficial ownership interest in the principal and redemption premium, if any, of the Underlying Securities, and will represent a beneficial ownership interest in the interest received on the Underlying Securities equal to the Fixed Payments. The I/O Certificates will represent a beneficial ownership interest in the interest received on the Underlying Securities equal to the I/O Fixed Payments and, to the extent set forth in Section 10, will represent a beneficial ownership interest in the principal and redemption premium, if any, of the Underlying Securities. The Certificates and the I/O Certificates will rank pari passu with respect to its Commitment hereunder their respective beneficial ownership interest in the interest payments on the Underlying Securities and (IV) each will share proportionately in such SPV would satisfy interest based upon the requirements of Section 3.10 if such SPV was a Lender hereunder. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Designating Lender to the same extentaccrued and unpaid Fixed Payments, and as if, such Loan were made by such Designating Lenderthe accrued and unpaid I/O Fixed Payments. (ii) As to any Loans or portion thereof made by it, each SPV shall have all the rights that a Lender making such Loans or portion thereof would have had under this Credit Agreement; provided, however that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Credit Agreement. No additional Note shall be required to evidence the Loans or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note as agent for such SPV to the extent of the Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV. (iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Designating Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding prior indebtedness of any SPV, it will not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States or any State thereof. (iv) In addition, notwithstanding anything to the contrary contained in this Section 10.3 or otherwise in this Credit Agreement, any SPV may (I) at any time and without paying any processing fee therefor, assign or participate all or a portion of its interest in any Loans to the Designating Lender (or to any other SPV of such Designating Lender) or to any financial institutions providing liquidity and/or credit support to or for the account of such SPV to support the funding or maintenance of Loans and (II) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPV. This Section 10.3 may not be amended without the written consent of any Designating Lender affected thereby.

Designation. (i) Notwithstanding anything to the contrary contained hereinThe Company may at any time, any Lender (a "Designating Lender") may grant to one or more special purpose funding vehicles (each, an "SPV"), identified as such in writing and from time to time by time, upon not less than 10 Business Days’ notice, notify the Designating Lender Agent that the Company intends to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part designate a Subsidiary as a “Designated Subsidiary” for purposes of any Loan that such Designating Lender would otherwise be obligated to make to the Borrower pursuant to this Credit Agreement; provided that (I) nothing herein shall constitute a commitment by any SPV to make any Loan, (II) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Designating Lender shall be obligated to make such Loan pursuant to the terms hereof, (III) the Designating Lender shall remain liable for any indemnity or other payment obligation with respect to its Commitment hereunder and (IV) each such SPV would satisfy the requirements of Section 3.10 if such SPV was a Lender hereunder. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Designating Lender to the same extent, and as if, such Loan were made by such Designating Lender. (ii) As to any Loans or portion thereof made by it, each SPV shall have all the rights that a Lender making such Loans or portion thereof would have had under this Credit Agreement; provided, however that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Credit Agreement. No additional Note shall be required to evidence the Loans On or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note as agent for such SPV to the extent of the Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV. (iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Designating Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to after the date that is one year 10 Business Days after such notice, upon delivery to the Agent and one day after each Lender of a Designation Agreement duly executed by the payment Company and the respective Subsidiary and substantially in full the form of Exhibit D hereto, such Subsidiary shall thereupon become a “Designated Subsidiary” for purposes of this Agreement and, as such, shall have all of the rights and obligations of a Borrower hereunder. The Agent shall promptly notify each Lender of the Company’s notice of such pending designation by the Company and the identity of the respective Subsidiary. Following the giving of any notice pursuant to this Section 9.09(a), if the designation of such Designated Subsidiary obligates the Agent or any Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Company shall, promptly upon the request of the Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Agent or any Lender in order for the Agent or such Lender to carry out and be satisfied it has complied with the results of all outstanding prior indebtedness of necessary “know your customer” or other similar checks under all applicable laws and regulations. If the Company shall designate as a Borrower hereunder any SPV, it will Subsidiary not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings organized under the laws of the United States or any State thereof. (iv) In addition, notwithstanding anything any Lender may, with notice to the contrary contained Agent and the Company, fulfill its Commitment by causing an Affiliate of such Lender organized in this Section 10.3 the same jurisdiction as such Designated Subsidiary or otherwise another foreign jurisdiction agreed to by such Lender and the Company, to act as the Lender in this Credit Agreementrespect of such Designated Subsidiary, any SPV may (I) at any time and without paying any processing fee thereforsuch Lender shall, assign or participate all or a portion of its interest in any Loans to the Designating Lender (or extent of Advances made to any other SPV and participations in Letters of such Designating Lender) or to any financial institutions providing liquidity and/or credit support to or Credit issued for the account of such SPV Designated Subsidiary, be deemed for all purposes hereof to support the funding or maintenance of Loans have pro tanto assigned such Advances and (II) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements participations to such SPVAffiliate in compliance with the provisions of Section 9.07. This Section 10.3 As soon as practicable after receiving notice from the Company or the Agent of the Company’s intent to designate a Subsidiary as a Designated Borrower, and in any event no later than five Business Days after the delivery of such notice, for a Designated Subsidiary that is organized under the laws of a jurisdiction other than of the United States or a political subdivision thereof, any Lender that may not legally lend to, establish credit for the account of and/or do any business whatsoever with such Designated Subsidiary directly or through an Affiliate of such Lender as provided in the immediately preceding paragraph (a “Protesting Lender”) shall so notify the Company and the Agent in writing. With respect to each Protesting Lender, the Company shall, effective on or before the date that such Designated Subsidiary shall have the right to borrow hereunder, either (A) notify the Agent and such Protesting Lender that the Commitments of such Protesting Lender shall be amended without terminated or assigned to a Lender or an Eligible Assignee that is not a Protesting Lender; provided that such Protesting Lender shall have received payment of an amount equal to the written consent outstanding principal of any Designating Lender affected therebyits Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company or the relevant Designated Subsidiary (in the case of all other amounts), or (B) cancel its request to designate such Subsidiary as a “Designated Subsidiary” hereunder.

Designation. (i) Notwithstanding anything to the contrary contained hereinThe Company may at any time, any Lender (a "Designating Lender") may grant to one or more special purpose funding vehicles (each, an "SPV"), identified as such in writing and from time to time by time, upon not less than 15 Business Days’ notice in the Designating Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part case of any Loan Subsidiary so designated after the Restatement Date, notify the Agent that such Designating Lender would otherwise be obligated the Company intends to make to the Borrower pursuant to designate a Subsidiary as a “Designated Subsidiary” for purposes of this Credit Agreement; provided that (I) nothing herein shall constitute a commitment by any SPV to make any Loan, (II) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Designating Lender shall be obligated to make such Loan pursuant to the terms hereof, (III) the Designating Lender shall remain liable for any indemnity or other payment obligation with respect to its Commitment hereunder and (IV) each such SPV would satisfy the requirements of Section 3.10 if such SPV was a Lender hereunder. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Designating Lender to the same extent, and as if, such Loan were made by such Designating Lender. (ii) As to any Loans or portion thereof made by it, each SPV shall have all the rights that a Lender making such Loans or portion thereof would have had under this Credit Agreement; provided, however that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Credit Agreement. No additional Note shall be required to evidence the Loans On or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note as agent for such SPV to the extent of the Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV. (iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Designating Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to after the date that is one year 15 Business Days after such notice, upon delivery to the Agent and one day after each Lender of a Designation Agreement duly executed by the payment Company and the respective Subsidiary and substantially in full the form of Exhibit E hereto, such Subsidiary shall thereupon become a “Designated Subsidiary” for purposes of this Agreement and, as such, shall have all of the rights and obligations of a Borrower hereunder. The Agent shall promptly notify each Lender of the Company’s notice of such pending designation by the Company and the identity of the respective Subsidiary. Following the giving of any notice pursuant to this Section 9.09(a), if the designation of such Designated Subsidiary obligates the Agent or any Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Company shall, promptly upon the request of the Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Agent or any Lender in order for the Agent or such Lender to carry out and be satisfied it has complied with the results of all outstanding prior indebtedness of necessary “know your customer” or other similar checks under all applicable laws and regulations. If the Company shall designate as a Designated Subsidiary hereunder any SPV, it will Subsidiary not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings organized under the laws of the United States or any State thereof. (iv) In addition, notwithstanding anything any Lender may, with notice to the contrary contained Agent and the Company, fulfill its Revolving Credit Commitment by causing an Affiliate of such Lender to act as the Lender in this Section 10.3 respect of such Designated Subsidiary. As soon as practicable after receiving notice from the Company or otherwise the Agent of the Company’s intent to designate a Subsidiary as a Designated Subsidiary, and in this Credit Agreementany event no later than five Business Days after the delivery of such notice, for a Designated Subsidiary that is organized under the laws of a jurisdiction other than of the United States or a political subdivision thereof, any SPV Lender that may (I) at any time and without paying any processing fee therefornot legally lend to, assign or participate all or a portion of its interest in any Loans to the Designating Lender (or to any other SPV of such Designating Lender) or to any financial institutions providing liquidity and/or establish credit support to or for the account of and/or do any business whatsoever with such SPV Designated Subsidiary, either directly or through an Affiliate of such Lender selected pursuant to support the funding immediately preceding paragraph, or maintenance whose internal policies prohibit lending to or establishing credit for entities organized under the laws of Loans such jurisdiction (a “Protesting Lender”) shall so notify the Company and the Agent in writing. With respect to each Protesting Lender, the Company shall, effective on or before the date that such Designated Subsidiary shall have the right to borrow hereunder, either (IIA) disclose on notify the Agent and such Protesting Lender that the Revolving Credit Commitments of such Protesting Lender shall be terminated; provided that such Protesting Lender shall have received payment of an amount equal to the outstanding principal of its Advances and/or Letter of Credit reimbursement obligations, accrued interest thereon, accrued fees and all other amounts then payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company or the relevant Designated Subsidiary (in the case of all other amounts), or (B) cancel its request to designate such Subsidiary as a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPV. This Section 10.3 may not be amended without the written consent of any Designating Lender affected thereby“Designated Subsidiary” hereunder.

Designation. (i) Notwithstanding anything to the contrary contained hereinThe Company may at any time, any Lender (a "Designating Lender") may grant to one or more special purpose funding vehicles (each, an "SPV"), identified as such in writing and from time to time by time, upon not less than 10 Business Days’ notice, notify the Designating Lender Agent that the Company intends to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part designate a Subsidiary as a “Designated Subsidiary” for purposes of any Loan that such Designating Lender would otherwise be obligated to make to the Borrower pursuant to this Credit Agreement; provided that (I) nothing herein shall constitute a commitment by any SPV to make any Loan, (II) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Designating Lender shall be obligated to make such Loan pursuant to the terms hereof, (III) the Designating Lender shall remain liable for any indemnity or other payment obligation with respect to its Commitment hereunder and (IV) each such SPV would satisfy the requirements of Section 3.10 if such SPV was a Lender hereunder. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Designating Lender to the same extent, and as if, such Loan were made by such Designating Lender. (ii) As to any Loans or portion thereof made by it, each SPV shall have all the rights that a Lender making such Loans or portion thereof would have had under this Credit Agreement; provided, however that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Credit Agreement. No additional Note shall be required to evidence the Loans On or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note as agent for such SPV to the extent of the Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV. (iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Designating Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to after the date that is one year 10 Business Days after such notice, upon delivery to the Agent and one day after each Lender of a Designation Agreement duly executed by the payment Company and the respective Subsidiary and substantially in full the form of Exhibit D hereto, such Subsidiary shall thereupon become a “Designated Subsidiary” for purposes of this Agreement and, as such, shall have all of the rights and obligations of a Borrower hereunder. The Agent shall promptly notify each Lender of the Company’s notice of such pending designation by the Company and the identity of the respective Subsidiary. Following the giving of any notice pursuant to this Section 9.09(a), if the designation of such Designated Subsidiary obligates the Agent or any Lender to comply with “know your customer” or similar identification procedures (including without limitation the Beneficial Ownership Regulation) in circumstances where the necessary information is not already available to it, the Company shall, promptly upon the request of the Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Agent or any Lender in order for the Agent or such Lender to carry out and be satisfied it has complied with the results of all outstanding prior indebtedness of necessary “know your customer” or other similar checks under all applicable laws and regulations. If the Company shall designate as a Borrower hereunder any SPV, it will Subsidiary not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings organized under the laws of the United States or any State thereof. (iv) In addition, notwithstanding anything any Lender may, with notice to the contrary contained Agent and the Company, fulfill its Commitment by causing an Affiliate of such Lender organized in this Section 10.3 the same jurisdiction as such Designated Subsidiary or otherwise another foreign jurisdiction agreed to by such Lender and the Company, to act as the Lender in this Credit Agreementrespect of such Designated Subsidiary. As soon as practicable after receiving notice from the Company or the Agent of the Company’s intent to designate a Subsidiary as a Designated Subsidiary, and in any event no later than five Business Days after the delivery of such notice, for a Designated Subsidiary that is organized under the laws of a jurisdiction other than of the United States or a political subdivision thereof, any SPV Lender that may (I) at any time and without paying any processing fee therefornot legally lend to, assign or participate all or a portion of its interest in any Loans to the Designating Lender (or to any other SPV of such Designating Lender) or to any financial institutions providing liquidity and/or establish credit support to or for the account of and/or do any business whatsoever with such SPV Designated Subsidiary directly or through an Affiliate of such Lender as provided in the immediately preceding paragraph (a “Protesting Lender”) shall so notify the Company and the Agent in writing. With respect to support each Protesting Lender, the funding Company shall, effective on or maintenance before the date that such Designated Subsidiary shall have the right to borrow hereunder, either (A) notify the Agent and such Protesting Lender that the Commitments of Loans such Protesting Lender shall be terminated or assigned to a Lender or an Eligible Assignee that is not a Protesting Lender; provided that such Protesting Lender shall have received payment of an amount equal to the outstanding principal of its Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (IIto the extent of such outstanding principal and accrued interest and fees) disclose on or the Company or the relevant Designated Subsidiary (in the case of all other amounts), or (B) cancel its request to designate such Subsidiary as a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPV. This Section 10.3 may not be amended without the written consent of any Designating Lender affected thereby“Designated Subsidiary” hereunder.

Designation. (i) Notwithstanding anything to the contrary contained hereinThe Company may at any time, any Lender (a "Designating Lender") may grant to one or more special purpose funding vehicles (each, an "SPV"), identified as such in writing and from time to time by time, upon not less than 15 Business Days’ notice in the Designating Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part case of any Loan Subsidiary so designated after the Effective Date, notify the Agent that such Designating Lender would otherwise be obligated the Company intends to make to the Borrower pursuant to designate a Subsidiary as a “Designated Subsidiary” for purposes of this Credit Agreement; provided that (I) nothing herein shall constitute a commitment by any SPV to make any Loan, (II) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Designating Lender shall be obligated to make such Loan pursuant to the terms hereof, (III) the Designating Lender shall remain liable for any indemnity or other payment obligation with respect to its Commitment hereunder and (IV) each such SPV would satisfy the requirements of Section 3.10 if such SPV was a Lender hereunder. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Designating Lender to the same extent, and as if, such Loan were made by such Designating Lender. (ii) As to any Loans or portion thereof made by it, each SPV shall have all the rights that a Lender making such Loans or portion thereof would have had under this Credit Agreement; provided, however that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Credit Agreement. No additional Note shall be required to evidence the Loans On or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note as agent for such SPV to the extent of the Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV. (iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Designating Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to after the date that is one year 15 Business Days after such notice, upon delivery to the Agent and one day each Lender of a Designation Agreement duly executed by the Company and the respective Subsidiary and substantially in the form of Exhibit F hereto, such Subsidiary shall thereupon become a “Designated Subsidiary” for all purposes of this Agreement, and, upon fulfillment of the applicable conditions set forth in Section 3.02 and after such Designation Agreement is accepted by the payment Agent, such Subsidiary shall thereupon become a Designated Subsidiary for all purposes of this Agreement and, as such, shall have all of the rights and obligations of a Borrower hereunder. The Agent shall promptly notify each Lender of the Company’s notice of such pending designation by the Company and the identity of the respective Subsidiary. Following the giving of any notice pursuant to this Section 9.09(a), if the designation of such Designated Subsidiary obligates the Agent or any Lender to comply with “know your customer” or similar identification procedures in full circumstances where the necessary information is not already available to it, the Company shall, promptly upon the request of the Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Agent or any Lender in order for the Agent or such Lender to carry out and be satisfied it has complied with the results of all outstanding prior indebtedness of necessary “know your customer” or other similar checks under all applicable laws and regulations. If the Company shall designate as a Designated Subsidiary hereunder any SPV, it will Subsidiary not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings organized under the laws of the United States or any State thereof. (iv) In addition, notwithstanding anything any Lender may, with notice to the contrary contained Agent and the Company, fulfill its Commitment by causing a branch or an Affiliate of such Lender to act as the Lender in this Section 10.3 respect of such Designated Subsidiary. As soon as practicable after receiving notice from the Company or otherwise the Agent of the Company’s intent to designate a Subsidiary as a Designated Borrower, and in this Credit Agreementany event no later than ten Business Days after the delivery of such notice, for a Designated Subsidiary that is organized under the laws of a jurisdiction other than of the United States or a political subdivision thereof, any SPV Lender that may (I) at any time and without paying any processing fee therefornot legally lend to, assign or participate all or a portion of its interest in any Loans to the Designating Lender (or to any other SPV of such Designating Lender) or to any financial institutions providing liquidity and/or establish credit support to or for the account of and/or do any business whatsoever with such SPV Designated Subsidiary directly or through an Affiliate of such Lender as provided in the immediately preceding paragraph or for which such Designated Subsidiary is against such Lender’s internal policies (a “Protesting Lender”) shall so notify the Company and the Agent in writing. With respect to support each Protesting Lender, the funding Company shall, effective on or maintenance before the date that such Designated Subsidiary shall have the right to borrow hereunder, either (A) notify the Agent and such Protesting Lender that the Commitments of Loans such Protesting Lender shall be terminated; provided that such Protesting Lender shall have received payment of an amount equal to the outstanding principal of its Advances and/or Letter of Credit reimbursement obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (IIto the extent of such outstanding principal and accrued interest and fees) disclose on or the Company or the relevant Designated Subsidiary (in the case of all other amounts), or (B) cancel its request to designate such Subsidiary as a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPV. This Section 10.3 may not be amended without the written consent of any Designating Lender affected thereby“Designated Subsidiary” hereunder.

Designation. Subject to any applicable limitations set forth herein and in the other Loan Documents, the Company may at any time, and from time to time, by delivery to the Agent of a Borrower Designation Agreement duly executed by the Company and a specified Wholly-Owned Subsidiary, in substantially the form of Exhibit J hereto, designate such Subsidiary as a “Borrower” for purposes of this Agreement and the Revolving Credit Facilities hereunder (provided, that, in any event, a Domestic Subsidiary may only become a Borrower under the US Revolving Credit Facility, and a Foreign Subsidiary may only become a Borrower under the Multicurrency Revolving Credit Facility), and such designation shall become effective upon the execution and delivery to the Agent (each in form and substance reasonably satisfactory to the Agent) of (i) Notwithstanding anything the aforementioned executed Borrower Designation Agreement, (ii) a loan certificate of such Subsidiary, in substantially the form of Exhibit F hereto, and including the attachments thereto specified in Section 3.01(c) hereof, (iii) all amendments or joinders to any Notes issued under the applicable Revolving Credit Facility, (iv) if such Subsidiary is not already a Guarantor, all Collateral Documents, guarantees and other documents and instruments as such Subsidiary shall be required to deliver to become a Guarantor (v) all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations and (vi) reaffirmations of their respective guarantees by each Guarantor of the Obligations under the applicable Revolving Credit Facility; provided that, to the contrary contained hereinextent any proposed Designated Borrower is not organized under the law of Australia, Canada, Japan, Luxembourg the Netherlands or any state of the U.S., the Agent shall have received tax and regulatory advice satisfactory to the Agent (on the basis of the effect on the Revolving Credit Lenders) in respect of such proposed Designated Borrower becoming a Borrower hereunder and the Loan Parties shall enter into an amendment as reasonably requested by the Agent in connection therewith. The Agent shall promptly notify each Lender of each such designation by the Company and the identity of the respective Subsidiary. As soon as practicable and in any event within five Business Days after notice of the designation under Section 9.09(a) of a Designated Borrower that is organized under the laws of a jurisdiction other than of the United States, Australia, Canada, Japan, Luxembourg, the Netherlands or a political subdivision thereof, any Lender that may not legally lend to, or whose internal policies, consistently applied, preclude lending to, such Designated Borrower (a "Designating “Protesting Lender"”) may grant shall so notify the Company and the Agent in writing. With respect to one each Protesting Lender, the Company shall, effective on or more special purpose funding vehicles before the date that such Designated Borrower shall have the right to borrow hereunder, either (each, an "SPV"), identified as A) (i) replace such Protesting Lender in writing from time to time by accordance with Section 2.20 or (ii) notify the Designating Lender to the Administrative Agent and such Protesting Lender that the Borrower, the option to provide to the Borrower all or any part Commitments of any Loan that such Designating Protesting Lender would otherwise shall be obligated to make to the Borrower pursuant to this Credit Agreementterminated; provided that (I) nothing herein shall constitute a commitment by any SPV to make any Loan, (II) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Designating Lender shall be obligated to make such Loan pursuant to the terms hereof, (IIIx) the Designating Lender shall remain liable for any indemnity or other payment obligation with respect to its Commitment hereunder and (IV) each such SPV would satisfy the requirements of Section 3.10 if such SPV was a Lender hereunder. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Designating Lender to the same extent, and as if, such Loan were made by such Designating Lender. (ii) As to any Loans or portion thereof made by it, each SPV Company shall have all received the rights that a Lender making such Loans or portion thereof would have had under this Credit Agreement; provided, however that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Credit Agreement. No additional Note shall be required to evidence the Loans or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note as agent for such SPV to the extent of the Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV. (iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Designating Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding prior indebtedness of any SPV, it will not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States or any State thereof. (iv) In addition, notwithstanding anything to the contrary contained in this Section 10.3 or otherwise in this Credit Agreement, any SPV may (I) at any time and without paying any processing fee therefor, assign or participate all or a portion of its interest in any Loans to the Designating Lender (or to any other SPV of such Designating Lender) or to any financial institutions providing liquidity and/or credit support to or for the account of such SPV to support the funding or maintenance of Loans and (II) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPV. This Section 10.3 may not be amended without the written consent of any Designating the Administrative Agent, which consent shall not unreasonably be withheld and (y) such Protesting Lender affected therebyshall have received payment of an amount equal to the aggregate outstanding principal amount of its Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder or (B) cancel its request to designate such Subsidiary as a “Designated Borrower” hereunder.

Designation. (i) Notwithstanding anything The Company may at any time, and from time to time, upon not less than 15 Business Days’ notice, notify the Agent that the Company intends to designate a Subsidiary as a “Designated Subsidiary” for purposes of this Agreement. On or after the date that is 15 Business Days after such notice, upon delivery to the contrary contained hereinAgent and each Lender of a Designation Letter duly executed by the Company and the respective Subsidiary and substantially in the form of Exhibit E hereto, such Subsidiary shall thereupon become a “Designated Subsidiary” for purposes of this Agreement and, as such, shall have all of the rights and obligations of a Borrower hereunder. The Agent shall promptly notify each Lender of the Company’s notice of such pending designation by the Company and the identity of the respective Subsidiary. Following the giving of any notice pursuant to this Section 9.08(a), if the designation of such Designated Subsidiary obligates the Agent or any Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Company shall, promptly upon the request of the Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Agent or any Lender in order for the Agent or such Lender to carry out and be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under all applicable laws and regulations. In the case of a Designated Subsidiary that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a duly executed and completed Beneficial Ownership Certification shall be delivered to each Lender that so requests. If the Company shall designate as a Designated Subsidiary hereunder any Subsidiary organized under the laws of a jurisdiction outside of the United States, any Lender (a "Designating Lender") may grant to one or more special purpose funding vehicles (eachmay, an "SPV"), identified as such in writing from time to time by the Designating Lender with notice to the Administrative Agent and the BorrowerCompany, the option to provide to the Borrower all or any part of any Loan that such Designating Lender would otherwise be obligated to make to the Borrower pursuant to this Credit Agreement; provided that (I) nothing herein shall constitute a commitment fulfill its Commitment by any SPV to make any Loan, (II) if causing an SPV elects not to exercise such option or otherwise fails to provide all or any part Affiliate of such Loan, the Designating Lender shall be obligated to make such Loan pursuant to the terms hereof, (III) the Designating Lender shall remain liable for any indemnity or other payment obligation with respect to its Commitment hereunder and (IV) each such SPV would satisfy the requirements of Section 3.10 if such SPV was a Lender hereunder. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Designating Lender to organized in the same extentjurisdiction as such Designated Subsidiary or another foreign jurisdiction agreed to by such Lender and the Company, to act as the Lender in respect of such Designated Subsidiary, and as ifsuch Lender shall, such Loan were made by such Designating Lender. (ii) As to any Loans or portion thereof made by it, each SPV shall have all the rights that a Lender making such Loans or portion thereof would have had under this Credit Agreement; provided, however that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Credit Agreement. No additional Note shall be required to evidence the Loans or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note as agent for such SPV to the extent of Advances made to such Designated Subsidiary, be deemed for all purposes hereof to have satisfied its Commitment hereunder in respect of such Designated Subsidiary. As soon as practicable after receiving notice from the Loans Company or portion thereof funded by the Agent of the Company’s intent to designate a Subsidiary as a Designated Subsidiary, and in any event no later than five Business Days after the delivery of such SPV. In additionnotice, for a Designated Subsidiary that is organized under the laws of a jurisdiction outside of the United States, any payments Lender that may not legally lend to, establish credit for the account of and/or do any SPV shall be paid to its Designating business whatsoever with such Designated Subsidiary directly or through an Affiliate of such Lender as agent for such SPV. provided in the immediately preceding paragraph (iiia “Protesting Lender”) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, notify the Company and the Agent in writing. With respect to the extenteach Protesting Lender, the Designating Lender provides such indemnity Company shall, effective on or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to before the date that is one year such Designated Subsidiary shall have the right to borrow hereunder, either (A) notify the Agent and one day after such Protesting Lender that the Commitments of such Protesting Lender shall be terminated; provided that such Protesting Lender shall have received payment of an amount equal to the outstanding principal of its Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder including any amounts due under Section 9.04(d), from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company or the relevant Designated Subsidiary (in full the case of all outstanding prior indebtedness of any SPV, it will not institute againstother amounts), or join any other person in instituting against, (B) cancel its request to designate such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States or any State thereofSubsidiary as a “Designated Subsidiary” hereunder. (iv) In addition, notwithstanding anything to the contrary contained in this Section 10.3 or otherwise in this Credit Agreement, any SPV may (I) at any time and without paying any processing fee therefor, assign or participate all or a portion of its interest in any Loans to the Designating Lender (or to any other SPV of such Designating Lender) or to any financial institutions providing liquidity and/or credit support to or for the account of such SPV to support the funding or maintenance of Loans and (II) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPV. This Section 10.3 may not be amended without the written consent of any Designating Lender affected thereby.

Designation. (i) Notwithstanding anything to the contrary contained hereinThe Company may at any time, any Lender (a "Designating Lender") may grant to one or more special purpose funding vehicles (each, an "SPV"), identified as such in writing and from time to time by time, upon not less than 15 Business Days’ notice in the Designating Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part case of any Loan Subsidiary so designated after the Effective Date, notify the Agent that such Designating Lender would otherwise be obligated the Company intends to make to the Borrower pursuant to designate a Subsidiary as a “Designated Subsidiary” for purposes of this Credit Agreement; provided that (I) nothing herein shall constitute a commitment by any SPV to make any Loan, (II) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Designating Lender shall be obligated to make such Loan pursuant to the terms hereof, (III) the Designating Lender shall remain liable for any indemnity or other payment obligation with respect to its Commitment hereunder and (IV) each such SPV would satisfy the requirements of Section 3.10 if such SPV was a Lender hereunder. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Designating Lender to the same extent, and as if, such Loan were made by such Designating Lender. (ii) As to any Loans or portion thereof made by it, each SPV shall have all the rights that a Lender making such Loans or portion thereof would have had under this Credit Agreement; provided, however that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Credit Agreement. No additional Note shall be required to evidence the Loans On or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note as agent for such SPV to the extent of the Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV. (iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Designating Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to after the date that is one year 15 Business Days after such notice, upon delivery to the Agent of a Designation Letter duly executed by the Company and one day after the payment respective Subsidiary and substantially in full the form of Exhibit D hereto, such Subsidiary shall thereupon become a “Designated Subsidiary” and a “Borrower” for purposes of this Agreement and, as such, shall (i) have all of the rights and obligations of a Borrower hereunder and (ii) become a Borrower hereunder as if initially named herein as such. The Agent shall promptly notify each Lender of the Company’s notice of such pending designation by the Company and the identity of the respective Subsidiary. Following the giving of any notice pursuant to this Section 9.09(a), if the designation of such Designated Subsidiary obligates the Agent or any Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Company shall, promptly upon the request of the Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Agent or any Lender in order for the Agent or such Lender to carry out and be satisfied it has complied with the results of all outstanding prior indebtedness of necessary “know your customer” or other similar checks under all applicable laws and regulations and a Beneficial Ownership Certification if such Designated Subsidiary qualifies as a “legal entity customer” under the Beneficial Ownership Regulation. If the Company shall designate as a Designated Subsidiary hereunder any SPV, it will Subsidiary not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings organized under the laws of the United States or any State thereof. (iv) In addition, notwithstanding anything any Lender may, with notice to the contrary contained Agent and the Company, fulfill its Commitment by causing another of its offices or branches or an Affiliate of such Lender to act as the Lender in this Section 10.3 respect of such Designated Subsidiary. As soon as practicable after receiving notice from the Company or otherwise the Agent of the Company’s intent to designate a Subsidiary as a Designated Subsidiary, and in this Credit Agreementany event no later than five Business Days after the delivery of such notice, for a Designated Subsidiary that is organized under the laws of a jurisdiction other than the United States or any state or political subdivision thereof, any SPV Lender that may (I) at any time and without paying any processing fee therefornot legally lend to, assign or participate all or a portion of its interest in any Loans to the Designating Lender (or to any other SPV of such Designating Lender) or to any financial institutions providing liquidity and/or establish credit support to or for the account of and/or do any business whatsoever with such SPV Designated Subsidiary directly or through an Affiliate of such Lender as provided in the immediately preceding paragraph (a “Protesting Lender”) shall so notify the Company and the Agent in writing. With respect to support each Protesting Lender, the funding Company shall, effective on or maintenance before the date that such Designated Subsidiary shall have the right to borrow hereunder, either notify the Agent and such Protesting Lender that the Commitments of Loans such Protesting Lender shall be terminated; provided that such Protesting Lender shall have received payment of an amount equal to the outstanding principal of its Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (IIto the extent of such outstanding principal and accrued interest and fees) disclose on or the Company or the relevant Designated Subsidiary (in the case of all other amounts), or cancel its request to designate such Subsidiary as a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPV. This Section 10.3 may not be amended without the written consent of any Designating Lender affected thereby“Designated Subsidiary” hereunder.

Designation. (i) Notwithstanding anything to the contrary contained herein, PPG may at any Lender (a "Designating Lender") may grant to one or more special purpose funding vehicles (each, an "SPV"), identified as such in writing time and from time to time time, and, if after the Effective Date, upon not less than 15 Business Days’ prior notice, by the Designating Lender delivery to the Administrative Agent and each Lender of a Designation Letter, duly executed by PPG and a Wholly-owned Restricted Subsidiary and in substantially the Borrowerform of Exhibit D hereto, designate such Subsidiary as a “Designated Subsidiary” for all purposes of this Agreement, and, upon fulfillment of the option to provide to applicable conditions set forth in Article III and after such Designation Letter is accepted by the Administrative Agent, such Subsidiary shall thereupon become a Designated Subsidiary for all purposes of this Agreement and, as such, shall have all of the rights and obligations of a Borrower all or any part hereunder. The Administrative Agent shall promptly notify each Lender of each such designation by PPG and the identity of each such Designated Subsidiary. Following the giving of any Loan that such Designating Lender would otherwise be obligated to make to the Borrower notice pursuant to this Credit Agreement; provided that (I) nothing herein shall constitute a commitment by any SPV to make any LoanSection 9.14(a), (II) if an SPV elects not to exercise the designation of such option or otherwise fails to provide all Designated Subsidiary obligates the Administrative Agent or any part Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, PPG shall, promptly upon the request of the Administrative Agent or any Lender, supply such Loan, documentation and other evidence as is reasonably requested by the Designating Administrative Agent or any Lender shall in order for the Administrative Agent or such Lender to carry out and be obligated to make such Loan pursuant to satisfied it has complied with the terms hereof, (III) the Designating Lender shall remain liable for any indemnity results of all necessary “know your customer” or other payment obligation with respect to its Commitment similar checks under all applicable laws and regulations. If PPG shall designate as a Designated Subsidiary hereunder and (IV) each such SPV would satisfy the requirements of Section 3.10 if such SPV was a Lender hereunder. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Designating Lender to the same extent, and as if, such Loan were made by such Designating Lender. (ii) As to any Loans or portion thereof made by it, each SPV shall have all the rights that a Lender making such Loans or portion thereof would have had under this Credit Agreement; provided, however that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Credit Agreement. No additional Note shall be required to evidence the Loans or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note as agent for such SPV to the extent of the Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV. (iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Designating Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding prior indebtedness of any SPV, it will Subsidiary not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings organized under the laws of the United States or any State thereof. (iv) In addition, notwithstanding anything any Lender may, at its option, with notice to the contrary contained Administrative Agent and PPG, make any Advance available to such Designated Subsidiary by causing any foreign or domestic branch or Affiliate of such Lender to make such Advance; provided that any exercise of such option shall not affect the obligation of such Designated Subsidiary to repay such Advance in accordance with the terms of this Agreement. As soon as practicable after receiving notice from PPG or the Administrative Agent of PPG’s intent to designate a Subsidiary as a Designated Subsidiary and in any event at least 10 Business Days prior to the delivery of an executed Designation Letter to the Administrative Agent pursuant to this Section 10.3 9.14(a), for a Designated Subsidiary (other than a Pre-Approved Designated Subsidiary) that is organized under the laws of a jurisdiction other than of the United States or otherwise in this Credit Agreementa political subdivision thereof, any SPV Lender that may (I) at any time and without paying any processing fee therefornot legally, assign or participate all or a portion of its interest in any Loans will be subject to the Designating Lender (or to any other SPV of such Designating Lender) or to any financial institutions providing liquidity and/or increased costs, including taxes, if required to, lend to, establish credit support to or for the account of and/or do any business whatsoever with such SPV to support Designated Subsidiary directly or through an Affiliate of such Lender as provided in the funding immediately preceding paragraph or maintenance of Loans and (II) disclose on a confidential basis has internal policies that preclude any non-public information relating to its Loans to any rating agencysuch lending, commercial paper dealer or provider of any surety, guarantee or establishing credit or liquidity enhancements and/or doing business with respect to such SPVDesignated Subsidiary because of its jurisdiction of organization (a “Protesting Lender”) shall so notify PPG and the Administrative Agent in writing. This Section 10.3 may not With respect to each Protesting Lender, PPG shall, effective on or before the date that such Designated Subsidiary shall have the right to borrow hereunder, either (i) notify the Administrative Agent and such Protesting Lender that the Commitments of such Protesting Lender shall be amended without terminated; provided that such Protesting Lender shall have received payment of an amount equal to the written consent outstanding principal of any Designating Lender affected therebyits Advances and/or Letter of Credit reimbursement obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or PPG or the relevant Designated Subsidiary (in the case of all other amounts), or (ii) cancel its request to designate such Subsidiary as a “Designated Subsidiary” hereunder.

Designation. (i) Notwithstanding anything to the contrary contained hereinThe Company may at any time, any Lender (a "Designating Lender") may grant to one or more special purpose funding vehicles (each, an "SPV"), identified as such in writing and from time to time by time, upon not less than 15 Business Days’ notice, notify the Designating Lender Agent that the Company intends to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part designate a Subsidiary as a "Designated Subsidiary" for purposes of any Loan that such Designating Lender would otherwise be obligated to make to the Borrower pursuant to this Credit Agreement; provided that (I) nothing herein shall constitute a commitment by any SPV to make any Loan, (II) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Designating Lender shall be obligated to make such Loan pursuant to the terms hereof, (III) the Designating Lender shall remain liable for any indemnity or other payment obligation with respect to its Commitment hereunder and (IV) each such SPV would satisfy the requirements of Section 3.10 if such SPV was a Lender hereunder. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Designating Lender to the same extent, and as if, such Loan were made by such Designating Lender. (ii) As to any Loans or portion thereof made by it, each SPV shall have all the rights that a Lender making such Loans or portion thereof would have had under this Credit Agreement; provided, however that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Credit Agreement. No additional Note shall be required to evidence the Loans On or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note as agent for such SPV to the extent of the Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV. (iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Designating Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to after the date that is one year 15 Business Days after such notice, upon delivery to the Agent and one day after each Lender of a Designation Letter duly executed by the payment Company and the respective Subsidiary and substantially in full the form of Exhibit E hereto, such Subsidiary shall thereupon become a "Designated Subsidiary" for purposes of this Agreement and, as such, shall have all of the rights and obligations of a Borrower hereunder. The Agent shall promptly notify each Lender of the Company’s notice of such pending designation by the Company and the identity of the respective Subsidiary. Following the giving of any notice pursuant to this Section 9.08(a), if the designation of such Designated Subsidiary obligates the Agent or any Lender to comply with "know your customer" or similar identification procedures in circumstances where the necessary information is not already available to it, the Company shall, promptly upon the request of the Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Agent or any Lender in order for the Agent or such Lender to carry out and be satisfied it has complied with the results of all outstanding prior indebtedness of necessary "know your customer" or other similar checks under all applicable laws and regulations. If the Company shall designate as a Designated Subsidiary hereunder any SPV, it will Subsidiary not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings organized under the laws of the United States or any State thereof. (iv) In addition, notwithstanding anything any Lender may, with notice to the contrary contained Agent and the Company, fulfill its Commitment by causing an Affiliate of such Lender organized in this Section 10.3 the same jurisdiction as such Designated Subsidiary or otherwise another foreign jurisdiction agreed to by such Lender and the Company, to act as the Lender in this Credit Agreementrespect of such Designated Subsidiary, and such Lender shall, to the extent of Advances made to such Designated Subsidiary, be deemed for all purposes hereof to have satisfied its Commitment hereunder in respect of such Designated Subsidiary. As soon as practicable after receiving notice from the Company or the Agent of the Company's intent to designate a Subsidiary as a Designated Subsidiary, and in any event no later than five Business Days after the delivery of such notice, for a Designated Subsidiary that is organized under the laws of a jurisdiction other than of the United States or a political subdivision thereof, any SPV Lender that may (I) at any time and without paying any processing fee therefornot legally lend to, assign or participate all or a portion of its interest in any Loans to the Designating Lender (or to any other SPV of such Designating Lender) or to any financial institutions providing liquidity and/or establish credit support to or for the account of and/or do any business whatsoever with such SPV Designated Subsidiary directly or through an Affiliate of such Lender as provided in the immediately preceding paragraph (a "Protesting Lender") shall so notify the Company and the Agent in writing. With respect to support each Protesting Lender, the funding Company shall, effective on or maintenance before the date that such Designated Subsidiary shall have the right to borrow hereunder, either (A) notify the Agent and such Protesting Lender that the Commitments of Loans such Protesting Lender shall be terminated; provided that such Protesting Lender shall have received payment of an amount equal to the outstanding principal of its Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (IIto the extent of such outstanding principal and accrued interest and fees) disclose on or the Company or the relevant Designated Subsidiary (in the case of all other amounts), or (B) cancel its request to designate such Subsidiary as a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPV. This Section 10.3 may not be amended without the written consent of any Designating Lender affected thereby"Designated Subsidiary" hereunder.

Designation. (i) Notwithstanding anything to the contrary contained hereinThe Parent Borrower may at any time, any Lender (a "Designating Lender") may grant to one or more special purpose funding vehicles (each, an "SPV"), identified as such in writing and from time to time after the Closing Date, by the Designating Lender delivery to the Administrative Agent of a Designation Agreement duly executed by the Parent Borrower and the Borrowerrespective Subsidiary and substantially in the form of Exhibit D hereto, designate any wholly-owned Subsidiary as a “Designated Subsidiary” for purposes of this Agreement and such Subsidiary shall thereupon become a “Designated Subsidiary” for purposes of this Agreement and, as such, shall have all of the option to provide to the rights and obligations of a Borrower all or any part of any Loan that such Designating Lender would otherwise be obligated to make to the Borrower pursuant to this Credit Agreement; provided that (I) nothing herein shall constitute a commitment by any SPV to make any Loan, (II) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Designating Lender shall be obligated to make such Loan pursuant to the terms hereof, (III) the Designating Lender shall remain liable for any indemnity or other payment obligation with respect to its Commitment hereunder and (IV) each such SPV would satisfy the requirements of Section 3.10 if such SPV was a Lender hereunder. The making Administrative Agent shall promptly notify each Lender of a Loan each such designation by an SPV hereunder shall utilize the Commitment Parent Borrower and the identity of the Designating respective Subsidiary. Notwithstanding the foregoing, (a) no Lender to the same extent, and as if, such Loan were made by such Designating Lender. (ii) As to any Loans or portion thereof made by it, each SPV shall have all the rights that a Lender making such Loans or portion thereof would have had under this Credit Agreement; provided, however that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Credit Agreement. No additional Note Issuing Bank shall be required to evidence make Advances to, or issue Letters of Credit for, a Designated Subsidiary in the Loans event that the making of such Advances or portion thereof made by an SPV; issuance of such Letters of Credit would or could reasonably be expected to breach, violate or otherwise be inconsistent with any internal policy (other than with respect to Designated Subsidiaries formed under the laws of any nation that is a member of the Organization for Economic Cooperation and Development as of the related Designating date hereof), law or regulation to which such Lender or Issuing Bank is, or would be upon the making of such Advance or issuance of such Letters of Credit, subject and (b) no Term Lender shall be deemed required to hold its Note as agent for such SPV make any Term Loan to the extent of the Loans or portion thereof funded by such SPVa Designated Subsidiary. In addition, each Lender shall have the right to make any payments for the account of Advances to any SPV shall be paid to its Designating Lender as agent for such SPV. (iii) Each party hereto hereby agrees Designated Subsidiary that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which is a Lender would otherwise be liable for so long as, and to the extent, the Designating Lender provides such indemnity or makes such payment. In furtherance Foreign Subsidiary of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding prior indebtedness of any SPV, it will not institute against, Parent Borrower through an affiliate or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States or any State thereof. (iv) In addition, notwithstanding anything to the contrary contained in this Section 10.3 or otherwise in this Credit Agreement, any SPV may (I) at any time and without paying any processing fee therefor, assign or participate all or a portion of its interest in any Loans to the Designating Lender (or to any other SPV non-U.S. branch of such Designating Lender) Lender designated by such Lender at its sole option; provided such designation and Advance does not, in and of itself, subject the Borrowers to greater costs pursuant to Section 2.12 or to any financial institutions providing liquidity and/or credit support to or for the account of 2.15 than would have been payable if such SPV to support the funding or maintenance of Loans and (II) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to Lender made such SPV. This Section 10.3 may not be amended without the written consent of any Designating Lender affected therebyAdvance directly.

Designation. (i) Notwithstanding anything to the contrary contained hereinThe Company may at any time, any Lender (a "Designating Lender") may grant to one or more special purpose funding vehicles (each, an "SPV"), identified as such in writing and from time to time by time, upon not less than 15 Business Days’ notice in the Designating Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part case of any Loan Subsidiary so designated after the Effective Date, notify the Agent that such Designating Lender would otherwise be obligated the Company intends to make to the Borrower pursuant to designate a Subsidiary as a “Designated Subsidiary” for purposes of this Credit Agreement; provided that (I) nothing herein shall constitute a commitment by any SPV to make any Loan, (II) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Designating Lender shall be obligated to make such Loan pursuant to the terms hereof, (III) the Designating Lender shall remain liable for any indemnity or other payment obligation with respect to its Commitment hereunder and (IV) each such SPV would satisfy the requirements of Section 3.10 if such SPV was a Lender hereunder. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Designating Lender to the same extent, and as if, such Loan were made by such Designating Lender. (ii) As to any Loans or portion thereof made by it, each SPV shall have all the rights that a Lender making such Loans or portion thereof would have had under this Credit Agreement; provided, however that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Credit Agreement. No additional Note shall be required to evidence the Loans On or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note as agent for such SPV to the extent of the Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV. (iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Designating Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to after the date that is one year 15 Business Days after such notice, upon delivery to the Agent of a Designation Letter duly executed by the Company and one day after the payment respective Subsidiary and substantially in full the form of Exhibit D hereto, such Subsidiary shall thereupon become a “Designated Subsidiary” for purposes of this Agreement and, as such, shall have all of the rights and obligations of a Borrower hereunder. The Agent shall promptly notify each Lender of the Company’s notice of such pending designation by the Company and the identity of the respective Subsidiary. Following the giving of any notice pursuant to this Section 9.09(a), if the designation of such Designated Subsidiary obligates the Agent or any Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Company shall, promptly upon the request of the Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Agent or any Lender in order for the Agent or such Lender to carry out and be satisfied it has complied with the results of all outstanding prior indebtedness of necessary “know your customer” or other similar checks under all applicable laws and regulations. If the Company shall designate as a Designated Subsidiary hereunder any SPV, it will Subsidiary not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings organized under the laws of the United States or any State thereof. (iv) In addition, notwithstanding anything any Lender may, with notice to the contrary contained Agent and the Company, fulfill its Commitment by causing another of its offices or branches or an Affiliate of such Lender to act as the Lender in this Section 10.3 respect of such Designated Subsidiary. As soon as practicable after receiving notice from the Company or otherwise the Agent of the Company’s intent to designate a Subsidiary as a Designated Subsidiary, and in this Credit Agreementany event no later than five Business Days after the delivery of such notice, for a Designated Subsidiary that is organized under the laws of a jurisdiction other than of the United States or a political subdivision thereof, any SPV Lender that may (I) at any time and without paying any processing fee therefornot legally lend to, assign or participate all or a portion of its interest in any Loans to the Designating Lender (or to any other SPV of such Designating Lender) or to any financial institutions providing liquidity and/or establish credit support to or for the account of and/or do any business whatsoever with such SPV Designated Subsidiary directly or through an Affiliate of such Lender as provided in the immediately preceding paragraph (a “Protesting Lender”) shall so notify the Company and the Agent in writing. With respect to support each Protesting Lender, the funding Company shall, effective on or maintenance before the date that such Designated Subsidiary shall have the right to borrow hereunder, either (A) notify the Agent and such Protesting Lender that the Commitments of Loans such Protesting Lender shall be terminated; provided that such Protesting Lender shall have received payment of an amount equal to the outstanding principal of its Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (IIto the extent of such outstanding principal and accrued interest and fees) disclose on or the Company or the relevant Designated Subsidiary (in the case of all other amounts), or (B) cancel its request to designate such Subsidiary as a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPV. This Section 10.3 may not be amended without the written consent of any Designating Lender affected thereby“Designated Subsidiary” hereunder.

Designation. (i) Notwithstanding anything to the contrary contained hereinThe Company may at any time, any Lender (a "Designating Lender") may grant to one or more special purpose funding vehicles (each, an "SPV"), identified as such in writing and from time to time by time, upon not less than five Business Days notice (or ten Business Days notice in the Designating Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part case of any Loan that such Designating Lender would otherwise be obligated to make to the Borrower pursuant to this Credit Agreement; provided that (I) nothing herein shall constitute a commitment by any SPV to make any Loan, (II) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Designating Lender shall be obligated to make such Loan pursuant to the terms hereof, (III) the Designating Lender shall remain liable for any indemnity or other payment obligation with respect to its Commitment hereunder and (IV) each such SPV would satisfy the requirements of Section 3.10 if such SPV was a Lender hereunder. The making Subsidiary organized under laws of a Loan by an SPV hereunder shall utilize the Commitment jurisdiction outside of the Designating Lender United States), notify the Agent that the Company intends to the same extent, and designate a Subsidiary as if, such Loan were made by such Designating Lender. (ii) As to any Loans or portion thereof made by it, each SPV shall have all the rights that a Lender making such Loans or portion thereof would have had under “Designated Subsidiary” for purposes of this Credit Agreement; provided, however that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Credit Agreement. No additional Note shall be required to evidence the Loans On or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note as agent for such SPV to the extent of the Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV. (iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Designating Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to after the date that is one year five Business Days after such notice (or ten Business Days notice in the case of any Subsidiary organized under laws of a jurisdiction outside of the United States), upon delivery to the Agent and one day each Lender of a Designation Letter duly executed by the Company and the respective Subsidiary and substantially in the form of Exhibit E hereto, such Subsidiary shall thereupon become a “Designated Subsidiary” for all purposes of this Agreement, and, upon fulfillment of the applicable conditions set forth in Section 3.02 and after such Designation Letter is accepted by the payment Agent, such Subsidiary shall thereupon become a Designated Subsidiary for all purposes of this Agreement and, as such, shall have all of the rights and obligations of a Borrower hereunder. The Agent shall promptly notify each Lender of the Company’s notice of such pending designation by the Company and the identity of the respective Subsidiary. Following the giving of any notice pursuant to this Section 9.08(a), if the designation of such Designated Subsidiary obligates the Agent or any Lender to comply with “know your customer” or similar identification procedures in full circumstances where the necessary information is not already available to it, the Company shall, promptly upon the request of the Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Agent or any Lender in order for the Agent or such Lender to carry out and be satisfied it has complied with the results of all outstanding prior indebtedness of necessary “know your customer” or other similar checks under all applicable laws and regulations. If the Company shall designate as a Designated Subsidiary hereunder any SPV, it will Subsidiary not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings organized under the laws of the United States or any State thereof. (iv) In addition, notwithstanding anything any Lender may, with notice to the contrary contained Agent and the Company, fulfill its Commitment by causing an Affiliate of such Lender to act as the Lender in this Section 10.3 respect of such Designated Subsidiary. As soon as practicable after receiving notice from the Company or otherwise the Agent of the Company’s intent to designate a Subsidiary as a Designated Borrower, and in this Credit Agreementany event no later than five Business Days after the delivery of such notice, for a Designated Subsidiary that is not organized under the laws of a jurisdiction other than of the United States or a political subdivision thereof, any SPV Lender that may (I) at any time and without paying any processing fee therefornot legally lend to, assign or participate all or a portion of its interest in any Loans to the Designating Lender (or to any other SPV of such Designating Lender) or to any financial institutions providing liquidity and/or establish credit support to or for the account of and/or do any business whatsoever with such SPV Designated Subsidiary directly or through an Affiliate of such Lender as provided in the immediately preceding paragraph (a “Protesting Lender”) shall so notify the Company and the Agent in writing. With respect to support each Protesting Lender, the funding Company shall, effective on or maintenance before the date that such Designated Subsidiary shall have the right to borrow hereunder, either (A) notify the Agent and such Protesting Lender that the Commitments of Loans such Protesting Lender shall be terminated; provided that such Protesting Lender shall have received payment of an amount equal to the outstanding principal of its Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from (IIif such Protesting Lender’s Commitments are assigned) disclose on the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company or the relevant Designated Subsidiary (in the case an assignment, of all other amounts or, if such Commitments are terminated, of such outstanding principal and accrued interest, fees and other amounts), or (B) cancel its request to designate such Subsidiary as a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPV. This Section 10.3 may not be amended without the written consent of any Designating Lender affected thereby“Designated Subsidiary” hereunder.

Designation. (i) Notwithstanding anything to the contrary contained hereinThe Company may at any time, any Lender (a "Designating Lender") may grant to one or more special purpose funding vehicles (each, an "SPV"), identified as such in writing and from time to time by time, upon not less than 15 Business Days’ notice in the Designating Lender case of any Subsidiary so designated after the Effective Date, notify the Administrative Agent that the Company intends to designate a Subsidiary as a “Designated Subsidiary” for purposes of this Agreement. On or after the date that is 15 Business Days after such notice, upon delivery to the Administrative Agent and each Lender of a Designation Letter duly executed by the BorrowerCompany and the respective Subsidiary and substantially in the form of Exhibit D hereto, such Subsidiary shall thereupon become a “Designated Subsidiary” for purposes of this Agreement and, as such, shall have all of the option to provide to rights and obligations of a Borrower hereunder. The Administrative Agent shall promptly notify each Lender of the Borrower all or any part Company’s notice of such pending designation by the Company and the identity of the respective Subsidiary. Following the giving of any Loan that such Designating Lender would otherwise be obligated to make to the Borrower notice pursuant to this Credit Agreement; provided that (I) nothing herein shall constitute a commitment by any SPV to make any LoanSection 9.07(a), (II) if an SPV elects not to exercise the designation of such option or otherwise fails to provide all Designated Subsidiary obligates the Administrative Agent or any part of such LoanLender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Designating Company shall, promptly upon the request of the Administrative Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender shall in order for the Administrative Agent or such Lender to carry out and be obligated to make such Loan pursuant to satisfied it has complied with the terms hereof, (III) the Designating Lender shall remain liable for any indemnity results of all necessary “know your customer” or other payment obligation with respect to its Commitment similar checks under all applicable laws and regulations. If the Company shall designate as a Designated Subsidiary hereunder and (IV) each such SPV would satisfy the requirements of Section 3.10 if such SPV was a Lender hereunder. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Designating Lender to the same extent, and as if, such Loan were made by such Designating Lender. (ii) As to any Loans or portion thereof made by it, each SPV shall have all the rights that a Lender making such Loans or portion thereof would have had under this Credit Agreement; provided, however that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Credit Agreement. No additional Note shall be required to evidence the Loans or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note as agent for such SPV to the extent of the Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV. (iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Designating Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding prior indebtedness of any SPV, it will Subsidiary not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings organized under the laws of the United States or any State thereof. (iv) In addition, notwithstanding anything any Lender may, with notice to the contrary contained Administrative Agent and the Company, fulfill its Commitment by causing an Affiliate of such Lender to act as the Lender in this Section 10.3 respect of such Designated Subsidiary. As soon as practicable after receiving notice from the Company or otherwise the Administrative Agent of the Company’s intent to designate a Subsidiary as a Designated Borrower, and in this Credit Agreementany event no later than five Business Days after the delivery of such notice, for a Designated Subsidiary that is organized under the laws of a jurisdiction other than of the United States or a political subdivision thereof, any SPV Lender that may (I) at any time and without paying any processing fee therefornot legally lend to, assign or participate all or a portion of its interest in any Loans to the Designating Lender (or to any other SPV of such Designating Lender) or to any financial institutions providing liquidity and/or establish credit support to or for the account of and/or do any business whatsoever with such SPV Designated Subsidiary, either directly or through an Affiliate of such Lender selected pursuant to support the funding immediately preceding paragraph (a “Protesting Lender”) shall so notify the Company and the Administrative Agent in writing. With respect to each Protesting Lender, the Company shall, effective on or maintenance before the date that such Designated Subsidiary shall have the right to borrow hereunder, either (A) notify the Administrative Agent and such Protesting Lender that the Commitments of Loans such Protesting Lender shall be terminated; provided that such Protesting Lender shall have received payment of an amount equal to the outstanding principal of its Advances and/or Letter of Credit reimbursement obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (IIto the extent of such outstanding principal and accrued interest and fees) disclose on or the Company or the relevant Designated Subsidiary (in the case of all other amounts), or (B) cancel its request to designate such Subsidiary as a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPV. This Section 10.3 may not be amended without the written consent of any Designating Lender affected thereby“Designated Subsidiary” hereunder.

Designation. (i) Notwithstanding anything to the contrary contained hereinThe Company may at any time, any Lender (a "Designating Lender") may grant to one or more special purpose funding vehicles (each, an "SPV"), identified as such in writing and from time to time by time, upon not less than 15 Business Days’ notice in the Designating Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part case of any Loan Subsidiary so designated after the Effective Date, notify the Agent that such Designating Lender would otherwise be obligated the Company intends to make to the Borrower pursuant to designate a Subsidiary as a “Designated Subsidiary” for purposes of this Credit Agreement; provided that (I) nothing herein shall constitute a commitment by any SPV to make any Loan, (II) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Designating Lender shall be obligated to make such Loan pursuant to the terms hereof, (III) the Designating Lender shall remain liable for any indemnity or other payment obligation with respect to its Commitment hereunder and (IV) each such SPV would satisfy the requirements of Section 3.10 if such SPV was a Lender hereunder. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Designating Lender to the same extent, and as if, such Loan were made by such Designating Lender. (ii) As to any Loans or portion thereof made by it, each SPV shall have all the rights that a Lender making such Loans or portion thereof would have had under this Credit Agreement; provided, however that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Credit Agreement. No additional Note shall be required to evidence the Loans On or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note as agent for such SPV to the extent of the Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV. (iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Designating Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to after the date that is one year 15 Business Days after such notice, upon delivery to the Agent of a Designation Letter duly executed by the Company and one day after the payment respective Subsidiary and substantially in full the form of Exhibit D hereto, such Subsidiary shall thereupon become a “Designated Subsidiary” for purposes of this Agreement and, as such, shall have all of the rights and obligations of a Borrower hereunder. The Agent shall promptly notify each Lender of the Company’s notice of such pending designation by the Company and the identity of the respective Subsidiary. Following the giving of any notice pursuant to this Section 9.09(a), if the designation of such Designated Subsidiary obligates the Agent or any Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Company shall, promptly upon the request of the Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Agent or any Lender in order for the Agent or such Lender to carry out and be satisfied it has complied with the results of all outstanding prior indebtedness of necessary “know your customer” or other similar checks under all applicable laws and regulations. If the Company shall designate as a Designated Subsidiary hereunder any SPV, it will Subsidiary not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings organized under the laws of the United States or any State thereof. (iv) In addition, notwithstanding anything any Lender may, with notice to the contrary contained Agent and the Company, fulfill its Commitment by causing an Affiliate of such Lender to act as the Lender in this Section 10.3 respect of such Designated Subsidiary. As soon as practicable after receiving notice from the Company or otherwise the Agent of the Company’s intent to designate a Subsidiary as a Designated Subsidiary, and in this Credit Agreementany event no later than five Business Days after the delivery of such notice, for a Designated Subsidiary that is organized under the laws of a jurisdiction other than of the United States or a political subdivision thereof, any SPV Lender that may (I) at any time and without paying any processing fee therefornot legally lend to, assign or participate all or a portion of its interest in any Loans to the Designating Lender (or to any other SPV of such Designating Lender) or to any financial institutions providing liquidity and/or establish credit support to or for the account of and/or do any business whatsoever with such SPV Designated Subsidiary directly or through an Affiliate of such Lender as provided in the immediately preceding paragraph (a “Protesting Lender”) shall so notify the Company and the Agent in writing. With respect to support each Protesting Lender, the funding Company shall, effective on or maintenance before the date that such Designated Subsidiary shall have the right to borrow hereunder, either (A) notify the Agent and such Protesting Lender that the Commitments of Loans such Protesting Lender shall be terminated; provided that such Protesting Lender shall have received payment of an amount equal to the outstanding principal of its Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (IIto the extent of such outstanding principal and accrued interest and fees) disclose on or the Company or the relevant Designated Subsidiary (in the case of all other amounts), or (B) cancel its request to designate such Subsidiary as a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPV. This Section 10.3 may not be amended without the written consent of any Designating Lender affected thereby“Designated Subsidiary” hereunder.

Designation. (i) Notwithstanding anything to the contrary contained hereinThe Company may at any time, any Lender (a "Designating Lender") may grant to one or more special purpose funding vehicles (each, an "SPV"), identified as such in writing and from time to time by time, upon not less than five Business Days notice (or ten Business Days notice in the Designating Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part case of any Loan that such Designating Lender would otherwise be obligated to make to the Borrower pursuant to this Credit Agreement; provided that (I) nothing herein shall constitute a commitment by any SPV to make any Loan, (II) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Designating Lender shall be obligated to make such Loan pursuant to the terms hereof, (III) the Designating Lender shall remain liable for any indemnity or other payment obligation with respect to its Commitment hereunder and (IV) each such SPV would satisfy the requirements of Section 3.10 if such SPV was a Lender hereunder. The making Subsidiary organized under laws of a Loan by an SPV hereunder shall utilize the Commitment jurisdiction outside of the Designating Lender United States), notify the Agent that the Company intends to the same extent, and designate a Subsidiary as if, such Loan were made by such Designating Lender. (ii) As to any Loans or portion thereof made by it, each SPV shall have all the rights that a Lender making such Loans or portion thereof would have had under “Designated Subsidiary” for purposes of this Credit Agreement; provided, however that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Credit Agreement. No additional Note shall be required to evidence the Loans On or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note as agent for such SPV to the extent of the Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV. (iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Designating Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to after the date that is one year five Business Days after such notice, upon delivery to the Agent and one day each Lender of a Designation Letter duly executed by the Company and the respective Subsidiary and substantially in the form of Exhibit E hereto, such Subsidiary shall thereupon become a “Designated Subsidiary” for all purposes of this Agreement, and, upon fulfillment of the applicable conditions set forth in Section 3.02 and after such Designation Letter is accepted by the payment Agent, such Subsidiary shall thereupon become a Designated Subsidiary for all purposes of this Agreement and, as such, shall have all of the rights and obligations of a Borrower hereunder. The Agent shall promptly notify each Lender of the Company’s notice of such pending designation by the Company and the identity of the respective Subsidiary. Following the giving of any notice pursuant to this Section 9.08(a), if the designation of such Designated Subsidiary obligates the Agent or any Lender to comply with “know your customer” or similar identification procedures in full circumstances where the necessary information is not already available to it, the Company shall, promptly upon the request of the Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Agent or any Lender in order for the Agent or such Lender to carry out and be satisfied it has complied with the results of all outstanding prior indebtedness of necessary “know your customer” or other similar checks under all applicable laws and regulations. If the Company shall designate as a Designated Subsidiary hereunder any SPV, it will Subsidiary not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings organized under the laws of the United States or any State thereof. (iv) In addition, notwithstanding anything any Lender may, with notice to the contrary contained Agent and the Company, fulfill its Commitment by causing an Affiliate of such Lender to act as the Lender in this Section 10.3 respect of such Designated Subsidiary. As soon as practicable after receiving notice from the Company or otherwise the Agent of the Company’s intent to designate a Subsidiary as a Designated Borrower, and in this Credit Agreementany event no later than five Business Days after the delivery of such notice, for a Designated Subsidiary that is organized under the laws of a jurisdiction other than of the United States or a political subdivision thereof, any SPV Lender that may (I) at any time and without paying any processing fee therefornot legally lend to, assign or participate all or a portion of its interest in any Loans to the Designating Lender (or to any other SPV of such Designating Lender) or to any financial institutions providing liquidity and/or establish credit support to or for the account of and/or do any business whatsoever with such SPV Designated Subsidiary directly or through an Affiliate of such Lender as provided in the immediately preceding paragraph (a “Protesting Lender”) shall so notify the Company and the Agent in writing. With respect to support each Protesting Lender, the funding Company shall, effective on or maintenance before the date that such Designated Subsidiary shall have the right to borrow hereunder, either (A) notify the Agent and such Protesting Lender that the Commitments of Loans such Protesting Lender shall be terminated; provided that such Protesting Lender shall have received payment of an amount equal to the outstanding principal of its Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (IIto the extent of such outstanding principal and accrued interest and fees) disclose on or the Company or the relevant Designated Subsidiary (in the case of all other amounts), or (B) cancel its request to designate such Subsidiary as a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPV. This Section 10.3 may not be amended without the written consent of any Designating Lender affected thereby“Designated Subsidiary” hereunder.

Designation. (i) Notwithstanding anything to the contrary contained hereinThe Loan Parties may at any time, any Lender (a "Designating Lender") may grant to one or more special purpose funding vehicles (each, an "SPV"), identified as such in writing and from time to time time, upon not less than 15 Business Days’ notice, notify the Agent that the Loan Parties intend to designate a Foreign Subsidiary as a “Designated Subsidiary” for purposes of this Agreement. On or after the date that is 15 Business Days after such notice, upon delivery to the Agent and each Lender of a Designation Letter duly executed by the Designating Guarantor and the respective Subsidiary and substantially in the form of Exhibit E hereto, such Subsidiary shall thereupon become a “Designated Subsidiary” for purposes of this Agreement and, as such, shall have all of the rights and obligations of a Borrower hereunder. The Agent shall promptly notify each Lender of the Loan Parties’ notice of such pending designation by the Loan Parties and the identity of the respective Foreign Subsidiary. Following the giving of any notice pursuant to this Section 9.12(a), if the designation of such Designated Subsidiary obligates the Agent or any Lender to comply with “know your customer” or similar identification procedures in circumstances where the Administrative necessary information is not already available to it, the Loan Parties shall, promptly upon the request of the Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Agent or any Lender in order for the Agent or such Lender to carry out and be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under all applicable laws and regulations. Any Lender may, with notice to the Agent and the BorrowerLoan Parties, the option to provide to the Borrower all or any part of any Loan that such Designating Lender would otherwise be obligated to make to the Borrower pursuant to this Credit Agreement; provided that (I) nothing herein shall constitute a commitment fulfill its Commitment by any SPV to make any Loan, (II) if causing an SPV elects not to exercise such option or otherwise fails to provide all or any part Affiliate of such Loan, the Designating Lender shall be obligated to make such Loan pursuant to the terms hereof, (III) the Designating Lender shall remain liable for any indemnity or other payment obligation with respect to its Commitment hereunder and (IV) each such SPV would satisfy the requirements of Section 3.10 if such SPV was a Lender hereunder. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Designating Lender to act as the same extent, and as if, Lender in respect of such Loan were made by such Designating Lender. (ii) As to any Loans or portion thereof made by it, each SPV shall have all the rights that a Lender making such Loans or portion thereof would have had under this Credit Agreement; provided, however that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement Designated Subsidiary (and any related documents) and to exercise on such SPV's behalfLender shall, all of such SPV's voting rights under this Credit Agreement. No additional Note shall be required to evidence the Loans or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note as agent for such SPV to the extent of the Loans or portion thereof funded by such SPV. In addition, any payments for the account Advances made to and participations in Letters of any SPV shall be paid to its Designating Lender as agent for such SPV. (iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Designating Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding prior indebtedness of any SPV, it will not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States or any State thereof. (iv) In addition, notwithstanding anything to the contrary contained in this Section 10.3 or otherwise in this Credit Agreement, any SPV may (I) at any time and without paying any processing fee therefor, assign or participate all or a portion of its interest in any Loans to the Designating Lender (or to any other SPV of such Designating Lender) or to any financial institutions providing liquidity and/or credit support to or issued for the account of such SPV Designated Subsidiary, be deemed for all purposes hereof to support the funding or maintenance of Loans have pro tanto assigned such Advances and (II) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements participations to such SPVAffiliate in compliance with the provisions of Section 9.07). This Section 10.3 As soon as practicable after receiving notice from the Loan Parties or the Agent of the Loan Parties’ intent to designate a Foreign Subsidiary as a Designated Borrower, and in any event no later than five Business Days after the delivery of such notice, any Lender that may not legally lend to, establish credit for the account of and/or do any business whatsoever with such Designated Subsidiary directly or through an Affiliate of such Lender as provided in the immediately preceding paragraph (a “Protesting Lender”) shall so notify the Loan Parties and the Agent in writing. With respect to each Protesting Lender, the Loan Parties shall, effective on or before the date that such Designated Subsidiary shall have the right to borrow hereunder, either (A) notify the Agent and such Protesting Lender that the Commitments of such Protesting Lender shall be amended without terminated; provided that such Protesting Lender shall have received payment of an amount equal to the written consent outstanding principal of any Designating Lender affected therebyits Advances and/or Letter of Credit reimbursement obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Loan Parties or the relevant Designated Subsidiary (in the case of all other amounts), or (B) cancel its request to designate such Subsidiary as a “Designated Subsidiary” hereunder.

Designation. (i) Notwithstanding anything to the contrary contained hereinThe Company may at any time, any Lender (a "Designating Lender") may grant to one or more special purpose funding vehicles (each, an "SPV"), identified as such in writing and from time to time by time, upon not less than fifteen Business Days’ notice in the Designating Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part case of any Loan Subsidiary so designated after the Effective Date, notify the Agent that such Designating Lender would otherwise be obligated the Company intends to make to the Borrower pursuant to designate a Subsidiary as a “Designated Subsidiary” for purposes of this Credit Agreement; provided that (I) nothing herein shall constitute a commitment by any SPV to make any Loan, (II) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Designating Lender shall be obligated to make such Loan pursuant to the terms hereof, (III) the Designating Lender shall remain liable for any indemnity or other payment obligation with respect to its Commitment hereunder and (IV) each such SPV would satisfy the requirements of Section 3.10 if such SPV was a Lender hereunder. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Designating Lender to the same extent, and as if, such Loan were made by such Designating Lender. (ii) As to any Loans or portion thereof made by it, each SPV shall have all the rights that a Lender making such Loans or portion thereof would have had under this Credit Agreement; provided, however that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Credit Agreement. No additional Note shall be required to evidence the Loans On or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note as agent for such SPV to the extent of the Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV. (iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Designating Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to after the date that is one year fifteen Business Days after such notice, upon delivery to the Agent and one day each Lender of a Designation Agreement duly executed by the Company and the respective Subsidiary and substantially in the form of Exhibit F hereto, such Subsidiary shall thereupon become a “Designated Subsidiary” for all purposes of this Agreement, and, upon fulfillment of the applicable conditions set forth in Section 3.02 and after such Designation Agreement is accepted by the payment Agent, such Subsidiary shall thereupon become a Designated Subsidiary for all purposes of this Agreement and, as such, shall have all of the rights and obligations of a Borrower hereunder. The Agent shall promptly notify each Lender of the Company’s notice of such pending designation by the Company and the identity of the respective Subsidiary. Following the giving of any notice pursuant to this Section 9.09(a), if the designation of such Designated Subsidiary obligates the Agent or any Lender to comply with “know your customer”, the Beneficial Ownership Regulation or similar identification procedures in full circumstances where the necessary information is not already available to it, the Company shall, promptly upon the request of the Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Agent or any Lender in order for the Agent or such Lender to carry out and be satisfied it has complied with the results of all outstanding prior indebtedness of necessary “know your customer”, the Beneficial Ownership Regulation or other similar checks under all applicable laws and regulations. If the Company shall designate as a Designated Subsidiary hereunder any SPV, it will Subsidiary not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings organized under the laws of the United States or any State thereof. (iv) In addition, notwithstanding anything any Lender may, with notice to the contrary contained Agent and the Company, fulfill its Commitment by causing a branch or an Affiliate of such Lender to act as the Lender in this Section 10.3 respect of such Designated Subsidiary. As soon as practicable after receiving notice from the Company or otherwise the Agent of the Company’s intent to designate a Subsidiary as a Designated Borrower, and in this Credit Agreementany event no later than ten Business Days after the delivery of such notice, for a Designated Subsidiary that is organized under the laws of a jurisdiction other than of the United States or a political subdivision thereof, any SPV Lender that may (I) at any time and without paying any processing fee therefornot legally lend to, assign or participate all or a portion of its interest in any Loans to the Designating Lender (or to any other SPV of such Designating Lender) or to any financial institutions providing liquidity and/or establish credit support to or for the account of and/or do any business whatsoever with such SPV Designated Subsidiary directly or through an Affiliate of such Lender as provided in the immediately preceding paragraph or for which such Designated Subsidiary is against such Xxxxxx’s internal policies (a “Protesting Lender”) shall so notify the Company and the Agent in writing. With respect to support each Protesting Lender, the funding Company shall, effective on or maintenance before the date that such Designated Subsidiary shall have the right to borrow hereunder, either (A) notify the Agent and such Protesting Lender that the Commitments of Loans such Protesting Lender shall be terminated; provided that such Protesting Lender shall have received payment of an amount equal to the outstanding principal of its Advances and/or Letter of Credit reimbursement obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (IIto the extent of such outstanding principal and accrued interest and fees) disclose on or the Company or the relevant Designated Subsidiary (in the case of all other amounts), or (B) cancel its request to designate such Subsidiary as a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPV. This Section 10.3 may not be amended without the written consent of any Designating Lender affected thereby“Designated Subsidiary” hereunder.

Designation. (i) Notwithstanding anything to the contrary contained herein, any Lender (a "“Designating Lender"”) may grant to one or more special purpose funding vehicles (each, an "“SPV"”), identified as such in writing from time to time by the Designating Designated Lender to the Administrative Agent and the BorrowerBorrowers, the option to provide to the Borrower Borrowers all or any part of any Loan that such Designating Lender would otherwise be obligated to make to the Borrower Borrowers pursuant to this Credit Agreement; provided that (Ii) nothing herein shall constitute a commitment by any SPV to make any Loan, (IIii) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Designating Lender shall be obligated to make such Loan pursuant to the terms hereof, hereof and (IIIiii) the Designating Lender shall remain liable for any indemnity or other payment obligation with respect to its Commitment hereunder and (IV) each such SPV would satisfy the requirements of Section 3.10 if such SPV was a Lender hereunder. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Designating Lender to the same extent, and as if, such Loan were made by such Designating Lender. (ii) As Subject to the terms of this Section 10.14(d), as to any Loans or portion thereof made by it, each SPV shall have all the rights that a Lender making such Loans or portion thereof would have had under this Credit Agreement; provided, however however, that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documentsLoan Documents) and to exercise on exercise, exclusively in the place and stead of such SPV's behalf, all of such SPV's ’s voting rights under this Credit AgreementAgreement in the discretion of such Designation Lender, until the occurrence and continuation of an Event of Default. No additional Note shall be required to evidence the Loans or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note as agent for such SPV to the extent of the Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV. (iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Designating Lender provides such indemnity or makes such paymentliable. In furtherance of the foregoing, each party hereto hereby agrees (which agreement agreements shall survive the termination of this Credit Agreement) that, prior to the date that is one year and one day after the later of (a) payment in full of all outstanding prior commercial paper or other senior indebtedness of any SPV, (b) the payment in full of all Loans and Letter of Credit Reimbursement Obligations, and (c) the termination of all Commitments and the expiration or termination of all Letters of Credit, it will not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States or any State thereof. (iv) In addition, notwithstanding anything to the contrary contained in this Section 10.3 10.14(d) or otherwise in this Credit AgreementAgreement (other than the proviso set forth directly below in the Section 10.14(d)(iv), any SPV may (Ii) at any time and without paying any processing fee therefor, assign or participate all or a portion of its interest in any Loans to the Designating Lender (or to any other SPV of such Designating Lender) or to any financial institutions providing liquidity and/or credit support to or for the account of such SPV to support the funding or maintenance of Loans and (IIii) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPVSPV information relating to its Loans that pertains to Borrowers’ performance under the Loan Documents and all other information relating to its Loans provided by Borrowers pursuant to Section 6.01, other than that described in Section 6.01(f) and other than non-public information provided pursuant to Section 6.01(g). In no event shall the Borrowers be obligated to pay to any SPV that has made a Loan any greater amount than the Borrowers would have been obligated to pay under this Agreement if the Designating Lender had made such Loan. This Section 10.3 10.14(d) may not be amended without the written consent of any Designating Lender affected thereby.

Designation. (i) Notwithstanding anything to the contrary contained hereinThe Guarantor may at any time, any Lender (a "Designating Lender") may grant to one or more special purpose funding vehicles (each, an "SPV"), identified as such in writing and from time to time by time, upon not less than 10 Business Days’ notice in the Designating Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part case of any Loan Subsidiary so designated after the Restatement Date, notify the Agent that such Designating Lender would otherwise be obligated the Guarantor intends to make to the Borrower pursuant to designate a Subsidiary as a “Designated Subsidiary” for purposes of this Credit Agreement; provided that (I) nothing herein shall constitute a commitment by any SPV to make any Loan, (II) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Designating Lender shall be obligated to make such Loan pursuant to the terms hereof, (III) the Designating Lender shall remain liable for any indemnity or other payment obligation with respect to its Commitment hereunder and (IV) each such SPV would satisfy the requirements of Section 3.10 if such SPV was a Lender hereunder. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Designating Lender to the same extent, and as if, such Loan were made by such Designating Lender. (ii) As to any Loans or portion thereof made by it, each SPV shall have all the rights that a Lender making such Loans or portion thereof would have had under this Credit Agreement; provided, however that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Credit Agreement. No additional Note shall be required to evidence the Loans On or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note as agent for such SPV to the extent of the Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV. (iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Designating Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to after the date that is one year 10 Business Days after such notice, upon delivery to the Agent and one day after each Lender of a Designation Agreement duly executed by the payment Guarantor and the respective Subsidiary and substantially in full the form of Exhibit E hereto, such Subsidiary shall thereupon become a “Designated Subsidiary” for purposes of this Agreement and, as such, shall have all of the rights and obligations of a Borrower hereunder. The Agent shall promptly notify each Lender of the Guarantor’s notice of such pending designation by the Guarantor and the identity of the respective Subsidiary. Following the giving of any notice pursuant to this Section 9.09(a), if the designation of such Designated Subsidiary obligates the Agent or any Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Guarantor shall, promptly upon the request of the Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Agent or any Lender in order for the Agent or such Lender to carry out and be satisfied it has complied with the results of all outstanding prior indebtedness of necessary “know your customer” or other similar checks under all applicable laws and regulations. If the Guarantor shall designate as a Designated Subsidiary hereunder any SPV, it will Subsidiary not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings organized under the laws of the United States of America, a State of the United States of America or the District of Columbia, any State thereof. (iv) In additionLender may, notwithstanding anything with notice to the contrary contained Agent and the Guarantor, fulfill its Revolving Credit Commitment by causing an Affiliate of such Lender to act as the Lender in this Section 10.3 respect of such Designated Subsidiary. As soon as practicable after receiving notice and in any event no later than five Business Days after the delivery of such notice, from the Guarantor or otherwise in this Credit Agreementthe Agent of the Guarantor’s intent to designate a Subsidiary as a Designated Subsidiary, that is organized under the laws of a jurisdiction other than of the United States of America, a State of the United States of America or the District of Columbia, any SPV Lender that may (I) at any time and without paying any processing fee therefornot legally lend to, assign or participate all or a portion of its interest in any Loans to the Designating Lender (or to any other SPV of such Designating Lender) or to any financial institutions providing liquidity and/or establish credit support to or for the account of and/or do any business whatsoever with such SPV Designated Subsidiary, either directly or through an Affiliate of such Lender selected pursuant to support the funding immediately preceding paragraph, or maintenance whose internal policies prohibit lending to or establishing credit for entities organized under the laws of Loans such jurisdiction (a “Protesting Lender”) shall so notify the Guarantor and the Agent in writing. With respect to each Protesting Lender, the Guarantor shall, effective on or before the date that such Designated Subsidiary shall have the right to borrow hereunder, either (IIA) disclose on notify the Agent and such Protesting Lender that the Revolving Credit Commitments of such Protesting Lender shall be terminated; provided that such Protesting Lender shall have received payment of an amount equal to the outstanding principal of its Advances and/or Letter of Credit reimbursement obligations, accrued interest thereon, accrued fees and all other amounts then payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Guarantor or the relevant Designated Subsidiary (in the case of all other amounts), or (B) cancel its request to designate such Subsidiary as a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPV. This Section 10.3 may not be amended without the written consent of any Designating Lender affected thereby“Designated Subsidiary” hereunder.

Designation. (i) Notwithstanding anything to the contrary contained hereinThe Company may at any time, any Lender (a "Designating Lender") may grant to one or more special purpose funding vehicles (each, an "SPV"), identified as such in writing and from time to time by time, upon not less than five Business Days’ notice in the Designating Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part case of any Loan Subsidiary so designated after the Effective Date, notify the Agent that such Designating Lender would otherwise be obligated the Company intends to make to the Borrower pursuant to designate a Subsidiary as a “Designated Subsidiary” for purposes of this Credit Agreement; provided that (I) nothing herein shall constitute a commitment by any SPV to make any Loan, (II) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Designating Lender shall be obligated to make such Loan pursuant to the terms hereof, (III) the Designating Lender shall remain liable for any indemnity or other payment obligation with respect to its Commitment hereunder and (IV) each such SPV would satisfy the requirements of Section 3.10 if such SPV was a Lender hereunder. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Designating Lender to the same extent, and as if, such Loan were made by such Designating Lender. (ii) As to any Loans or portion thereof made by it, each SPV shall have all the rights that a Lender making such Loans or portion thereof would have had under this Credit Agreement; provided, however that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Credit Agreement. No additional Note shall be required to evidence the Loans On or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note as agent for such SPV to the extent of the Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV. (iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Designating Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to after the date that is one year five Business Days after such notice, upon delivery to the Agent and one day each Lender of a Designation Letter duly executed by the Company and the respective Subsidiary and substantially in the form of Exhibit E hereto, such Subsidiary shall thereupon become a “Designated Subsidiary” for all purposes of this Agreement, and, upon fulfillment of the applicable conditions set forth in Section 3.02 and after such Designation Letter is accepted by the payment Agent, such Subsidiary shall thereupon become a Designated Subsidiary for all purposes of this Agreement and, as such, shall have all of the right s and obligations of a Borrower hereunder. The Agent shall promptly notify each Lender of the Company’s notice of such pending designation by the Company and the identity of the respective Subsidiary. Following the giving of any notice pursuant to this Section 9.07(a), if the designation of such Designated Subsidiary obligates the Agent or any Lender to comply with “know your customer” or similar identification procedures in full circumstances where the necessary information is not already available to it, the Company shall, promptly upon the request of the Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Agent or any Lender in order for the Agent or such Lender to carry out and be satisfied it has complied with the results of all outstanding prior indebtedness of necessary “know your customer” or other similar checks under all applicable laws and regulations. If the Company shall designate as a Designated Subsidiary hereunder any SPV, it will Subsidiary not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings organized under the laws of the United States or any State thereof. (iv) In addition, notwithstanding anything any Lender may, with notice to the contrary contained Agent and the Company, fulfill its Commitment by causing an Affiliate of such Lender to act as the Lender in this Section 10.3 or otherwise in this Credit Agreementrespect of such Designated Subsidiary (and such Lender shall, any SPV may (I) at any time and without paying any processing fee therefor, assign or participate all or a portion of its interest in any Loans to the Designating Lender (or extent of Advances made to any other SPV and participations in Letters of such Designating Lender) or to any financial institutions providing liquidity and/or credit support to or Credit issued for the account of such SPV Designated Subsidiary, be deemed for all purposes hereof to support the funding or maintenance of Loans have pro tanto assigned such Advances and (II) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements participations to such SPVAffiliate in compliance with the provisions of Section 9.06). This Section 10.3 As soon as practicable after receiving notice from the Company or the Agent of the Company’s intent to designate a Subsidiary as a Designated Borrower, and in any event no later than five Business Days after the delivery of such notice, for a Designated Subsidiary that is organized under the laws of a jurisdiction other than of the United States or a political subdivision thereof, any Lender that may not legally lend to, establish credit for the account of and/or do any business whatsoever with such Designated Subsidiary directly or through an Affiliate of such Lender as provided in the immediately preceding paragraph (a “Protesting Lender”) shall so notify the Company and the Agent in writing. With respect to each Protesting Lender, the Company shall, effective on or before the date that such Designated Subsidiary shall have the right to borrow hereunder, either (A) notify the Agent and such Protesting Lender that the Commitments of such Protesting Lender shall be amended without terminated; provided that such Protesting Lender shall have received payment of an amount equal to the written consent outstanding principal of any Designating Lender affected therebyits Advances and/or Letter of Credit reimbursement obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company or the relevant Designated Subsidiary (in the case of all other amounts), or (B) cancel its request to designate such Subsidiary as a “Designated Subsidiary” hereunder.

Designation. (i) Notwithstanding anything to the contrary contained hereinVisa Inc. may, upon ten Business Days prior notice, at any Lender (a "Designating Lender") may grant to one or more special purpose funding vehicles (eachtime, an "SPV"), identified as such in writing and from time to time time, by the Designating Lender delivery to the Administrative Agent of a Designation Agreement duly executed by Visa Inc. and the respective Subsidiary and substantially in the form of Exhibit D hereto, designate such Subsidiary as a “Designated Borrower” for purposes of this Agreement and such Subsidiary shall thereupon become a “Designated Borrower” for purposes of this Agreement and, as such, shall have all of the rights and obligations of a Borrower hereunder; provided that no such Designated Borrower may borrow hereunder unless the conditions in Section 4.2 are satisfied on the date of the initial borrowing by such Designated Borrower; and provided further that if such Subsidiary is organized under the laws of a jurisdiction other than that of the United States or a political subdivision thereof (or, solely in the case of a designation of Visa Europe Limited, the option to provide United Kingdom), Visa Inc. shall give 15 Business Days prior notice to the Borrower all or any part Administrative Agent. The Administrative Agent shall promptly notify each Lender of each such designation by Visa Inc. and the identity of the respective Subsidiary. Following the giving of any Loan that such Designating Lender would otherwise be obligated to make to the Borrower notice pursuant to this Credit Agreement; provided that (I) nothing herein shall constitute a commitment by any SPV to make any LoanSection 2.25, (II) if an SPV elects not to exercise the designation of such option or otherwise fails to provide all Designated Borrower obligates the Administrative Agent or any part of such Loan, the Designating Lender shall be obligated to make such Loan pursuant to the terms hereof, (III) the Designating Lender shall remain liable for any indemnity comply with “know your customer” or other payment obligation with respect identification and customary due diligence procedures in circumstances where the necessary information is not already available to its Commitment hereunder and (IV) each such SPV would satisfy it, Visa Inc. shall, promptly upon the requirements of Section 3.10 if such SPV was a Lender hereunder. The making of a Loan by an SPV hereunder shall utilize the Commitment request of the Designating Administrative Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry out and be satisfied it has complied with the same extent, and as if, such Loan were made by such Designating Lender. (ii) As to any Loans or portion thereof made by it, each SPV shall have all the rights that a Lender making such Loans or portion thereof would have had under this Credit Agreement; provided, however that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Credit Agreement. No additional Note shall be required to evidence the Loans or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note as agent for such SPV to the extent of the Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV. (iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Designating Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to the date that is one year and one day after the payment in full results of all outstanding prior indebtedness of necessary “know your customer” and customary due diligence or other similar checks under all applicable laws and regulations. If Visa Inc. shall designate as a Designated Borrower hereunder any SPV, it will Subsidiary not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings organized under the laws of the United States or any State thereof. (iv) In addition, notwithstanding anything any Lender may, with notice to the contrary contained in this Section 10.3 Administrative Agent and Visa Inc., fulfill its Commitment by causing an Affiliate or otherwise in this Credit Agreement, any SPV may (I) at any time and without paying any processing fee therefor, assign or participate all or a portion of its interest in any Loans to the Designating Lender (or to any other SPV branch of such Designating Lender) or Lender to any financial institutions providing liquidity and/or credit support to or for act as the account Lender in respect of such SPV to support the funding or maintenance of Loans and (II) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPV. This Section 10.3 may not be amended without the written consent of any Designating Lender affected therebyDesignated Borrower.

Designation. (i) Notwithstanding anything to the contrary contained hereinThe Company may at any time, any Lender (a "Designating Lender") may grant to one or more special purpose funding vehicles (each, an "SPV"), identified as such in writing and from time to time by time, upon not less than 15 Business Days’ notice in the Designating Lender case of any Subsidiary so designated after the Effective Date, notify the Administrative Agent that the Company intends to designate a Subsidiary as a “Subsidiary Borrower” for purposes of this Agreement. On or after the date that is 15 Business Days after such notice, upon delivery to the Administrative Agent and each Lender of a Designation Letter duly executed by the Company and the respective Subsidiary and substantially in the form of Exhibit H hereto, such Subsidiary shall thereupon become a “Subsidiary Borrower” for purposes of this Agreement and, as such, shall have all of the option to provide to rights and obligations of a Borrower hereunder. The Administrative Agent shall promptly notify each Lender of the Borrower all or any part Company’s notice of such pending designation by the Company and the identity of the respective Subsidiary. Following the giving of any Loan that such Designating Lender would otherwise be obligated to make to the Borrower notice pursuant to this Credit Agreement; provided that (I) nothing herein shall constitute a commitment by any SPV to make any LoanSection 12.6(a), (II) if an SPV elects not to exercise the designation of such option or otherwise fails to provide all Subsidiary Borrower obligates the Administrative Agent or any part of such LoanLender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Designating Company shall, promptly upon the request of the Administrative Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender shall in order for the Administrative Agent or such Lender to carry out and be obligated to make such Loan pursuant to satisfied it has complied with the terms hereof, (III) the Designating Lender shall remain liable for any indemnity results of all necessary “know your customer” or other payment obligation with respect to its Commitment similar checks under all applicable laws and regulations. If the Company shall designate as a Subsidiary Borrower hereunder and (IV) each such SPV would satisfy the requirements of Section 3.10 if such SPV was a Lender hereunder. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Designating Lender to the same extent, and as if, such Loan were made by such Designating Lender. (ii) As to any Loans or portion thereof made by it, each SPV shall have all the rights that a Lender making such Loans or portion thereof would have had under this Credit Agreement; provided, however that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Credit Agreement. No additional Note shall be required to evidence the Loans or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note as agent for such SPV to the extent of the Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV. (iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Designating Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding prior indebtedness of any SPV, it will Subsidiary not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings organized under the laws of the United States or any State thereof. (iv) In addition, notwithstanding anything any Lender may, with notice to the contrary contained Administrative Agent and the Company, fulfill its Commitment by causing an Affiliate or any foreign or domestic branch of such Lender to act as the Lender in this Section 10.3 respect of such Subsidiary Borrower. As soon as practicable after receiving notice from the Company or otherwise the Administrative Agent of the Company’s intent to designate a Subsidiary as a Subsidiary Borrower, and in this Credit Agreementany event no later than five Business Days after the delivery of such notice, for a Subsidiary Borrower that is organized under the laws of a jurisdiction other than of the United States or a political subdivision thereof, any SPV Lender that may (I) at any time and without paying any processing fee therefornot legally lend to, assign or participate all or a portion of its interest in any Loans to the Designating Lender (or to any other SPV of such Designating Lender) or to any financial institutions providing liquidity and/or establish credit support to or for the account of and/or do any business whatsoever with such SPV Subsidiary Borrower directly or through an Affiliate of such Lender as provided in the immediately preceding paragraph (a “Protesting Lender”) shall so notify the Company and the Administrative Agent in writing. With respect to support each Protesting Lender, the funding Company shall, effective on or maintenance before the date that such Subsidiary Borrower shall have the right to borrow hereunder, either (A) notify the Administrative Agent and such Protesting Lender that the Commitments of Loans and (II) disclose on a confidential basis any non-public information relating such Protesting Lender shall be terminated; provided that such Protesting Lender shall have received payment of an amount equal to the outstanding principal of its Loans and/or Letter of Credit reimbursement obligations, accrued interest thereon, accrued fees and all other amounts payable to any rating agencyit hereunder, commercial paper dealer from the assignee (to the extent of such outstanding principal and accrued interest and fees) or provider the Company or the relevant Subsidiary Borrower (in the case of any suretyall other amounts), guarantee or credit or liquidity enhancements (B) cancel its request to designate such SPV. This Section 10.3 may not be amended without the written consent of any Designating Lender affected therebySubsidiary as a “Subsidiary Borrower” hereunder.

Designation. (i) Notwithstanding anything to the contrary contained hereinThe Company may at any time, any Lender (a "Designating Lender") may grant to one or more special purpose funding vehicles (each, an "SPV"), identified as such in writing and from time to time by time, upon not less than 15 Business Days’ notice in the Designating Lender case of any Subsidiary so designated after the Effective Date, notify the Administrative Agent that the Company intends to designate a Subsidiary as a “Designated Subsidiary” for purposes of this Agreement. On or after the date that is 15 Business Days after such notice, upon delivery to the Administrative Agent and each Lender of a Designation Letter duly executed by the BorrowerCompany and the respective Subsidiary and substantially in the form of Exhibit D hereto, such Subsidiary shall thereupon become a “Designated Subsidiary” for purposes of this Agreement and, as such, shall have all of the option to provide to rights and obligations of a Borrower hereunder. The Administrative Agent shall promptly notify each Lender of the Borrower all or any part Company’s notice of such pending designation by the Company and the identity of the respective Subsidiary. Following the giving of any Loan that such Designating Lender would otherwise be obligated to make to the Borrower notice pursuant to this Credit Agreement; provided that (I) nothing herein shall constitute a commitment by any SPV to make any LoanSection 9.07(a), (II) if an SPV elects not to exercise the designation of such option or otherwise fails to provide all Designated Subsidiary obligates the Administrative Agent or any part of such LoanLender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Designating Company shall, promptly upon the request of the Administrative Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender shall in order for the Administrative Agent or such Lender to carry NYDOCS01/1619437.3A 94 out and be obligated to make such Loan pursuant to satisfied it has complied with the terms hereof, (III) the Designating Lender shall remain liable for any indemnity results of all necessary “know your customer” or other payment obligation with respect to its Commitment similar checks under all applicable laws and regulations. If the Company shall designate as a Designated Subsidiary hereunder and (IV) each such SPV would satisfy the requirements of Section 3.10 if such SPV was a Lender hereunder. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Designating Lender to the same extent, and as if, such Loan were made by such Designating Lender. (ii) As to any Loans or portion thereof made by it, each SPV shall have all the rights that a Lender making such Loans or portion thereof would have had under this Credit Agreement; provided, however that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Credit Agreement. No additional Note shall be required to evidence the Loans or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note as agent for such SPV to the extent of the Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV. (iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Designating Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding prior indebtedness of any SPV, it will Subsidiary not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings organized under the laws of the United States or any State thereof. (iv) In addition, notwithstanding anything any Lender may, with notice to the contrary contained Administrative Agent and the Company, fulfill its Commitment by causing an Affiliate of such Lender to act as the Lender in this Section 10.3 respect of such Designated Subsidiary. As soon as practicable after receiving notice from the Company or otherwise the Administrative Agent of the Company’s intent to designate a Subsidiary as a Designated Borrower, and in this Credit Agreementany event no later than five Business Days after the delivery of such notice, for a Designated Subsidiary that is organized under the laws of a jurisdiction other than of the United States or a political subdivision thereof, any SPV Lender that may (I) at any time and without paying any processing fee therefornot legally lend to, assign or participate all or a portion of its interest in any Loans to the Designating Lender (or to any other SPV of such Designating Lender) or to any financial institutions providing liquidity and/or establish credit support to or for the account of and/or do any business whatsoever with such SPV Designated Subsidiary, either directly or through an Affiliate of such Lender selected pursuant to support the funding immediately preceding paragraph (a “Protesting Lender”) shall so notify the Company and the Administrative Agent in writing. With respect to each Protesting Lender, the Company shall, effective on or maintenance before the date that such Designated Subsidiary shall have the right to borrow hereunder, either (A) notify the Administrative Agent and such Protesting Lender that the Commitments of Loans such Protesting Lender shall be terminated; provided that such Protesting Lender shall have received payment of an amount equal to the outstanding principal of its Advances and/or Letter of Credit reimbursement obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (IIto the extent of such outstanding principal and accrued interest and fees) disclose on or the Company or the relevant Designated Subsidiary (in the case of all other amounts), or (B) cancel its request to designate such Subsidiary as a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPV. This Section 10.3 may not be amended without the written consent of any Designating Lender affected thereby“Designated Subsidiary” hereunder.

Designation. (i) Notwithstanding anything to the contrary contained hereinThe Company may at any time, any Lender (a "Designating Lender") may grant to one or more special purpose funding vehicles (each, an "SPV"), identified as such in writing and from time to time by notify the Designating Lender Administrative Agent that the Company intends to designate one or more of its Subsidiaries as a “Designated Subsidiary” for purposes of one or more Facilities under this Agreement. On or after the date that is (x) 15 Business Days after such notice in the case of any Subsidiary other than a Pre-Closing Approved Designated Subsidiary and (y) one Business Day after such notice in the case of a Pre-Closing Approved Designated Subsidiary, upon delivery to the Administrative Agent and each Appropriate Lender of a Designation Agreement duly executed by the BorrowerCompany and the respective Subsidiary and substantially in the form of Exhibit H hereto, such Subsidiary shall thereupon become a “Designated Subsidiary” for purposes of this Agreement and, as such, shall have all of the option to provide to rights and obligations of a Borrower hereunder. The Administrative Agent shall promptly notify each Appropriate Lender of the Borrower all or any part Company’s notice of such pending designation by the Company and the identity of the respective Subsidiary. Following the giving of any Loan that such Designating Lender would otherwise be obligated to make to the Borrower notice pursuant to this Credit Agreement; provided that (I) nothing herein shall constitute a commitment by any SPV to make any LoanSection 11.09(a), (II) if an SPV elects not to exercise the designation of such option or otherwise fails to provide all Designated Subsidiary obligates the Administrative Agent or any part of such LoanAppropriate Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Designating Company shall, promptly upon the request of the Administrative Agent or any Appropriate Lender, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or such Appropriate Lender shall in order for the Administrative Agent or such Lender to carry out and be obligated to make such Loan pursuant to satisfied it has complied with the terms hereof, (III) the Designating Lender shall remain liable for any indemnity results of all necessary “know your customer” or other payment obligation with respect to its Commitment similar checks under all applicable laws and regulations. If the Company shall designate as a Designated Subsidiary hereunder and (IV) each such SPV would satisfy the requirements of Section 3.10 if such SPV was a Lender hereunder. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Designating Lender to the same extent, and as if, such Loan were made by such Designating Lender. (ii) As to any Loans or portion thereof made by it, each SPV shall have all the rights that a Lender making such Loans or portion thereof would have had under this Credit Agreement; provided, however that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Credit Agreement. No additional Note shall be required to evidence the Loans or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note as agent for such SPV to the extent of the Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV. (iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Designating Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding prior indebtedness of any SPV, it will Subsidiary not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings organized under the laws of the United States or any State political subdivision thereof. (iv) In addition, notwithstanding anything any Lender may, with notice to the contrary contained Administrative Agent and the Company, fulfill its Commitment by causing a branch or an Affiliate of such Lender to act as the Lender in this Section 10.3 respect of such Designated Subsidiary. Other than in respect of a Pre-Closing Approved Designated Subsidiary, as soon as practicable after receiving notice from the Company or otherwise in this Credit Agreementthe Administrative Agent of the Company’s intent to designate a Subsidiary as a Designated Subsidiary, any SPV may (I) at any time and without paying any processing fee therefor, assign or participate all or a portion of its interest in any Loans to event no later than ten Business Days after the Designating Lender (or to any other SPV delivery of such Designating Lender) or to any financial institutions providing liquidity and/or notice, each Appropriate Lender that may not legally lend to, establish credit support to or for the account of or do any business whatsoever with such SPV Designated Subsidiary that is organized under the laws of a jurisdiction other than of the United States or a political subdivision thereof, either directly or through an Affiliate of such Lender selected pursuant to support the funding immediately preceding paragraph (a “Protesting Lender”), shall so notify the Company and the Administrative Agent in writing. With respect to each Protesting Lender, the Company shall, effective on or maintenance of Loans before the date that such Designated Subsidiary shall have the right to make a Borrowing hereunder, either (A) cancel its request to designate such Subsidiary as a “Designated Subsidiary” hereunder or (B) establish an additional Sub-Facility for such Subsidiary which shall include only those Lenders that are not Protesting Lenders and (II) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements with commitment amounts and commitment allocations with respect to such SPV. This Section 10.3 new Sub-Facility as the Company, such Subsidiary and such Lenders may not be amended without the written consent of any Designating Lender affected therebyagree.

Designation. (i) Notwithstanding anything to the contrary contained hereinThe Company may at any time, any Lender (a "Designating Lender") may grant to one or more special purpose funding vehicles (each, an "SPV"), identified as such in writing and from time to time by time, upon not less than fifteen (15) Business Days’ notice in the Designating Lender case of any Subsidiary so designated after the Effective Date, notify the Administrative Agent that the Company intends to designate a Subsidiary as a “Subsidiary Borrower” for purposes of this Agreement. On or after the date that is fifteen (15) Business Days after such notice, upon delivery to the Administrative Agent and each Lender of a Designation Letter duly executed by the Company and the respective Subsidiary and substantially in the form of Exhibit H hereto, such Subsidiary shall thereupon become a “Subsidiary Borrower” for purposes of this Agreement and, as such, shall have all of the option to provide to rights and obligations of a Borrower hereunder. The Administrative Agent shall promptly notify each Lender of the Borrower all or any part Company’s notice of such pending designation by the Company and the identity of the respective Subsidiary. Following the giving of any Loan that such Designating Lender would otherwise be obligated to make to the Borrower notice pursuant to this Credit Agreement; provided that (I) nothing herein shall constitute a commitment by any SPV to make any LoanSection 12.6(a), (II) if an SPV elects not to exercise the designation of such option or otherwise fails to provide all Subsidiary Borrower obligates the Administrative Agent or any part Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Company shall, promptly upon the request of the Administrative Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry out and be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under all applicable laws and regulations. As soon as practicable after receiving notice from the Company or the Administrative Agent of the Company’s intent to designate a Subsidiary as a Subsidiary Borrower, and in any event no later than five Business Days after the delivery of such Loannotice, the Designating Lender shall be obligated to make such Loan pursuant to the terms hereof, (III) the Designating Lender shall remain liable for any indemnity or other payment obligation with respect to its Commitment hereunder and (IV) each such SPV would satisfy the requirements of Section 3.10 if such SPV was a Lender hereunder. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Designating Lender to the same extent, and as if, such Loan were made by such Designating Lender. (ii) As to any Loans or portion thereof made by it, each SPV shall have all the rights that a Lender making such Loans or portion thereof would have had under this Credit Agreement; provided, however that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Credit Agreement. No additional Note shall be required to evidence the Loans or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note as agent for such SPV to the extent of the Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV. (iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Designating Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to the date Subsidiary Borrower that is one year and one day after the payment in full of all outstanding prior indebtedness of any SPV, it will not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings organized under the laws of a jurisdiction other than of the United States or any State a political subdivision thereof. (iv) In addition, notwithstanding anything to the contrary contained in this Section 10.3 or otherwise in this Credit Agreement, any SPV Lender that may (I) at any time and without paying any processing fee therefornot legally lend to, assign or participate all or a portion of its interest in any Loans to the Designating Lender (or to any other SPV of such Designating Lender) or to any financial institutions providing liquidity and/or establish credit support to or for the account of and/or do any business whatsoever with such SPV Subsidiary Borrower directly or through an Affiliate of such Lender as provided in the immediately preceding paragraph (a “Protesting Lender”) shall so notify the Company and the Administrative Agent in writing. With respect to support each Protesting Lender, the funding Company shall, effective on or maintenance before the date that such Subsidiary Borrower shall have the right to borrow hereunder, either (A) notify the Administrative Agent and such Protesting Lender that the Commitments of Loans and (II) disclose on a confidential basis any non-public information relating such Protesting Lender shall be terminated; provided that such Protesting Lender shall have received payment of an amount equal to the outstanding principal of its Loans and/or Letter of Credit reimbursement obligations, accrued interest thereon, accrued fees and all other amounts payable to any rating agencyit hereunder, commercial paper dealer from the assignee (to the extent of such outstanding principal and accrued interest and fees) or provider the Company or the relevant Subsidiary Borrower (in the case of any suretyall other amounts), guarantee or credit or liquidity enhancements (B) cancel its request to designate such SPV. This Section 10.3 may not be amended without the written consent of any Designating Lender affected therebySubsidiary as a “Subsidiary Borrower” hereunder.

Designation. (i) Notwithstanding anything to the contrary contained herein, PPG may at any Lender (a "Designating Lender") may grant to one or more special purpose funding vehicles (each, an "SPV"), identified as such in writing time and from time to time time, and, if after the Effective Date, upon not less than 15 Business Days’ prior notice, by the Designating Lender delivery to the Administrative Agent and each Lender of a Designation Letter, duly executed by PPG and a Wholly-owned Restricted Subsidiary and in substantially the Borrowerform of Exhibit D hereto, designate such Subsidiary as a “Designated Subsidiary” for all purposes of this Agreement, and, upon fulfillment of the option to provide to applicable conditions set forth in Article III and after such Designation Letter is accepted by the Administrative Agent, such Subsidiary shall thereupon become a Designated Subsidiary for all purposes of this Agreement and, as such, shall have all of the rights and obligations of a Borrower all or any part hereunder. The Administrative Agent shall promptly notify each Lender of each such designation by PPG and the identity of each such Designated Subsidiary. Following the giving of any Loan that such Designating Lender would otherwise be obligated to make to the Borrower notice pursuant to this Credit Agreement; provided that (I) nothing herein shall constitute a commitment by any SPV to make any LoanSection 9.14(a), (II) if an SPV elects not to exercise the designation of such option or otherwise fails to provide all Designated Subsidiary obligates the Administrative Agent or any part Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, PPG shall, promptly upon the request of the Administrative Agent or any Lender, supply such Loan, documentation and other evidence as is reasonably requested by the Designating Administrative Agent or any Lender shall in order for the Administrative Agent or such Lender to carry out and be obligated to make such Loan pursuant to satisfied it has complied with the terms hereof, (III) the Designating Lender shall remain liable for any indemnity results of all necessary “know your customer” or other payment obligation with respect to its Commitment similar checks under all applicable laws and regulations. If PPG shall designate as a Designated Subsidiary hereunder and (IV) each such SPV would satisfy the requirements of Section 3.10 if such SPV was a Lender hereunder. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Designating Lender to the same extent, and as if, such Loan were made by such Designating Lender. (ii) As to any Loans or portion thereof made by it, each SPV shall have all the rights that a Lender making such Loans or portion thereof would have had under this Credit Agreement; provided, however that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Credit Agreement. No additional Note shall be required to evidence the Loans or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note as agent for such SPV to the extent of the Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV. (iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Designating Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding prior indebtedness of any SPV, it will Subsidiary not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings organized under the laws of the United States or any State thereof. (iv) In addition, notwithstanding anything any Lender may, with notice to the contrary contained Administrative Agent and PPG, fulfill its Commitment by causing an Affiliate of such Lender to act as the Lender in this Section 10.3 or otherwise in this Credit Agreementrespect of such Designated Subsidiary (and such Lender shall, any SPV may (I) at any time and without paying any processing fee therefor, assign or participate all or a portion of its interest in any Loans to the Designating Lender (or extent of Advances made to any other SPV and participations in Letters of such Designating Lender) or to any financial institutions providing liquidity and/or credit support to or Credit issued for the account of such SPV Designated Subsidiary, be deemed for all purposes hereof to support the funding or maintenance of Loans have pro tanto assigned such Advances and (II) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements participations to such SPVAffiliate in compliance with the provisions of Section 9.07). This As soon as practicable after receiving notice from PPG or the Administrative Agent of PPG’s intent to designate a Subsidiary as a Designated Subsidiary and in any event at least 10 Business Days prior to the delivery of an executed Designation Letter to the Administrative Agent pursuant to this Section 10.3 9.14(a), for a Designated Subsidiary (other than a Pre-Approved Designated Subsidiary) that is organized under the laws of a jurisdiction other than of the United States or a political subdivision thereof, any Lender that may not legally lend to, establish credit for the account of and/or do any business whatsoever with such Designated Subsidiary directly or through an Affiliate of such Lender as provided in the immediately preceding paragraph (a “Protesting Lender”) shall so notify PPG and the Administrative Agent in writing. With respect to each Protesting Lender, PPG shall, effective on or before the date that such Designated Subsidiary shall have the right to borrow hereunder, either (i) notify the Administrative Agent and such Protesting Lender that the Commitments of such Protesting Lender shall be amended without terminated; provided that such Protesting Lender shall have received payment of an amount equal to the written consent outstanding principal of any Designating Lender affected therebyits Advances and/or Letter of Credit reimbursement obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or PPG or the relevant Designated Subsidiary (in the case of all other amounts), or (ii) cancel its request to designate such Subsidiary as a “Designated Subsidiary” hereunder.

Designation. (i) Notwithstanding anything to the contrary contained hereinThe Company may at any time, any Lender (a "Designating Lender") may grant to one or more special purpose funding vehicles (each, an "SPV"), identified as such in writing and from time to time by time, upon not less than 15 Business Days’ notice, notify the Designating Lender Agent that the Company intends to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part designate a Subsidiary as a “Designated Subsidiary” for purposes of any Loan that such Designating Lender would otherwise be obligated to make to the Borrower pursuant to this Credit Agreement; provided that (I) nothing herein shall constitute a commitment by any SPV to make any Loan, (II) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Designating Lender shall be obligated to make such Loan pursuant to the terms hereof, (III) the Designating Lender shall remain liable for any indemnity or other payment obligation with respect to its Commitment hereunder and (IV) each such SPV would satisfy the requirements of Section 3.10 if such SPV was a Lender hereunder. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Designating Lender to the same extent, and as if, such Loan were made by such Designating Lender. (ii) As to any Loans or portion thereof made by it, each SPV shall have all the rights that a Lender making such Loans or portion thereof would have had under this Credit Agreement; provided, however that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Credit Agreement. No additional Note shall be required to evidence the Loans On or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note as agent for such SPV to the extent of the Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV. (iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Designating Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to after the date that is one year 15 Business Days after such notice, upon delivery to the Agent and one day after each Lender of a Designation Letter duly executed by the payment Company and the respective Subsidiary and substantially in full the form of Exhibit D hereto, such Subsidiary shall thereupon become a “Designated Subsidiary” for purposes of this Agreement and, as such, shall have all of the rights and obligations of a Borrower hereunder. The Agent shall promptly notify each Lender of the Company’s notice of such pending designation by the Company and the identity of the respective Subsidiary. Following the giving of any notice pursuant to this Section 9.09(a), if the designation of such Designated Subsidiary obligates the Agent or any Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Company shall, promptly upon the request of the Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Agent or any Lender in order for the Agent or such Lender to carry out and be satisfied it has complied with the results of all outstanding prior indebtedness of necessary “know your customer” or other similar checks under all applicable laws and regulations. If the Company shall designate as a Designated Subsidiary hereunder any SPV, it will Subsidiary not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings organized under the laws of the United States or any State thereof. (iv) In addition, notwithstanding anything any Lender may, with notice to the contrary contained Agent and the Company, fulfill its Commitment by causing an Affiliate of such Lender to act as the Lender in this Section 10.3 or otherwise in this Credit Agreementrespect of such Designated Subsidiary (and such Lender shall, any SPV may (I) at any time and without paying any processing fee therefor, assign or participate all or a portion of its interest in any Loans to the Designating Lender (or extent of Advances made to any other SPV and participations in Letters of such Designating Lender) or to any financial institutions providing liquidity and/or credit support to or Credit issued for the account of such SPV Designated Subsidiary, be deemed for all purposes hereof to support the funding or maintenance of Loans have pro tanto assigned such Advances and (II) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements participations to such SPVAffiliate in compliance with the provisions of Section 9.07). This Section 10.3 As soon as practicable after receiving notice from the Company or the Agent of the Company’s intent to designate a Subsidiary as a Designated Borrower, and in any event no later than five Business Days after the delivery of such notice, for a Designated Subsidiary that is organized under the laws of a jurisdiction other than of the United States or a political subdivision thereof, any Lender that may not legally lend to, establish credit for the account of and/or do any business whatsoever with such Designated Subsidiary directly or through an Affiliate of such Lender as provided in the immediately preceding paragraph (a “Protesting Lender”) shall so notify the Company and the Agent in writing. With respect to each Protesting Lender, the Company shall, effective on or before the date that such Designated Subsidiary shall have the right to borrow hereunder, either (A) notify the Agent and such Protesting Lender that the Commitments of such Protesting Lender shall be amended without terminated; provided that such Protesting Lender shall have received payment of an amount equal to the written consent outstanding principal of any Designating Lender affected therebyits Revolving Credit Advances and/or Letter of Credit reimbursement obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company or the relevant Designated Subsidiary (in the case of all other amounts) or (B) cancel its request to designate such Subsidiary as a “Designated Subsidiary” hereunder.

Designation. (i) Notwithstanding anything to the contrary contained herein, PPG may at any Lender (a "Designating Lender") may grant to one or more special purpose funding vehicles (each, an "SPV"), identified as such in writing time and from time to time time, and, if after the Effective Date, upon not less than 15 Business Days’ prior notice, by the Designating Lender delivery to the Administrative Agent and each Lender of a Designation Letter, duly executed by PPG and a Wholly-owned Restricted Subsidiary and in substantially the Borrowerform of Exhibit D hereto, designate such Subsidiary as a “Designated Subsidiary” for all purposes of this Agreement, and, upon fulfillment of the option to provide to applicable conditions set forth in Article III and after such Designation Letter is accepted by the Administrative Agent, such Subsidiary shall thereupon become a Designated Subsidiary for all purposes of this Agreement and, as such, shall have all of the rights and obligations of a Borrower all or any part hereunder. The Administrative Agent shall promptly notify each Lender of each such designation by PPG and the identity of each such Designated Subsidiary. Following the giving of any Loan that such Designating Lender would otherwise be obligated to make to the Borrower notice pursuant to this Credit Agreement; provided that (I) nothing herein shall constitute a commitment by any SPV to make any LoanSection 9.14(a), (II) if an SPV elects not to exercise the designation of such option or otherwise fails to provide all Designated Subsidiary obligates the Administrative Agent or any part Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, PPG shall, promptly upon the request of the Administrative Agent or any Lender, supply such Loan, documentation and other evidence as is reasonably requested by the Designating Administrative Agent or any Lender shall in order for the Administrative Agent or such Lender to carry out and be obligated to make such Loan pursuant to satisfied it has complied with the terms hereof, (III) the Designating Lender shall remain liable for any indemnity results of all necessary “know your customer” or other payment obligation with respect to its Commitment similar checks under all applicable laws and regulations. If PPG shall designate as a Designated Subsidiary hereunder and (IV) each such SPV would satisfy the requirements of Section 3.10 if such SPV was a Lender hereunder. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Designating Lender to the same extent, and as if, such Loan were made by such Designating Lender. (ii) As to any Loans or portion thereof made by it, each SPV shall have all the rights that a Lender making such Loans or portion thereof would have had under this Credit Agreement; provided, however that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Credit Agreement. No additional Note shall be required to evidence the Loans or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note as agent for such SPV to the extent of the Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV. (iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Designating Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding prior indebtedness of any SPV, it will Subsidiary not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings organized under the laws of the United States or any State thereof. (iv) In addition, notwithstanding anything any Lender may, at its option, with notice to the contrary contained Administrative Agent and PPG, make any Advance available to such Designated Subsidiary by causing any foreign or domestic branch or Affiliate of such Lender to make such Advance; provided that any exercise of such option shall not affect the obligation of such Designated Subsidiary to repay such Advance in accordance with the terms of this Agreement. As soon as practicable after receiving notice from PPG or the Administrative Agent of PPG’s intent to designate a Subsidiary as a Designated Subsidiary and in any event at least 10 Business Days prior to the delivery of an executed Designation Letter to the Administrative Agent pursuant to this Section 10.3 9.14(a), for a Designated Subsidiary (other than a Pre-Approved Designated Subsidiary) that is organized under the laws of a jurisdiction other than of the United States or otherwise in this Credit Agreementa political subdivision thereof, any SPV Lender that may (I) at any time and without paying any processing fee therefornot legally, assign or participate all or a portion of its interest in any Loans will be subject to the Designating Lender (or to any other SPV of such Designating Lender) or to any financial institutions providing liquidity and/or increased costs, including taxes, if required to, lend to, establish credit support to or for the account of and/or do any business whatsoever with such SPV Designated Subsidiary directly or through an Affiliate of such Lender as provided in the immediately preceding paragraph (a “Protesting Lender”) shall so notify PPG and the Administrative Agent in writing. With respect to support each Protesting Lender, PPG shall, effective on or before the funding date that such Designated Subsidiary shall have the right to borrow hereunder, either (i) notify the Administrative Agent and such Protesting Lender that the Commitments of such Protesting Lender shall be terminated; provided that such Protesting Lender shall have received payment of an amount equal to the outstanding principal of its Advances and/or Letter of Credit reimbursement obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or maintenance PPG or the relevant Designated Subsidiary (in the case of Loans and all other amounts), or (IIii) disclose on cancel its request to designate such Subsidiary as a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPV. This Section 10.3 may not be amended without the written consent of any Designating Lender affected thereby“Designated Subsidiary” hereunder.

Designation. (i) Notwithstanding anything to the contrary contained hereinThe Company may at any time, any Lender (a "Designating Lender") may grant to one or more special purpose funding vehicles (each, an "SPV"), identified as such in writing and from time to time by time, upon not less than five Business Days notice (or ten Business Days notice in the Designating Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part case of any Loan that such Designating Lender would otherwise be obligated to make to the Borrower pursuant to this Credit Agreement; provided that (I) nothing herein shall constitute a commitment by any SPV to make any Loan, (II) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Designating Lender shall be obligated to make such Loan pursuant to the terms hereof, (III) the Designating Lender shall remain liable for any indemnity or other payment obligation with respect to its Commitment hereunder and (IV) each such SPV would satisfy the requirements of Section 3.10 if such SPV was a Lender hereunder. The making Subsidiary organized under laws of a Loan by an SPV hereunder shall utilize the Commitment jurisdiction outside of the Designating Lender United States), notify the Agent that the Company intends to the same extent, and designate a Subsidiary as if, such Loan were made by such Designating Lender. (ii) As to any Loans or portion thereof made by it, each SPV shall have all the rights that a Lender making such Loans or portion thereof would have had under “Designated Subsidiary” for purposes of this Credit Agreement; provided, however that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Credit Agreement. No additional Note shall be required to evidence the Loans On or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note as agent for such SPV to the extent of the Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV. (iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Designating Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to after the date that is one year five Business Days after such notice (or ten Business Days notice in the case of any Subsidiary organized under laws of a jurisdiction outside of the United States), upon delivery to the Agent and one day each Lender of a Designation Letter duly executed by the Company and the respective Subsidiary and substantially in the form of Exhibit E hereto, such Subsidiary shall thereupon become a “Designated Subsidiary” for all purposes of this Agreement, and, upon fulfillment of the applicable conditions set forth in Section 3.02 and after such Designation Letter is accepted by the payment Agent, such Subsidiary shall thereupon become a Designated Subsidiary for all purposes of this Agreement and, as such, shall have all of the rights and obligations of a Borrower hereunder. The Agent shall promptly notify each Lender of the Company’s notice of such pending designation by the Company and the identity of the respective Subsidiary. Following the giving of any notice pursuant to this Section 9.08(a), if the designation of such Designated Subsidiary obligates the Agent or any Lender to comply with “know your customer” or similar identification procedures in full circumstances where the necessary information is not already available to it, the Company shall, promptly upon the request of the Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Agent or any Lender in order for the Agent or such Lender to carry out and be satisfied it has complied with the results of all outstanding prior indebtedness of necessary “know your customer” or other similar checks under all applicable laws and regulations. If the Company shall designate as a Designated Subsidiary hereunder any SPV, it will Subsidiary not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings organized under the laws of the United States or any State thereof. (iv) In addition, notwithstanding anything any Lender may, with notice to the contrary contained Agent and the Company, fulfill its Commitment by causing an Affiliate of such Lender to act as the Lender in this Section 10.3 respect of such Designated Subsidiary. As soon as practicable after receiving notice from the Company or otherwise the Agent of the Company’s intent to designate a Subsidiary as a Designated Borrower, and in this Credit Agreementany event no later than five Business Days after the delivery of such notice, for a Designated Subsidiary that is organized under the laws of a jurisdiction other than of the United States or a political subdivision thereof, any SPV Lender that may (I) at any time and without paying any processing fee therefornot legally lend to, assign or participate all or a portion of its interest in any Loans to the Designating Lender (or to any other SPV of such Designating Lender) or to any financial institutions providing liquidity and/or establish credit support to or for the account of and/or do any business whatsoever with such SPV Designated Subsidiary directly or through an Affiliate of such Lender as provided in the immediately preceding paragraph (a “Protesting Lender”) shall so notify the Company and the Agent in writing. With respect to support each Protesting Lender, the funding Company shall, effective on or maintenance before the date that such Designated Subsidiary shall have the right to borrow hereunder, either (A) notify the Agent and such Protesting Lender that the Commitments of Loans such Protesting Lender shall be terminated; provided that such Protesting Lender shall have received payment of an amount equal to the outstanding principal of its Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from (IIif such Protesting Lender’s Commitments are assigned) disclose on the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company or the relevant Designated Subsidiary (in the case an assignment, of all other amounts or, if such Commitments are terminated, of such outstanding principal and accrued interest, fees and other amounts), or (B) cancel its request to designate such Subsidiary as a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPV. This Section 10.3 may not be amended without the written consent of any Designating Lender affected thereby“Designated Subsidiary” hereunder.

Designation. (i) Notwithstanding anything to the contrary contained hereinThe Company may at any time, any Lender (a "Designating Lender") may grant to one or more special purpose funding vehicles (each, an "SPV"), identified as such in writing and from time to time by time, upon not less than 15 Business Days’ notice, notify the Designating Lender Agent that the Company intends to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part designate a Subsidiary as a “Designated Subsidiary” for purposes of any Loan that such Designating Lender would otherwise be obligated to make to the Borrower pursuant to this Credit Agreement; provided that (I) nothing herein shall constitute a commitment by any SPV to make any Loan, (II) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Designating Lender shall be obligated to make such Loan pursuant to the terms hereof, (III) the Designating Lender shall remain liable for any indemnity or other payment obligation with respect to its Commitment hereunder and (IV) each such SPV would satisfy the requirements of Section 3.10 if such SPV was a Lender hereunder. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Designating Lender to the same extent, and as if, such Loan were made by such Designating Lender. (ii) As to any Loans or portion thereof made by it, each SPV shall have all the rights that a Lender making such Loans or portion thereof would have had under this Credit Agreement; provided, however that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Credit Agreement. No additional Note shall be required to evidence the Loans On or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note as agent for such SPV to the extent of the Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV. (iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Designating Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to after the date that is one year 15 Business Days after such notice, upon delivery to the Agent and one day after each Lender of a Designation Letter duly executed by the payment Company and the respective Subsidiary and substantially in full the form of Exhibit E hereto, such Subsidiary shall thereupon become a “Designated Subsidiary” for purposes of this Agreement and, as such, shall have all of the rights and obligations of a Borrower hereunder. The Agent shall promptly notify each Lender of the Company’s notice of such pending designation by the Company and the identity of the respective Subsidiary. Following the giving of any notice pursuant to this Section 9.09(a), if the designation of such Designated Subsidiary obligates the Agent or any Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Company shall, promptly upon the request of the Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Agent or any Lender in order for the Agent or such Lender to carry out and be satisfied it has complied with the results of all outstanding prior indebtedness of necessary “know your customer” or other similar checks under all applicable laws and regulations. If the Company shall designate as a Designated Subsidiary hereunder any SPV, it will Subsidiary not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings organized under the laws of the United States or any State thereof. (iv) In addition, notwithstanding anything any Lender may, with notice to the contrary contained Agent and the Company, fulfill its Commitment by causing an Affiliate or branch of such Lender to act as the Lender in this Section 10.3 respect of such Designated Subsidiary. As soon as practicable after receiving notice from the Company or otherwise the Agent of the Company’s intent to designate a Subsidiary as a Designated Borrower, and in this Credit Agreementany event no later than five Business Days after the delivery of such notice, for a Designated Subsidiary that is organized under the laws of a jurisdiction other than of the United States or a political subdivision thereof, any SPV Lender that may (I) at any time and without paying any processing fee therefornot legally lend to, assign or participate all or a portion of its interest in any Loans to the Designating Lender (or to any other SPV of such Designating Lender) or to any financial institutions providing liquidity and/or establish credit support to or for the account of and/or do any business whatsoever with such SPV Designated Subsidiary directly or through an Affiliate of such Lender as provided in the immediately preceding paragraph (a “Protesting Lender”) shall so notify the Company and the Agent in writing. With respect to support each Protesting Lender, the funding Company shall, effective on or maintenance before the date that such Designated Subsidiary shall have the right to borrow hereunder, either (A) notify the Agent and such Protesting Lender that the Commitments of Loans such Protesting Lender shall be terminated; provided that such Protesting Lender shall have received payment of an amount equal to the outstanding principal of its Advances and/or Letter of Credit reimbursement obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (IIto the extent of such outstanding principal and accrued interest and fees) disclose on or the Company or the relevant Designated Subsidiary (in the case of all other amounts) or (B) cancel its request to designate such Subsidiary as a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPV. This Section 10.3 may not be amended without the written consent of any Designating Lender affected thereby“Designated Subsidiary” hereunder.

Designation. (i) Notwithstanding anything to the contrary contained hereinThe Company may at any time, any Lender (a "Designating Lender") may grant to one or more special purpose funding vehicles (each, an "SPV"), identified as such in writing and from time to time time, upon not less than 15 Business Days’ notice, notify the Agent that the Company intends to designate a Subsidiary as a “LC Subsidiary” or a “Subsidiary Borrower” for purposes of this Agreement. On or after the date that is 15 Business Days after such notice, upon delivery to the Agent and each Lender of each of the documents listed in clause (ii) below, such Subsidiary shall thereupon become a “LC Subsidiary” or a “Subsidiary Borrower” (as specified in such notice) for purposes of this Agreement and, as such, shall have all of the rights and obligations of a Loan Party hereunder. The Agent shall promptly notify each Lender of the Company’s notice of such pending designation by the Designating Lender to the Administrative Agent Company and the Borrower, identity of the option to provide to respective Subsidiary. Following the Borrower all or any part giving of any Loan that such Designating Lender would otherwise be obligated to make to the Borrower notice pursuant to this Credit Agreement; provided that (I) nothing herein shall constitute Section 10.12(a), if the designation of such Subsidiary as a commitment by any SPV to make any Loan, (II) if an SPV elects not to exercise such option or otherwise fails to provide all Loan Party obligates the Agent or any part of such LoanLender to comply with “know your customer” or similar identification procedures (including without limitation, the Designating Beneficial Ownership Regulation) in circumstances where the necessary information is not already available to it, the Company shall, promptly upon the request of the Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Agent or any Lender shall in order for the Agent or such Lender to carry out and be obligated to make such Loan pursuant to satisfied it has complied with the terms hereof, (III) the Designating Lender shall remain liable for any indemnity results of all necessary “know your customer” or other payment obligation with respect to its Commitment hereunder similar checks under all applicable laws and (IV) each such SPV would satisfy the requirements of Section 3.10 if such SPV was a Lender hereunder. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Designating Lender to the same extent, and as if, such Loan were made by such Designating Lenderregulations. (ii) As to any Loans or portion thereof made by it, each SPV No Subsidiary designated as a Loan Party in accordance with clause (a) above shall have all the rights that a Lender making such Loans or portion thereof would have had under this Credit Agreement; provided, however that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Credit Agreement. No additional Note shall be required Agreement prior to evidence the Loans or portion thereof made date that the Agent has received each of the following, in form and substance reasonably satisfactory to the Agent: (A) The Designation Agreement duly executed by an SPV; the Company and the related Designating Lender respective Subsidiary and substantially in the form of Exhibit G hereto, (B) Certified copies of the resolutions of the Board of Directors of such Subsidiary (with a certified English translation if the original thereof is not in English) approving transactions of the type contemplated by this Agreement and the Notes of such Subsidiary, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such Notes. (C) A certificate of the Secretary or an Assistant Secretary of such Subsidiary certifying the names and true signatures of the officers of such Subsidiary authorized to sign this Agreement and the Notes of such Subsidiary and the other documents to be delivered hereunder. (D) A certificate signed by a duly authorized officer of the Company or such Subsidiary, dated as of the date of such initial Advance, certifying that such Subsidiary shall be deemed to hold its Note as agent have obtained all governmental and third party authorizations, consents, approvals (including exchange control approvals) and licenses required under applicable laws and regulations necessary for such SPV Subsidiary to execute and deliver this Agreement and the extent Notes and to perform its obligations thereunder. (E) If such Subsidiary is a Domestic Subsidiary, a favorable opinion of counsel to such Subsidiary, dated the Loans date of such initial Advance, substantially in the form of Exhibit D hereto. (F) Each such Subsidiary that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall deliver, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Subsidiary. (G) Such other approvals or portion thereof funded by such SPV. In additiondocuments as any Lender, any payments for through the account of any SPV shall be paid to its Designating Lender as agent for such SPVAgent, may reasonably request. (iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity As soon as practicable after receiving notice from the Company or payment under this Credit Agreement for which the Agent of the Company’s intent to designate a Lender would otherwise be liable for so long asSubsidiary as a Loan Party, and to the extent, the Designating Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to the date that is one year and one day in any event no later than five Business Days after the payment in full delivery of all outstanding prior indebtedness of any SPVsuch notice, it will not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States or any State thereof. (iv) In addition, notwithstanding anything to the contrary contained in this Section 10.3 or otherwise in this Credit Agreementfor a Foreign Subsidiary, any SPV Lender that may (I) at any time and without paying any processing fee therefornot legally lend to, assign or participate all or a portion of its interest in any Loans to the Designating Lender (or to any other SPV of such Designating Lender) or to any financial institutions providing liquidity and/or establish credit support to or for the account of and/or do any business whatsoever with such SPV Foreign Subsidiary directly or through an Affiliate of such Lender as provided in the immediately preceding paragraph (a “Protesting Lender”) shall so notify the Company and the Agent in writing. With respect to support each Protesting Lender, the funding Company shall, effective on or maintenance before the date that such Foreign Subsidiary shall have the right to borrow hereunder, either (A) notify the Agent and such Protesting Lender that the Commitments of Loans such Protesting Lender shall be terminated; provided that such Protesting Lender shall have received payment of an amount equal to the outstanding principal of its Advances and/or Letter of Credit reimbursement obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (IIto the extent of such outstanding principal and accrued interest and fees) disclose on or the Company or the relevant Foreign Subsidiary (in the case of all other amounts), or (B) cancel its request to designate such Subsidiary as a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPV. This Section 10.3 may not be amended without the written consent of any Designating Lender affected therebyLoan Party hereunder.

Designation. (i) Notwithstanding anything to the contrary contained hereinThe Company may at any time, any Lender (a "Designating Lender") may grant to one or more special purpose funding vehicles (each, an "SPV"), identified as such in writing and from time to time by time, upon not less than 15 Business Days’ notice, notify the Designating Lender Agent that the Company intends to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part designate a Subsidiary as a “Designated Subsidiary” for purposes of any Loan that such Designating Lender would otherwise be obligated to make to the Borrower pursuant to this Credit Agreement; provided that (I) nothing herein shall constitute a commitment by any SPV to make any Loan, (II) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Designating Lender shall be obligated to make such Loan pursuant to the terms hereof, (III) the Designating Lender shall remain liable for any indemnity or other payment obligation with respect to its Commitment hereunder and (IV) each such SPV would satisfy the requirements of Section 3.10 if such SPV was a Lender hereunder. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Designating Lender to the same extent, and as if, such Loan were made by such Designating Lender. (ii) As to any Loans or portion thereof made by it, each SPV shall have all the rights that a Lender making such Loans or portion thereof would have had under this Credit Agreement; provided, however that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Credit Agreement. No additional Note shall be required to evidence the Loans On or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note as agent for such SPV to the extent of the Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV. (iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Designating Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to after the date that is one year 15 Business Days after such notice, upon delivery to the Agent and one day after each Lender of a Designation Letter duly executed by the payment Company and the respective Subsidiary and substantially in full the form of Exhibit D hereto, such Subsidiary shall thereupon become a “Designated Subsidiary” for purposes of this Agreement and, as such, shall have all of the rights and obligations of a Borrower hereunder. The Agent shall promptly notify each Lender of the Company’s notice of such pending designation by the Company and the identity of the respective Subsidiary. Following the giving of any notice pursuant to this Section 9.09(a), if the designation of such Designated Subsidiary obligates the Agent or any Lender to comply with “know your customer” or similar identification procedures in circumstances Jabil Credit Agreement where the necessary information is not already available to it, the Company shall, promptly upon the request of the Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Agent or any Lender in order for the Agent or such Lender to carry out and be satisfied it has complied with the results of all outstanding prior indebtedness of necessary “know your customer” or other similar checks under all applicable laws and regulations. If the Company shall designate as a Designated Subsidiary hereunder any SPV, it will Subsidiary not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings organized under the laws of the United States or any State thereof. (iv) In addition, notwithstanding anything any Lender may, with notice to the contrary contained Agent and the Company, fulfill its Commitment by causing an Affiliate of such Lender to act as the Lender in this Section 10.3 or otherwise in this Credit Agreementrespect of such Designated Subsidiary (and such Lender shall, any SPV may (I) at any time and without paying any processing fee therefor, assign or participate all or a portion of its interest in any Loans to the Designating Lender (or extent of Advances made to any other SPV and participations in Letters of such Designating Lender) or to any financial institutions providing liquidity and/or credit support to or Credit issued for the account of such SPV Designated Subsidiary, be deemed for all purposes hereof to support the funding or maintenance of Loans have pro tanto assigned such Advances and (II) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements participations to such SPVAffiliate in compliance with the provisions of Section 9.07). This Section 10.3 As soon as practicable after receiving notice from the Company or the Agent of the Company’s intent to designate a Subsidiary as a Designated Borrower, and in any event no later than five Business Days after the delivery of such notice, for a Designated Subsidiary that is organized under the laws of a jurisdiction other than of the United States or a political subdivision thereof, any Lender that may not legally lend to, establish credit for the account of and/or do any business whatsoever with such Designated Subsidiary directly or through an Affiliate of such Lender as provided in the immediately preceding paragraph (a “Protesting Lender”) shall so notify the Company and the Agent in writing. With respect to each Protesting Lender, the Company shall, effective on or before the date that such Designated Subsidiary shall have the right to borrow hereunder, either (A) notify the Agent and such Protesting Lender that the Commitments of such Protesting Lender shall be amended without terminated; provided that such Protesting Lender shall have received payment of an amount equal to the written consent outstanding principal of any Designating Lender affected therebyits Revolving Credit Advances and/or Letter of Credit reimbursement obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company or the relevant Designated Subsidiary (in the case of all other amounts) or (B) cancel its request to designate such Subsidiary as a “Designated Subsidiary” hereunder.

Designation. (i) Notwithstanding anything to the contrary contained hereinVisa Inc. may, upon ten Business Days prior notice, at any Lender (a "Designating Lender") may grant to one or more special purpose funding vehicles (eachtime, an "SPV"), identified as such in writing and from time to time time, by the Designating Lender delivery to the Administrative Agent of a Designation Agreement duly executed by Visa Inc. and the respective Subsidiary and substantially in the form of Exhibit B hereto, designate such Subsidiary as a “Designated Borrower” for purposes of this Agreement and such Subsidiary shall thereupon become a “Designated Borrower” for purposes of this Agreement and, as such, shall have all of the rights and obligations of a Borrower hereunder; provided that no such Designated Borrower may borrow hereunder unless the conditions in Section 4.2 are satisfied on the date of the initial borrowing by such Designated Borrower; and provided further that if such Subsidiary is organized under the laws of a jurisdiction other than that of the United States or a political subdivision thereof (or, solely in the case of a designation of Visa Europe Limited, the option to provide United Kingdom), Visa Inc. shall give 15 Business Days prior notice to the Borrower all or any part Administrative Agent. The Administrative Agent shall promptly notify each Lender of each such designation by Visa Inc. and the identity of the respective Subsidiary. Following the giving of any Loan that such Designating Lender would otherwise be obligated to make to the Borrower notice pursuant to this Credit Agreement; provided that (I) nothing herein shall constitute a commitment by any SPV to make any LoanSection 2.24, (II) if an SPV elects not to exercise the designation of such option or otherwise fails to provide all Designated Borrower obligates the Administrative Agent or any part of such Loan, the Designating Lender shall be obligated to make such Loan pursuant to the terms hereof, (III) the Designating Lender shall remain liable for any indemnity comply with “know your customer” or other payment obligation with respect identification and customary due diligence procedures in circumstances where the necessary information is not already available to its Commitment hereunder and (IV) each such SPV would satisfy it, Visa Inc. shall, promptly upon the requirements of Section 3.10 if such SPV was a Lender hereunder. The making of a Loan by an SPV hereunder shall utilize the Commitment request of the Designating Administrative Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry out and be satisfied it has complied with the same extentresults of all necessary “know your customer” and customary due diligence or other similar checks under all applicable laws and regulations (including, and as ifwithout limitation, Beneficial Ownership Certifications in relation to such Loan were made by such Designating Lender. (ii) As to any Loans or portion thereof made by it, each SPV shall have all the rights that a Lender making such Loans or portion thereof would have had under this Credit Agreement; provided, however that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Credit Agreement. No additional Note shall be required to evidence the Loans or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note as agent for such SPV Designated Borrower to the extent such Designated Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation). For the avoidance of doubt, Visa International, Visa U.S.A. and VEL are Designated Borrowers as of the Loans or portion thereof funded by such SPVClosing Date and the conditions in Section 4.2 are deemed to have been satisfied. In addition, If Visa Inc. shall designate as a Designated Borrower hereunder any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV. (iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Designating Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding prior indebtedness of any SPV, it will Subsidiary not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings organized under the laws of the United States or any State thereof, any Lender may, with notice to the Administrative Agent and Visa Inc., fulfill its Commitment by causing an Affiliate or branch of such Lender to act as the Lender in respect of such Designated Borrower. (ivi) In additionAs soon as practicable and in any event within five Business Days after notice of the designation under Section 2.24(a)(i) of a Designated Borrower that is organized under the laws of a jurisdiction other than of the United States or a political subdivision thereof (or, notwithstanding anything to solely in the contrary contained in this Section 10.3 or otherwise in this Credit Agreementcase of a designation of Visa Europe Limited, the United Kingdom), any SPV Lender that may (I) at any time and without paying any processing fee therefor, assign or participate all or a portion of its interest in any Loans to the Designating Lender (or to any other SPV of such Designating Lender) or to any financial institutions providing liquidity and/or credit support to or for the account of such SPV to support the funding or maintenance of Loans and (II) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPV. This Section 10.3 may not be amended without the written consent of any Designating Lender affected thereby.not

Designation. (i) Notwithstanding anything to the contrary contained hereinVisa Inc. may, upon ten Business Days prior notice, at any Lender (a "Designating Lender") may grant to one or more special purpose funding vehicles (eachtime, an "SPV"), identified as such in writing and from time to time time, by the Designating Lender delivery to the Administrative Agent of a Designation Agreement duly executed by Visa Inc. and the respective Subsidiary and substantially in the form of Exhibit B hereto, designate such Subsidiary as a “Designated Borrower” for purposes of this Agreement and such Subsidiary shall thereupon become a “Designated Borrower” for purposes of this Agreement and, as such, shall have all of the rights and obligations of a Borrower hereunder; provided that no such Designated Borrower may borrow hereunder unless the conditions in Section 4.2 are satisfied on the date of the initial borrowing by such Designated Borrower; and provided further that if such Subsidiary is organized under the laws of a jurisdiction other than that of the United States or a political subdivision thereof (or, solely in the case of a designation of Visa Europe Limited, the option to provide United Kingdom), Visa Inc. shall give 15 Business Days prior notice to the Borrower all or any part Administrative Agent. The Administrative Agent shall promptly notify each Lender of each such designation by Visa Inc. and the identity of the respective Subsidiary. Following the giving of any Loan that such Designating Lender would otherwise be obligated to make to the Borrower notice pursuant to this Credit Agreement; provided that (I) nothing herein shall constitute a commitment by any SPV to make any LoanSection 2.24, (II) if an SPV elects not to exercise the designation of such option or otherwise fails to provide all Designated Borrower obligates the Administrative Agent or any part of such Loan, the Designating Lender shall be obligated to make such Loan pursuant to the terms hereof, (III) the Designating Lender shall remain liable for any indemnity comply with “know your customer” or other payment obligation with respect identification and customary due diligence procedures in circumstances where the necessary information is not already available to its Commitment hereunder and (IV) each such SPV would satisfy it, Visa Inc. shall, promptly upon the requirements of Section 3.10 if such SPV was a Lender hereunder. The making of a Loan by an SPV hereunder shall utilize the Commitment request of the Designating Administrative Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry out and be satisfied it has complied with the same extentresults of all necessary “know your customer” and customary due diligence or other similar checks under all applicable laws and regulations (including, and as ifwithout limitation, Beneficial Ownership Certifications in relation to such Loan were made by such Designating Lender. (ii) As to any Loans or portion thereof made by it, each SPV shall have all the rights that a Lender making such Loans or portion thereof would have had under this Credit Agreement; provided, however that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Credit Agreement. No additional Note shall be required to evidence the Loans or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note as agent for such SPV Designated Borrower to the extent such Designated Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation). For the avoidance of doubt, Visa International, Visa U.S.A. and VEL are Designated Borrowers as of the Loans or portion thereof funded by such SPVClosing Date and the conditions in Section 4.2 are deemed to have been satisfied. In addition, If Visa Inc. shall designate as a Designated Borrower hereunder any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV. (iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Designating Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding prior indebtedness of any SPV, it will Subsidiary not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings organized under the laws of the United States or any State thereof, any Lender may, with notice to the Administrative Agent and Visa Inc., fulfill its Commitment by causing an Affiliate or branch of such Lender to act as the Lender in respect of such Designated Borrower. (ivii) In additionAs soon as practicable and in any event within five Business Days after notice of the designation under Section 2.24(a)(i) of a Designated Borrower that is organized under the laws of a jurisdiction other than of the United States or a political subdivision thereof (or, notwithstanding anything to solely in the contrary contained in this Section 10.3 or otherwise in this Credit Agreementcase of a designation of Visa Europe Limited, the United Kingdom), any SPV Lender that may not legally lend to, or whose internal policies, consistently applied, preclude lending to, such Designated Borrower (Ia “Protesting Lender”) at any time shall so notify Visa Inc. and without paying any processing fee thereforthe Administrative Agent in writing. With respect to each Protesting Lender, assign Visa Inc. shall, effective on or participate all before the date that such Designated Borrower shall have the right to borrow hereunder, either (A) (i) replace such Protesting Lender in accordance with Section 2.27 or a portion of its interest in any Loans to (ii) notify the Designating Administrative Agent and such Protesting Lender (or to any other SPV that the Commitments of such Designating LenderProtesting Lender shall be terminated; provided that (x) or to any financial institutions providing liquidity and/or credit support to or for Visa Inc. shall have received the account of such SPV to support the funding or maintenance of Loans and (II) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPV. This Section 10.3 may not be amended without the prior written consent of any Designating the Administrative Agent which consent shall not unreasonably be withheld, and (y) such Protesting Lender affected therebyshall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, including amounts payable pursuant to Section 3.5, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the relevant Borrower (in the case of all other amounts), or (B) cancel its request to designate such Subsidiary as a “Designated Borrower” hereunder.

Designation. (i) Notwithstanding anything to the contrary contained hereinThe Company may at any time, any Lender (a "Designating Lender") may grant to one or more special purpose funding vehicles (each, an "SPV"), identified as such in writing and from time to time by time, upon not less than 15 Business Days’ notice in the Designating Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part case of any Loan Subsidiary so designated after the Effective Date, notify the Agent that such Designating Lender would otherwise be obligated the Company intends to make to the Borrower pursuant to designate a Subsidiary as a “Designated Subsidiary” for purposes of this Credit Agreement; provided that (I) nothing herein shall constitute a commitment by any SPV to make any Loan, (II) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Designating Lender shall be obligated to make such Loan pursuant to the terms hereof, (III) the Designating Lender shall remain liable for any indemnity or other payment obligation with respect to its Commitment hereunder and (IV) each such SPV would satisfy the requirements of Section 3.10 if such SPV was a Lender hereunder. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Designating Lender to the same extent, and as if, such Loan were made by such Designating Lender. (ii) As to any Loans or portion thereof made by it, each SPV shall have all the rights that a Lender making such Loans or portion thereof would have had under this Credit Agreement; provided, however that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Credit Agreement. No additional Note shall be required to evidence the Loans On or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note as agent for such SPV to the extent of the Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV. (iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Designating Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to after the date that is one year 15 Business Days after such notice, upon delivery to the Agent of a Designation Letter duly executed by the Company and one day after the payment respective Subsidiary and substantially in full the form of Exhibit D hereto, such Subsidiary shall thereupon become a “Designated Subsidiary” and a “Borrower” for purposes of this Agreement and, as such, shall (i) have all of the rights and obligations of a Borrower hereunder and (ii) become a Borrower hereunder as if initially named herein as such. The Agent shall promptly notify each Lender of the Company’s notice of such pending designation by the Company and the identity of the respective Subsidiary. Following the giving of any notice pursuant to this Section 9.09(a), if the designation of such Designated Subsidiary obligates the Agent or any Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Company shall, promptly upon the request of the Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Agent or any Lender in order for the Agent or such Lender to carry out and be satisfied it has complied with the results of all outstanding prior indebtedness of necessary “know your customer” or other similar checks under all applicable laws and regulations and a Beneficial Ownership Certification if such Designated Subsidiary qualifies as a “legal entity customer” under the Beneficial Ownership Regulation. If the Company shall designate as a Designated Subsidiary hereunder any SPV, it will Subsidiary not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings organized under the laws of the United States or any State thereof. (iv) In addition, notwithstanding anything any Lender may, with notice to the contrary contained Agent and the Company, fulfill its Commitment by causing another of its offices or branches or an Affiliate of such Lender to act as the Lender in this Section 10.3 respect of such Designated Subsidiary. As soon as practicable after receiving notice from the Company or otherwise the Agent of the Company’s intent to designate a Subsidiary as a Designated Subsidiary, and in this Credit Agreementany event no later than five Business Days after the delivery of such notice, for a Designated Subsidiary that is organized under the laws of a jurisdiction other than the United States or any state or political subdivision thereof, any SPV Lender that may (I) at any time and without paying any processing fee therefornot legally lend to, assign or participate all or a portion of its interest in any Loans to the Designating Lender (or to any other SPV of such Designating Lender) or to any financial institutions providing liquidity and/or establish credit support to or for the account of and/or do any business whatsoever with such SPV Designated Subsidiary directly or through an Affiliate of such Lender as provided in the immediately preceding paragraph (a “Protesting Lender”) shall so notify the Company and the Agent in writing. With respect to support each Protesting Lender, the funding Company shall, effective on or maintenance before the date that such Designated Subsidiary shall have the right to borrow hereunder, either notify the Agent and such Protesting Lender that the Commitments of Loans such Protesting Lender shall be terminated; provided that such Protesting Lender shall have received payment of an amount equal to the outstanding principal of its Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (IIto the extent of such outstanding principal and accrued interest and fees) disclose on or the Company or the relevant Designated Subsidiary (in the case of all other amounts), or (B) cancel its request to designate such Subsidiary as a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPV. This Section 10.3 may not be amended without the written consent of any Designating Lender affected thereby“Designated Subsidiary” hereunder.

Designation. The Parent may at any time, and from time to time, upon not less than 15 Business Days’ notice in the case of any Subsidiary so designated after the Effective Date, notify the Administrative Agent (iwho shall promptly notify the Lenders) Notwithstanding anything that the Parent intends to designate a Subsidiary as a “Designated Subsidiary” for purposes of this Agreement. On or after the date that is 15 Business Days after such notice, upon delivery to the contrary contained hereinAdministrative Agent and each Lender of a Designation Agreement duly executed by the Parent and the respective Subsidiary and substantially in the form of Exhibit E hereto, such Subsidiary shall thereupon become a “Designated Subsidiary” for purposes of this Agreement and, as such, shall have all of the rights and obligations of a Borrower hereunder. The Administrative Agent shall promptly notify each Lender of the Parent’s notice of such pending designation by the Parent and the identity of the respective Subsidiary. Following the giving of any notice pursuant to this Section 16.3(a), if the designation of such Designated Subsidiary obligates the Administrative Agent or any Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Parent shall, promptly upon the request of the Administrative Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry out and be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under all applicable laws and regulations. If the Parent shall designate as a Designated Subsidiary hereunder any Subsidiary not organized under the laws of the United States, any State thereof or the United Kingdom and Wales, any Lender (a "Designating Lender") may grant to one or more special purpose funding vehicles (eachmay, an "SPV"), identified as such in writing from time to time by the Designating Lender with notice to the Administrative Agent and the BorrowerParent, the option to provide to the Borrower all or any part of any Loan that such Designating Lender would otherwise be obligated to make to the Borrower pursuant to this Credit Agreement; provided that (I) nothing herein shall constitute a commitment fulfill its Commitment by any SPV to make any Loan, (II) if causing an SPV elects not to exercise such option or otherwise fails to provide all or any part Affiliate of such Loan, Lender to act as the Designating Lender shall be obligated to make in respect of such Loan pursuant to Designated Subsidiary. As soon as practicable after receiving notice from the terms hereof, (III) Parent or the Designating Lender shall remain liable for any indemnity or other payment obligation with respect to its Commitment hereunder and (IV) each such SPV would satisfy the requirements of Section 3.10 if such SPV was a Lender hereunder. The making of a Loan by an SPV hereunder shall utilize the Commitment Administrative Agent of the Designating Lender Parent’s intent to the same extentdesignate a Subsidiary as a Designated Subsidiary, and as if, such Loan were made by such Designating Lender. (ii) As to in any Loans or portion thereof made by it, each SPV shall have all event no later than ten Business Days after the rights that a Lender making such Loans or portion thereof would have had under this Credit Agreement; provided, however that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documents) and to exercise on such SPV's behalf, all delivery of such SPV's voting rights under this Credit Agreement. No additional Note shall be required to evidence the Loans or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note as agent notice, for such SPV to the extent of the Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV. (iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Designating Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to the date Designated Subsidiary that is one year and one day after the payment in full of all outstanding prior indebtedness of any SPV, it will not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings organized under the laws of a jurisdiction other than of the United States or any State a political subdivision thereof. (iv) In addition, notwithstanding anything to the contrary contained in this Section 10.3 or otherwise in this Credit Agreement, any SPV Lender that may (I) at any time and without paying any processing fee therefornot legally lend to, assign or participate all or a portion of its interest in any Loans to the Designating Lender (or to any other SPV of such Designating Lender) or to any financial institutions providing liquidity and/or establish credit support to or for the account of and/or do any business whatsoever with such SPV Designated Subsidiary, either directly or through an Affiliate of such Lender selected pursuant to support the funding immediately preceding paragraph (a “Protesting Lender”) shall so notify the Parent and the Administrative Agent in writing. With respect to each Protesting Lender, the Parent shall, effective on or maintenance before the date that such Designated Subsidiary shall have the right to borrow hereunder, either (A) notify the Administrative Agent and such Protesting Lender that the Commitments of Loans and (II) disclose on a confidential basis any non-public information relating such Protesting Lender shall be terminated; provided that such Protesting Lender shall have received payment of an amount equal to the outstanding principal of its Loans to any rating agencyAdvances, commercial paper dealer or provider of any suretyaccrued interest thereon, guarantee or credit or liquidity enhancements to such SPV. This Section 10.3 may not be amended without the written consent of any Designating Lender affected thereby.accrued

Designation. (i) Notwithstanding anything to the contrary contained hereinThe Company may at any time, any Lender (a "Designating Lender") may grant to one or more special purpose funding vehicles (each, an "SPV"), identified as such in writing and from time to time by time, upon not less than 15 Business Days’ notice in the Designating Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part case of any Loan direct or indirect Wholly-Owned Subsidiary so designated after the Restatement Date, notify the Agent that such Designating Lender would otherwise be obligated the Company intends to make to the Borrower pursuant to designate a Subsidiary as a “Designated Subsidiary” for purposes of this Credit Agreement; provided that (I) nothing herein shall constitute a commitment by any SPV to make any Loan, (II) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Designating Lender shall be obligated to make such Loan pursuant to the terms hereof, (III) the Designating Lender shall remain liable for any indemnity or other payment obligation with respect to its Commitment hereunder and (IV) each such SPV would satisfy the requirements of Section 3.10 if such SPV was a Lender hereunder. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Designating Lender to the same extent, and as if, such Loan were made by such Designating Lender. (ii) As to any Loans or portion thereof made by it, each SPV shall have all the rights that a Lender making such Loans or portion thereof would have had under this Credit Agreement; provided, however that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Credit Agreement. No additional Note shall be required to evidence the Loans On or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note as agent for such SPV to the extent of the Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV. (iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Designating Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to after the date that is one year 15 Business Days after such notice, upon delivery to the Agent and one day after each Lender of a Designation Letter duly executed by the payment Company and the respective Subsidiary and substantially in full the form of Exhibit F hereto, such Subsidiary shall thereupon become a “Designated Subsidiary” for purposes of this Agreement and, as such, shall have all of the rights and obligations of a Borrower hereunder. The Agent shall promptly notify each Lender of the Company’s notice of such pending designation by the Company and the identity of the respective Subsidiary. Following the giving of any notice pursuant to this Section 9.09(a), if the designation of such Designated Subsidiary obligates the Agent or any Lender to comply with “know your customer”, the Patriot Act or similar identification procedures in circumstances where the necessary information is not already available to it, the Company shall, promptly upon the request of the Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Agent or any Lender in order for the Agent or such Lender to carry out and be satisfied it has complied with the results of all outstanding prior indebtedness of necessary “know your customer” or other similar checks under all applicable laws and regulations. If the Company shall designate as a Designated Subsidiary hereunder any SPV, it will Subsidiary not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings organized under the laws of the United States or any State thereof. (iv) In addition, notwithstanding anything any Lender, subject to Section 2.14(f), may, with notice to the contrary contained Agent and the Company, fulfill its Commitment by causing an Affiliate or any branch of such Lender to act as the Lender in this Section 10.3 respect of such Designated Subsidiary. As soon as practicable after receiving notice from the Company or otherwise the Agent of the Company’s intent to designate a direct or indirect Wholly-Owned Subsidiary as a Designated Subsidiary, and in this Credit Agreementany event no later than five Business Days after the delivery of such notice, for a Designated Subsidiary that is organized under the laws of a jurisdiction other than of the United States or a political subdivision thereof, any SPV Lender that may (I) at any time and without paying any processing fee therefornot legally lend to, assign or participate all or a portion of its interest in any Loans to the Designating Lender (or to any other SPV of such Designating Lender) or to any financial institutions providing liquidity and/or establish credit support to or for the account of and/or do any business whatsoever with such SPV Designated Subsidiary directly or NYDOCS02/1129523.1 through an Affiliate of such Lender as provided in the immediately preceding paragraph (a “Protesting Lender”) shall so notify the Company and the Agent in writing. With respect to support each Protesting Lender, the funding Company shall, effective on or maintenance before the date that such Designated Subsidiary shall have the right to borrow hereunder, either (A) notify the Agent and such Protesting Lender that the Commitments of Loans such Protesting Lender shall be terminated or cause such Protesting Lender to assign all of its Commitments to an Eligible Assignee identified by the Company in accordance with Section 2.21(b); provided that such Protesting Lender shall have received payment of an amount equal to the outstanding principal of its Advances and/or Letter of Credit reimbursement obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (IIto the extent of such outstanding principal and accrued interest and fees) disclose on or the Company or the relevant Designated Subsidiary (in the case of all other amounts), or (B) cancel its request to designate such Subsidiary as a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPV. This Section 10.3 may not be amended without the written consent of any Designating Lender affected thereby“Designated Subsidiary” hereunder.

Designation. (i) Notwithstanding anything The parties acknowledge that, following their entry into this Agreement, it is the present intention of Elements to make application to the contrary contained hereinCity or other appropriate governmental entity for the creation of a community development district under Chapter 190, any Lender (a "Designating Lender") may grant to one Florida Statutes, or more other special purpose funding vehicles governmental entity (eachthe “Special District”). As constituted, an "SPV"the Special District will have the power to issue bonds or other appropriate debt instruments for the purpose of financing the cost of the Work, including the design thereof, the acquisition of the Work Permits therefor, the procurement of the P&P Bonds therefor, the engagement of a contractor for the construction thereof and the construction thereof (collectively the “Improvements Tasks”), identified and thereafter to commence and complete the Improvements Tasks. Elements reserves the right to designate the Special District as such the entity responsible for the commencement and completion of the Improvements Tasks, in writing from time which event the Special District shall be Elements’ designee as contemplated in Section 12(c) above. Should Elements elect to time so designate the Special District, it shall provide written notice thereof to the School Board as provided in Section 20 below. Upon the execution and delivery by the Designating Lender Special District to the Administrative Agent School Board in the manner provided in said Section 20 of a written instrument in the form provided in Section 16(b)(ii) below certifying its acceptance of Elements’ designation hereunder, and of all obligations on the Borrowerpart of Element to perform the Improvements Tasks as specified in this Agreement and all liabilities associated with or arising out of the performance of the Improvements Tasks, the option to provide to the Borrower all or any part of any Loan that such Designating Lender would otherwise be obligated to make to the Borrower pursuant to this Credit Agreement; provided that (I) nothing herein shall constitute a commitment by any SPV to make any Loan, (II) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Designating Lender Special District shall be obligated deemed to make such Loan pursuant have succeeded to the terms hereofall of Elements’ rights, (III) the Designating Lender shall remain liable for any indemnity or other payment obligation remedies, obligations and liabilities arising under this Agreement with respect to the performance of the Improvements Tasks, including Element’s indemnification obligations with respect thereto, and Element’s indemnification obligations under the School Board Construction Easement, whereupon Elements shall be deemed forever released and discharged from its Commitment hereunder obligations under this Agreement to perform the Improvements Tasks, from all liabilities arising from the Special District’s performance of the Improvements Tasks, and (IV) each such SPV would satisfy from the requirements several indemnifications covenanted by Elements in favor of the School Board as they relate to the performance of the Improvements Tasks, and Element’s indemnification obligations under the School Board Construction Easement, with the exception of those liabilities and indemnification obligations triggered by events occurring prior to the designation; provided, all indemnifications undertaken by the Special District shall be subject to the provisions and limitations of Section 3.10 if such SPV was 768.28, Florida Statutes, which provisions are not hereby expanded, altered or waived. Further, nothing herein will be deemed to obligate the Special District to indemnify or in any other way be liable to pay to any person or entity any amount which exceeds the amount(s) for which the Special District could be liable under the provisions of Section 768.28, Florida Statutes, and nothing herein will be read as a Lender hereunder. The making of a Loan by an SPV hereunder shall utilize the Commitment waiver of the Designating Lender Special District’s sovereign immunity beyond that provided in Section 768.28, Florida Statutes, nor will anything herein be read as increasing the liability of the Special District to any person or entity beyond those limits of liability for which the Special District could be held liable under Section 768.28, Florida Statutes. Upon the designation of the Special District, the several obligations of the School Board arising under this Agreement with respect to the same extentperformance of the Improvements Tasks shall be deemed to have enured to the benefit of the Special District, and as ifthe several indemnifications covenanted by the School Board in favor of Elements under this Agreement with respect to the performance of the Improvements Tasks shall be deemed extended to the Special District. As Elements’ designee, such Loan were made by such Designating Lenderthe Special District shall neither be Elements’ agent nor its contractor. (ii) As The form of the written instrument contemplated under Section 16(b)(i) above shall be as follows: By its execution and delivery of this instrument to any Loans the Xxxxx County School Board (the “School Board”), the [insert name of Special District] (the “Special District”), hereby certifies its acceptance of the designation of the Special District by Elements Development of Jacksonville, LLC, a Florida limited liability company (“Elements”) under Section 16(b)(i) of that certain Access and Land Swap Option Agreement between Elements and the School Board dated [insert date] (the “Swap Agreement”), and of all obligations on the part of Element to perform the Improvements Tasks as defined in said Section 16(b)(i) and all liabilities associated with or portion thereof made arising out of the performance of the Improvements Tasks. Further, the Special District certifies and acknowledges that it is deemed to have succeeded to all of Elements’ rights, remedies, obligations and liabilities arising under the Swap Agreement with respect to the performance of the Improvements Tasks, with the exception of those liabilities triggered by itevents occurring prior to the designation. Further, each SPV shall have the Special District certifies and acknowledges that it is obligated to provide to the School Board proof of the insurance coverages required of Elements under the Swap Agreement for the performance of the Improvements Tasks, and to require its contractor or contractors performing the Improvements Tasks to provide the applicable insurance coverages and indemnifications set forth in Exhibit O attached to the Swap Agreement. Further, the Special District certifies and acknowledges that it accepts and is bound by all of the rights that a Lender making such Loans or portion thereof would have had terms and conditions of the several indemnifications covenanted by Elements in favor of the School Board in the Swap Agreement with respect to the performance of the Improvements Tasks, and of Element’s indemnification obligations under this Credit Agreementthe School Board Construction Easement, with the exception of those indemnification liabilities triggered by events occurring prior to the designation; provided, however that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Credit Agreement. No additional Note indemnifications undertaken by the Special District shall be required subject to evidence the Loans provisions and limitations of Section 768.28, Florida Statutes, which provisions are not hereby expanded, altered or portion thereof made by an SPV; and waived. Further, nothing herein or in the related Designating Lender shall Swap Agreement will be deemed to hold its Note obligate the Special District to indemnify or in any other way be liable to pay to any person or entity any amount which exceeds the amount(s) for which the Special District could be liable under the provisions of Section 768.28, Florida Statutes, and nothing herein or in the Swap Agreement will be read as agent for such SPV to the extent a waiver of the Loans Special District’s sovereign immunity beyond that provided in Section 768.28, Florida Statutes, nor will anything herein or portion thereof funded by such SPV. In addition, in the Swap Agreement be read as increasing the liability of the Special District to any payments for the account person or entity beyond those limits of any SPV shall be paid to its Designating Lender as agent for such SPV. (iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement liability for which a Lender would otherwise the Special District could be held liable for so long asunder Section 768.28, and to the extent, the Designating Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding prior indebtedness of any SPV, it will not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States or any State thereofFlorida Statutes. (iv) In addition, notwithstanding anything to the contrary contained in this Section 10.3 or otherwise in this Credit Agreement, any SPV may (I) at any time and without paying any processing fee therefor, assign or participate all or a portion of its interest in any Loans to the Designating Lender (or to any other SPV of such Designating Lender) or to any financial institutions providing liquidity and/or credit support to or for the account of such SPV to support the funding or maintenance of Loans and (II) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPV. This Section 10.3 may not be amended without the written consent of any Designating Lender affected thereby.

Designation. (i) Notwithstanding anything to the contrary contained hereinThe Company may at any time, any Lender (a "Designating Lender") may grant to one or more special purpose funding vehicles (each, an "SPV"), identified as such in writing and from time to time by (x) upon not less than 15 Business Days’ notice in the Designating Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part case of any Loan that such Designating Lender would otherwise be obligated to make to the Borrower pursuant to this Credit Agreement; provided that (I) nothing herein shall constitute Subsidiary other than a commitment by any SPV to make any Loan, (II) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Designating Lender shall be obligated to make such Loan pursuant to the terms hereof, (III) the Designating Lender shall remain liable for any indemnity or other payment obligation with respect to its Commitment hereunder Pre-Closing Approved Designated Subsidiary and (IVy) each such SPV would satisfy in the requirements of Section 3.10 if such SPV was a Lender hereunder. The making case of a Loan by an SPV hereunder shall utilize Pre-Closing Approved Designated Subsidiary to be designated after the Commitment Effective Date, notify the Agent that the Company intends to designate such Subsidiary as a “Designated Subsidiary” for purposes of the Designating Lender to the same extent, and as if, such Loan were made by such Designating Lender. (ii) As to any Loans one or portion thereof made by it, each SPV shall have all the rights that a Lender making such Loans or portion thereof would have had more Facilities under this Credit Agreement; provided, however that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Credit Agreement. No additional Note shall be required to evidence the Loans On or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note as agent for such SPV to the extent of the Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV. (iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Designating Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to after the date that is one year (x) 15 Business Days in the case of any Subsidiary other than a Pre-Closing Approved Designated Subsidiary and one day (y) in the case of a Pre-Closing Approved Designated Subsidiary to be designated after the payment Effective Date, one Business Day after such notice, upon delivery to the Agent and each Appropriate Lender of a Designation Agreement duly executed by the Company and the respective Subsidiary and substantially in full the form of Exhibit E hereto, such Subsidiary shall thereupon become a “Designated Subsidiary” for purposes of this Agreement and, as such, shall have all of the rights and obligations of a Borrower hereunder. The Agent shall promptly notify each Appropriate Lender of the Company’s notice of such pending designation by the Company and the identity of the respective Subsidiary. Following the giving of any notice pursuant to this Section 9.08(a), if the designation of such Designated Subsidiary obligates the Agent or any Appropriate Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Company shall, promptly upon the request of the Agent or any Appropriate Lender, supply such documentation and other evidence as is reasonably requested by the Agent or such Appropriate Lender in order for the Agent or such Lender to carry out and be satisfied it has complied with the results of all outstanding prior indebtedness of necessary “know your customer” or other similar checks under all applicable laws and regulations. If the Company shall designate as a Designated Subsidiary hereunder any SPV, it will Subsidiary not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings organized under the laws of the United States or any State political subdivision thereof. (iv) In addition, notwithstanding anything any Lender may, with notice to the contrary contained Agent and the Company, fulfill its Commitment by causing a branch or an Affiliate of such Lender to act as the Lender in this Section 10.3 respect of such Designated Subsidiary. Other than in respect of a Pre-Closing Approved Designated Subsidiary, as soon as practicable after receiving notice from the Company or otherwise in this Credit Agreementthe Agent of the Company’s intent to designate a Subsidiary as a Designated Subsidiary, any SPV may (I) at any time and without paying any processing fee therefor, assign or participate all or a portion of its interest in any Loans to event no later than ten Business Days 82 after the Designating Lender (or to any other SPV delivery of such Designating Lender) or to any financial institutions providing liquidity and/or notice, each Appropriate Lender that may not legally lend to, establish credit support to or for the account of or do any business whatsoever with such SPV Designated Subsidiary that is organized under the laws of a jurisdiction other than of the United States or a political subdivision thereof, either directly or through an Affiliate of such Lender as provided in the immediately preceding paragraph (a “Protesting Lender”), shall so notify the Company and the Agent in writing. With respect to support each Protesting Lender, the funding Company shall, effective on or maintenance before the date that such Designated Subsidiary shall have the right to make a Borrowing hereunder, either (A) replace or terminate the Commitments of Loans and such Protesting Lender in accordance with Section 2.17 or (IIB) disclose on cancel its request to designate such Subsidiary as a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPV. This Section 10.3 may not be amended without the written consent of any Designating Lender affected thereby“Designated Subsidiary” hereunder.

Designation. (i) Notwithstanding anything to the contrary contained hereinThe Company may, upon five Business Days prior notice, at any Lender (a "Designating Lender") may grant to one or more special purpose funding vehicles (eachtime, an "SPV"), identified as such in writing and from time to time time, by the Designating Lender delivery to the Administrative Agent of a Designation Agreement duly executed by the Company and the Borrowerrespective Subsidiary and substantially in the form of Exhibit E hereto, designate such Subsidiary as a “Designated Subsidiary” for purposes of this Agreement and such Subsidiary shall thereupon become a “Designated Subsidiary” for purposes of this Agreement and, as such, shall have all of the rights and obligations of a Borrower hereunder; provided that if such Subsidiary is organized under the laws of a jurisdiction other than that of the United States or a political subdivision thereof, the option to provide Company shall give 15 days prior notice to the Borrower all or any part Administrative Agent. The Administrative Agent shall promptly notify each Lender of each such designation by the Company and the identity of the respective Subsidiary. Following the giving of any Loan that such Designating Lender would otherwise be obligated to make to the Borrower notice pursuant to this Credit Agreement; provided that (I) nothing herein shall constitute a commitment by any SPV to make any LoanSection 10.13, (II) if an SPV elects not to exercise the designation of such option or otherwise fails to provide all Designated Subsidiary obligates the Administrative Agent or any part Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it (including, in the case of any Designated Subsidiary that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to such LoanDesignated Subsidiary), the Designating Company shall, promptly upon the request of the Administrative Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender shall in order for the Administrative Agent or such Lender to carry out and be obligated to make such Loan pursuant to satisfied it has complied with the terms hereof, (III) the Designating Lender shall remain liable for any indemnity results of all necessary “know your customer” or other payment obligation with respect to similar checks under all applicable laws and regulations or its Commitment internal policies. If the Company shall designate as a Designated Subsidiary hereunder and (IV) each such SPV would satisfy the requirements of Section 3.10 if such SPV was a Lender hereunder. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Designating Lender to the same extent, and as if, such Loan were made by such Designating Lender. (ii) As to any Loans or portion thereof made by it, each SPV shall have all the rights that a Lender making such Loans or portion thereof would have had under this Credit Agreement; provided, however that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Credit Agreement. No additional Note shall be required to evidence the Loans or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note as agent for such SPV to the extent of the Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV. (iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Designating Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding prior indebtedness of any SPV, it will Subsidiary not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings organized under the laws of the United States or any State thereof, any Lender may, with notice to the Administrative Agent and the Company, fulfill its Commitment by causing an Affiliate of such Lender to act as the Lender in respect of such Designated Subsidiary. (ivii) In addition, notwithstanding anything to As soon as practicable and in any event within five Business Days after notice of the contrary contained in this designation under Section 10.3 10.13(a)(i) of a Designated Subsidiary that is organized under the laws of a jurisdiction other than of the United States or otherwise in this Credit Agreementa political subdivision thereof, any SPV Lender that may not legally lend to, or whose internal policies, consistently applied, preclude lending to, such Designated Subsidiary (Ia “Protesting Lender”) at any time shall so notify the Company and without paying any processing fee thereforthe Administrative Agent in writing. With respect to each Protesting Lender, assign the Company shall, effective on or participate all before the date that such Designated Subsidiary shall have the right to borrow hereunder, either (A) (i) replace such Protesting Lender in accordance with Section 8.5 or a portion of its interest in any Loans to (ii) notify the Designating Administrative Agent and such Protesting Lender (or to any other SPV that the Commitments of such Designating LenderProtesting Lender shall be terminated; provided that (x) or to any financial institutions providing liquidity and/or credit support to or for the account of such SPV to support Company shall have received the funding or maintenance of Loans and (II) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPV. This Section 10.3 may not be amended without the prior written consent of any Designating the Administrative Agent and each Issuing Bank, which consents shall not unreasonably be withheld, and (y) such Protesting Lender affected therebyshall have received payment of an amount equal to the outstanding principal of its Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the relevant Borrower (in the case of all other amounts), or (B) cancel its request to designate such Subsidiary as a “Designated Subsidiary” hereunder.

Designation. (i) Notwithstanding anything [ ] hereby designates the [Secured Cash Management Agreement] [Secured Hedge Agreement] described on Schedule 1 hereto to the contrary contained herein, any Lender (be a "Designating Lender") may grant to one or more special purpose funding vehicles (each, an "SPV"), identified as such in writing from time to time by the Designating Lender [“Secured Cash Management Agreement”] [“Secured Hedge Agreement”] and hereby represents and warrants to the Administrative Agent that such [Secured Cash Management Agreement] [Secured Hedge Agreement] satisfies all the requirements under the Loan Documents to be so designated. By executing and the Borrowerdelivering this Secured Party Designation Notice, the option Designor, as provided in the Credit Agreement, hereby agrees to provide be bound by all of the provisions of the Loan Documents which are applicable to it as a provider of a [Secured Cash Management Agreement] [Secured Hedge Agreement] and hereby (a) confirms that it has received a copy of the Borrower all or any part of any Loan that Documents and such Designating Lender would otherwise be obligated other documents and information as it has deemed appropriate to make its own decision to the Borrower pursuant to enter into this Credit Agreement; provided that (I) nothing herein shall constitute a commitment by any SPV to make any LoanSecured Party Designation Notice, (IIb) if an SPV elects not appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such option or otherwise fails to provide all powers and discretion under the Credit Agreement, the other Loan Documents or any part of other instrument or document furnished pursuant thereto as are delegated to the Administrative Agent by the terms thereof, together with such Loanpowers as are incidental thereto (including, without limitation, the Designating Lender shall provisions of Section 10.01 of the Credit Agreement), and (c) agrees that it will be obligated to make such bound by the provisions of the Loan pursuant to Documents and will perform in accordance with its terms all the obligations which by the terms hereof, (III) of the Designating Lender shall remain liable for any indemnity or other payment obligation with respect Loan Documents are required to its Commitment hereunder and (IV) each such SPV would satisfy the requirements of Section 3.10 if such SPV was be performed by it as a Lender hereunder. The making provider of a Loan [Secured Cash Management Agreement] [Secured Hedge Agreement]. Without limiting the foregoing, the Designor agrees to indemnify the Administrative Agent as contemplated by an SPV hereunder shall utilize the Commitment Section 11.04 of the Designating Lender to the same extent, and as if, such Loan were made by such Designating Lender. (ii) As to any Loans or portion thereof made by it, each SPV shall have all the rights that a Lender making such Loans or portion thereof would have had under this Credit Agreement; provided, however that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Credit Agreement. No additional Note shall be required to evidence the Loans or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note as agent for such SPV to the extent of the Loans or portion thereof funded by such SPVGOVERNING LAW. In additionTHIS SECURED PARTY DESIGNATION NOTICE AND ANY CLAIMS, any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPVCONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS SECURED PARTY DESIGNATION NOTICE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. (iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Designating Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding prior indebtedness of any SPV, it will not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States or any State thereof. (iv) In addition, notwithstanding anything to the contrary contained in this Section 10.3 or otherwise in this Credit Agreement, any SPV may (I) at any time and without paying any processing fee therefor, assign or participate all or a portion of its interest in any Loans to the Designating Lender (or to any other SPV of such Designating Lender) or to any financial institutions providing liquidity and/or credit support to or for the account of such SPV to support the funding or maintenance of Loans and (II) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPV. This Section 10.3 may not be amended without the written consent of any Designating Lender affected thereby.

Designation. (i) Notwithstanding anything to the contrary contained hereinThe Company may at any time, any Lender (a "Designating Lender") may grant to one or more special purpose funding vehicles (each, an "SPV"), identified as such in writing and from time to time by time, upon not less than five Business Days’ notice in the Designating Lender case of any Subsidiary so designated after the Effective Date, notify the Administrative Agent that the Company intends to designate a Subsidiary as a “Designated Subsidiary” for purposes of this Agreement. On or after the date that is five Business Days after such notice, upon delivery to the Administrative Agent and each Lender of a Designation Letter duly executed by the BorrowerCompany and the respective Subsidiary and substantially in the form of Exhibit D hereto, such Subsidiary shall thereupon become a “Designated Subsidiary” for purposes of this Agreement and, as such, shall have all of the option to provide to rights and obligations of a Borrower hereunder. The Administrative Agent shall promptly notify each Lender of the Borrower all or any part Company’s notice of such pending designation by the Company and the identity of the respective Subsidiary. Following the giving of any Loan that such Designating Lender would otherwise be obligated to make to the Borrower notice pursuant to this Credit Agreement; provided that (I) nothing herein shall constitute a commitment by any SPV to make any LoanSection 9.08(a), (II) if an SPV elects not to exercise the designation of such option or otherwise fails to provide all Designated Subsidiary obligates the Administrative Agent or any part of such LoanLender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Designating Company shall, promptly upon the request of the Administrative Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender shall in order for the Administrative Agent or such Lender to carry out and be obligated to make such Loan pursuant to satisfied it has complied with the terms hereof, (III) the Designating Lender shall remain liable for any indemnity results of all necessary “know your customer” or other payment obligation with respect to its Commitment similar checks under all applicable laws and regulations. If the Company shall designate as a Designated Subsidiary hereunder and (IV) each such SPV would satisfy the requirements of Section 3.10 if such SPV was a Lender hereunder. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Designating Lender to the same extent, and as if, such Loan were made by such Designating Lender. (ii) As to any Loans or portion thereof made by it, each SPV shall have all the rights that a Lender making such Loans or portion thereof would have had under this Credit Agreement; provided, however that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Credit Agreement. No additional Note shall be required to evidence the Loans or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note as agent for such SPV to the extent of the Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV. (iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Designating Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding prior indebtedness of any SPV, it will Subsidiary not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings organized under the laws of the United States or any State thereof. (iv) In addition, notwithstanding anything any Lender may, with notice to the contrary contained Administrative Agent and the Company, fulfill its Commitment by causing an Affiliate of such Lender to act as the Lender in this Section 10.3 or otherwise in this Credit Agreementrespect of such Designated Subsidiary (and such Lender shall, any SPV may (I) at any time and without paying any processing fee therefor, assign or participate all or a portion of its interest in any Loans to the Designating Lender (or extent of Advances made to any other SPV and participations in Letters of such Designating Lender) or to any financial institutions providing liquidity and/or credit support to or Credit issued for the account of such SPV Designated Subsidiary, be deemed for all purposes hereof to support the funding or maintenance of Loans have pro tanto assigned such Advances and (II) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements participations to such SPVAffiliate in compliance with the provisions of Section 9.07). This Section 10.3 As soon as practicable after receiving notice from the Company or the Administrative Agent of the Company’s intent to designate a Subsidiary as a Designated Subsidiary, and in any event no later than three Business Days after the delivery of such notice, for a Designated Subsidiary that is organized under the laws of a jurisdiction other than of the United States or a political subdivision thereof, any Lender that may not legally lend to, establish credit for the account of and do any business whatsoever with such Designated Subsidiary directly or through an Affiliate of such Lender as provided in the immediately preceding paragraph (a “Protesting Lender”) shall so notify the Company and the Administrative Agent in writing. With respect to each Protesting Lender, the Company shall, effective on or before the date that such Designated Subsidiary shall have the right to borrow hereunder, either (A) notify the Administrative Agent and such Protesting Lender that the Commitments of such Protesting Lender shall be amended without terminated (and the written consent limitations of any Designating Section 2.06 will not be applicable); provided that such Protesting Lender affected therebyshall have received payment of an amount equal to the outstanding principal of its Advances and Letter of Credit reimbursement obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company or the relevant Designated Subsidiary (in the case of all other amounts), or (B) cancel its request to designate such Subsidiary as a “Designated Subsidiary” hereunder.

Designation. (i) Notwithstanding anything to the contrary contained hereinThe Company may at any time, any Lender (a "Designating Lender") may grant to one or more special purpose funding vehicles (each, an "SPV"), identified as such in writing and from time to time by time, upon not less than 15 Business Days’ notice in the Designating Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part case of any Loan Subsidiary so designated after the Effective Date, notify the Agent that such Designating Lender would otherwise be obligated the Company intends to make to the Borrower pursuant to designate a Subsidiary as a “Designated Subsidiary” for purposes of this Credit Agreement; provided that (I) nothing herein shall constitute a commitment by any SPV to make any Loan, (II) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Designating Lender shall be obligated to make such Loan pursuant to the terms hereof, (III) the Designating Lender shall remain liable for any indemnity or other payment obligation with respect to its Commitment hereunder and (IV) each such SPV would satisfy the requirements of Section 3.10 if such SPV was a Lender hereunder. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Designating Lender to the same extent, and as if, such Loan were made by such Designating Lender. (ii) As to any Loans or portion thereof made by it, each SPV shall have all the rights that a Lender making such Loans or portion thereof would have had under this Credit Agreement; provided, however that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Credit Agreement. No additional Note shall be required to evidence the Loans On or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note as agent for such SPV to the extent of the Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV. (iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Designating Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to after the date that is one year 15 Business Days after such notice, upon delivery to the Agent and one day after each Lender of a Designation Letter duly executed by the payment Company and the respective Subsidiary and substantially in full the form of Exhibit D hereto, such Subsidiary shall thereupon become a “Designated Subsidiary” for purposes of this Agreement and, as such, shall have all of the rights and obligations of a Borrower hereunder. The Agent shall promptly notify each Lender of the Company’s notice of such pending designation by the Company and the identity of the respective Subsidiary. Following the giving of any notice pursuant to this Section 9.07(a), if the designation of such Designated Subsidiary obligates the Agent or any Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Company shall, promptly upon the request of the Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Agent or any Lender in order for the Agent or such Lender to carry out and be satisfied it has complied with the results of all outstanding prior indebtedness of necessary “know your customer” or other similar checks under all applicable laws and regulations. If the Company shall designate as a Designated Subsidiary hereunder any SPV, it will Subsidiary not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings organized under the laws of the United States or any State thereof. (iv) In addition, notwithstanding anything any Lender may, with notice to the contrary contained Agent and the Company, fulfill its Commitment by causing an Affiliate of such Lender to act as the Lender in this Section 10.3 respect of such Designated Subsidiary. As soon as practicable after receiving notice from the Company or otherwise the Agent of the Company’s intent to designate a Subsidiary as a Designated Borrower, and in this Credit Agreementany event no later than five Business Days after the delivery of such notice, for a Designated Subsidiary that is organized under the laws of a jurisdiction other than of the United States or a political subdivision thereof, any SPV Lender that may (I) at any time and without paying any processing fee therefornot legally lend to, assign or participate all or a portion of its interest in any Loans to the Designating Lender (or to any other SPV of such Designating Lender) or to any financial institutions providing liquidity and/or establish credit support to or for the account of and/or do any business whatsoever with such SPV Designated Subsidiary directly or through an Affiliate of such Lender as provided in the immediately preceding paragraph (a “Protesting Lender”) shall so notify the Company and the Agent in writing. With respect to support each Protesting Lender, the funding Company shall, effective on or maintenance before the date that such Designated Subsidiary shall have the right to borrow hereunder, either (A) notify the Agent and such Protesting Lender that the Commitments of Loans such Protesting Lender shall be terminated; provided that such Protesting Lender shall have received payment of an amount equal to the outstanding principal of its Advances and/or Letter of Credit reimbursement obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (IIto the extent of such outstanding principal and accrued interest and fees) disclose on or the Company or the relevant Designated Subsidiary (in the case of all other amounts), or (B) cancel its request to designate such Subsidiary as a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPV. This Section 10.3 may not be amended without the written consent of any Designating Lender affected thereby“Designated Subsidiary” hereunder.

Designation. (i) Notwithstanding anything to the contrary contained hereinThe Company may at any time, any Lender (a "Designating Lender") may grant to one or more special purpose funding vehicles (each, an "SPV"), identified as such in writing and from time to time by time, upon not less than 15 Business Days’ notice, notify the Designating Lender Agent that the Company intends to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part designate a Subsidiary as a “Designated Subsidiary” for purposes of any Loan that such Designating Lender would otherwise be obligated to make to the Borrower pursuant to this Credit Agreement; provided that (I) nothing herein shall constitute a commitment by any SPV to make any Loan, (II) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Designating Lender shall be obligated to make such Loan pursuant to the terms hereof, (III) the Designating Lender shall remain liable for any indemnity or other payment obligation with respect to its Commitment hereunder and (IV) each such SPV would satisfy the requirements of Section 3.10 if such SPV was a Lender hereunder. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Designating Lender to the same extent, and as if, such Loan were made by such Designating Lender. (ii) As to any Loans or portion thereof made by it, each SPV shall have all the rights that a Lender making such Loans or portion thereof would have had under this Credit Agreement; provided, however that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Credit Agreement. No additional Note shall be required to evidence the Loans On or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note as agent for such SPV to the extent of the Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV. (iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Designating Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to after the date that is one year 15 Business Days after such notice, upon delivery to the Agent and one day after each Lender of a Designation Letter duly executed by the payment Company and the respective Subsidiary and substantially in full the form of Exhibit E hereto, such Subsidiary shall thereupon become a “Designated Subsidiary” for purposes of this Agreement and, as such, shall have all of the rights and obligations of a Borrower hereunder. The Agent shall promptly notify each Lender of the Company’s notice of such pending designation by the Company and the identity of the respective Subsidiary. Following the giving of any notice pursuant to this Section 9.09(a), if the designation of such Designated Subsidiary obligates the Agent or any Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Company shall, promptly upon the reasonable request of the Agent or any Lender, supply such documentation and other evidence, including, a Beneficial Ownership Certification in relation to each Designated Subsidiary, to the extent such Designated Subsidiary qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, as is reasonably requested by the Agent or any Lender in order for the Agent or such Lender to carry out and be satisfied it has complied with the results of all outstanding prior indebtedness of necessary “know your customer” or other similar checks under all applicable laws and regulations. If the Company shall designate as a Designated Subsidiary hereunder any SPV, it will Subsidiary not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings organized under the laws of the United States or any State thereof. (iv) In addition, notwithstanding anything any Lender may, with notice to the contrary contained Agent and the Company, fulfill its Commitment by causing an Affiliate or branch of such Lender to act as the Lender in this Section 10.3 respect of such Designated Subsidiary. As soon as practicable after receiving notice from the Company or otherwise the Agent of the Company’s intent to designate a Subsidiary as a Designated Subsidiary, and in this Credit Agreementany event no later than five Business Days after the delivery of such notice, for a Designated Subsidiary that is organized under the laws of a jurisdiction other than of the United States or a political subdivision thereof, any SPV Lender that may (I) at any time and without paying any processing fee therefornot legally lend to, assign or participate all or a portion of its interest in any Loans to the Designating Lender (or to any other SPV of such Designating Lender) or to any financial institutions providing liquidity and/or establish credit support to or for the account of and/or do any business whatsoever with such SPV Designated Subsidiary directly or through an Affiliate of such Lender as provided in the immediately preceding paragraph (a “Protesting Lender”) shall so notify the Company and the Agent in writing. With respect to support each Protesting Lender, the funding Company shall, effective on or maintenance before the date that such Designated Subsidiary shall have the right to borrow hereunder, either (A) notify the Agent and such Protesting Lender that the Commitments of Loans such Protesting Lender shall be terminated; provided that such Protesting Lender shall have received payment of an amount equal to the outstanding principal of its Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (IIto the extent of such outstanding principal and accrued interest and fees) disclose on or the Company or the relevant Designated Subsidiary (in the case of all other amounts) or (B) cancel its request to designate such Subsidiary as a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPV. This Section 10.3 may not be amended without the written consent of any Designating Lender affected thereby“Designated Subsidiary” hereunder.

Designation. (i) Notwithstanding anything to the contrary contained hereinThe Company may at any time, any Lender (a "Designating Lender") may grant to one or more special purpose funding vehicles (each, an "SPV"), identified as such in writing and from time to time by time, upon not less than 15 Business Days’ notice, notify the Designating Lender Agent that the Company intends to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part designate a Subsidiary as a “Designated Subsidiary” for purposes of any Loan that such Designating Lender would otherwise be obligated to make to the Borrower pursuant to this Credit Agreement; provided that (I) nothing herein shall constitute a commitment by any SPV to make any Loan, (II) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Designating Lender shall be obligated to make such Loan pursuant to the terms hereof, (III) the Designating Lender shall remain liable for any indemnity or other payment obligation with respect to its Commitment hereunder and (IV) each such SPV would satisfy the requirements of Section 3.10 if such SPV was a Lender hereunder. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Designating Lender to the same extent, and as if, such Loan were made by such Designating Lender. (ii) As to any Loans or portion thereof made by it, each SPV shall have all the rights that a Lender making such Loans or portion thereof would have had under this Credit Agreement; provided, however that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Credit Agreement. No additional Note shall be required to evidence the Loans On or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note as agent for such SPV to the extent of the Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV. (iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Designating Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to after the date that is one year 15 Business Days after such notice, upon delivery to the Agent and one day after each Lender of a Designation Letter duly executed by the payment Company and the respective Subsidiary and substantially in full the form of Exhibit D hereto, such Subsidiary shall thereupon become a “Designated Subsidiary” for purposes of this Agreement and, as such, shall have all of the rights and obligations of a Borrower hereunder. The Agent shall promptly notify each Lender of the Company’s notice of such pending designation by the Company and the identity of the respective Subsidiary. Following the giving of any notice pursuant to this Section 9.09(a), if the designation of such Designated Subsidiary obligates the Agent or any Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Company shall, promptly upon the request of the Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Agent or any Lender in order for the Agent or such Lender to carry out and be satisfied it has complied with the results of all outstanding prior indebtedness of necessary “know your customer” or other similar checks under all applicable laws and regulations. If the Company shall designate as a Designated Subsidiary hereunder any SPV, it will Subsidiary not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings organized under the laws of the United States or any State thereof. (iv) In addition, notwithstanding anything any Lender may, with notice to the contrary contained Agent and the Company, fulfill its Commitment by causing an Affiliate of such Lender to act as the Lender in this Section 10.3 respect of such Designated Subsidiary. As soon as practicable after receiving notice from the Company or otherwise the Agent of the Company’s intent to designate a Subsidiary as a Designated Borrower, and in this Credit Agreementany event no later than five Business Days after the delivery of such notice, for a Designated Subsidiary that is organized under the laws of a jurisdiction other than of the United States or a political subdivision thereof, any SPV Lender that may (I) at any time and without paying any processing fee therefornot legally lend to, assign or participate all or a portion of its interest in any Loans to the Designating Lender (or to any other SPV of such Designating Lender) or to any financial institutions providing liquidity and/or establish credit support to or for the account of and/or do any business whatsoever with such SPV Designated Subsidiary directly or through an Affiliate of such Lender as provided in the immediately preceding paragraph (a “Protesting Lender”) shall so notify the Company and the Agent in writing. With respect to support each Protesting Lender, the funding Company shall, effective on or maintenance before the date that such Designated Subsidiary shall have the right to borrow hereunder, either (A) notify the Agent and such Protesting Lender that the Commitments of Loans such Protesting Lender shall be terminated; provided that such Protesting Lender shall have received payment of an amount equal to the outstanding principal of its Advances and/or Letter of Credit reimbursement obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (IIto the extent of such outstanding principal and accrued interest and fees) disclose on or the Company or the relevant Designated Subsidiary (in the case of all other amounts) or (B) cancel its request to designate such Subsidiary as a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPV. This Section 10.3 may not be amended without the written consent of any Designating Lender affected thereby“Designated Subsidiary” hereunder.

Designation. (i) Notwithstanding anything to the contrary contained hereinThe Company may at any time, any Lender (a "Designating Lender") may grant to one or more special purpose funding vehicles (each, an "SPV"), identified as such in writing and from time to time by time, upon not less than five Business Days’ notice in the Designating Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part case of any Loan Subsidiary so designated after the Effective Date, notify the Agent that such Designating Lender would otherwise be obligated the Company intends to make to the Borrower pursuant to designate a Subsidiary as a “Designated Subsidiary” for purposes of this Credit Agreement; provided that (I) nothing herein shall constitute a commitment by any SPV to make any Loan, (II) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Designating Lender shall be obligated to make such Loan pursuant to the terms hereof, (III) the Designating Lender shall remain liable for any indemnity or other payment obligation with respect to its Commitment hereunder and (IV) each such SPV would satisfy the requirements of Section 3.10 if such SPV was a Lender hereunder. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Designating Lender to the same extent, and as if, such Loan were made by such Designating Lender. (ii) As to any Loans or portion thereof made by it, each SPV shall have all the rights that a Lender making such Loans or portion thereof would have had under this Credit Agreement; provided, however that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Credit Agreement. No additional Note shall be required to evidence the Loans On or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note as agent for such SPV to the extent of the Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV. (iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Designating Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to after the date that is one year five Business Days after such notice, upon delivery to the Agent and one day each Lender of a Designation Letter duly executed by the Company and the respective Subsidiary and substantially in the form of Exhibit E hereto, such Subsidiary shall thereupon become a “Designated Subsidiary” for all purposes of this Agreement, and, upon fulfillment of the applicable conditions set forth in Section 3.02 and after such Designation Letter is accepted by the payment Agent, such Subsidiary shall thereupon become a Designated Subsidiary for all purposes of this Agreement and, as such, shall have all of the rights and obligations of a Borrower hereunder. The Agent shall promptly notify each Lender of the Company’s notice of such pending designation by the Company and the identity of the respective Subsidiary. Following the giving of any notice pursuant to this Section 9.12(a), if the designation of such Designated Subsidiary obligates the Agent or any Lender to comply with “know your customer” or similar identification procedures in full circumstances where the necessary information is not already available to it, the Company shall, promptly upon the request of the Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Agent or any Lender in order for the Agent or such Lender to carry out and be satisfied it has complied with the results of all outstanding prior indebtedness of necessary “know your customer” or other similar checks under all applicable laws and regulations. If the Company shall designate as a Designated Subsidiary hereunder any SPV, it will Subsidiary not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings organized under the laws of the United States or any State thereof. (iv) In addition, notwithstanding anything any Lender may, with notice to the contrary contained Agent and the Company, fulfill its Commitment by causing an Affiliate of such Lender to act as the Lender in this Section 10.3 or otherwise in this Credit Agreementrespect of such Designated Subsidiary (and such Lender shall, any SPV may (I) at any time and without paying any processing fee therefor, assign or participate all or a portion of its interest in any Loans to the Designating Lender (or extent of Advances made to any other SPV and participations in Letters of such Designating Lender) or to any financial institutions providing liquidity and/or credit support to or Credit issued for the account of such SPV Designated Subsidiary, be deemed for all purposes hereof to support the funding or maintenance of Loans have pro tanto assigned such Advances and (II) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements participations to such SPVAffiliate in compliance with the provisions of Section 9.07). This Section 10.3 As soon as practicable after receiving notice from the Company or the Agent of the Company’s intent to designate a Subsidiary as a Designated Borrower, and in any event no later than five Business Days after the delivery of such notice, for a Designated Subsidiary that is organized under the laws of a jurisdiction other than of the United States or a political subdivision thereof, any Lender that may not legally lend to, establish credit for the account of and/or do any business whatsoever with such Designated Subsidiary directly or through an Affiliate of such Lender as provided in the immediately preceding paragraph (a “Protesting Lender”) shall so notify the Company and the Agent in writing. With respect to each Protesting Lender, the Company shall, effective on or before the date that such Designated Subsidiary shall have the right to borrow hereunder, either (A) notify the Agent and such Protesting Lender that the Commitments of such Protesting Lender shall be amended without terminated; provided that such Protesting Lender shall have received payment of an amount equal to the written consent outstanding principal of any Designating Lender affected therebyits Advances and/or Letter of Credit reimbursement obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company or the relevant Designated Subsidiary (in the case of all other amounts), or (B) cancel its request to designate such Subsidiary as a “Designated Subsidiary” hereunder.

Designation. (i) Notwithstanding anything to the contrary contained hereinThe Company may at any time, any Lender (a "Designating Lender") may grant to one or more special purpose funding vehicles (each, an "SPV"), identified as such in writing and from time to time by time, upon not less than 15 Business Days’ notice, notify the Designating Lender Agent that the Company intends to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part designate a Subsidiary as a “Designated Subsidiary” for purposes of any Loan that such Designating Lender would otherwise be obligated to make to the Borrower pursuant to this Credit Agreement; provided that (I) nothing herein shall constitute a commitment by any SPV to make any Loan, (II) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Designating Lender shall be obligated to make such Loan pursuant to the terms hereof, (III) the Designating Lender shall remain liable for any indemnity or other payment obligation with respect to its Commitment hereunder and (IV) each such SPV would satisfy the requirements of Section 3.10 if such SPV was a Lender hereunder. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Designating Lender to the same extent, and as if, such Loan were made by such Designating Lender. (ii) As to any Loans or portion thereof made by it, each SPV shall have all the rights that a Lender making such Loans or portion thereof would have had under this Credit Agreement; provided, however that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Credit Agreement. No additional Note shall be required to evidence the Loans On or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note as agent for such SPV to the extent of the Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV. (iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Designating Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to after the date that is one year 15 Business Days after such notice, upon delivery to the Agent and one day after each Lender of a Designation Letter duly executed by the payment Company and the respective Subsidiary and substantially in full the form of Exhibit D hereto, such Subsidiary shall thereupon become a “Designated Subsidiary” for purposes of this Agreement and, as such, shall have all of the rights and obligations of a Borrower hereunder. The Agent shall promptly notify each Lender of the Company’s notice of such pending designation by the Company and the identity of the respective Subsidiary. Following the giving of any notice pursuant to this Section 9.09(a), if the designation of such Designated Subsidiary obligates the Agent or any Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Company shall, promptly upon the request of the Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Agent or any Lender in order for the Agent or such Lender to carry out and be satisfied it has complied with the results of all outstanding prior indebtedness of necessary “know your customer” or other similar checks under all applicable laws and regulations. If the Company shall designate as a Designated Subsidiary hereunder any SPV, it will Subsidiary not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings organized under the laws of the United States or any State thereof. (iv) In addition, notwithstanding anything any Lender may, with notice to the contrary contained Agent and the Company, fulfill its Commitment by causing an Affiliate of such Lender to act as the Lender in this Section 10.3 respect of such Designated Subsidiary. As soon as practicable after receiving notice from the Company or otherwise the Agent of the Company’s intent to designate a Subsidiary as a Designated Borrower, and in this Credit Agreementany event no later than five Business Days after the delivery of such notice, for a Designated Subsidiary that is organized under the laws of a jurisdiction other than of the United States or a political subdivision thereof, any SPV Lender that may (I) at any time and without paying any processing fee therefornot legally lend to, assign or participate all or a portion of its interest in any Loans to the Designating Lender (or to any other SPV of such Designating Lender) or to any financial institutions providing liquidity and/or establish credit support to or for the account of and/or do any business whatsoever with such SPV Designated Subsidiary directly or through an Affiliate of such Lender as provided in the immediately preceding paragraph (a “Protesting Lender”) shall so notify the Company and the Agent in writing. With respect to support each Protesting Lender, the funding Company shall, effective on or maintenance before the date that such Designated Subsidiary shall have the right to borrow hereunder, either (A) notify the Agent and such Protesting Lender that the Commitments of Loans such Protesting Lender shall be terminated; provided that such Protesting Lender shall have received payment of an amount equal to the outstanding principal of its Revolving Credit Advances and/or Letter of Credit reimbursement obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (IIto the extent of such outstanding principal and accrued interest and fees) disclose on or the Company or the relevant Designated Subsidiary (in the case of all other amounts) or (B) cancel its request to designate such Subsidiary as a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPV. This Section 10.3 may not be amended without the written consent of any Designating Lender affected thereby“Designated Subsidiary” hereunder.

Designation. (i) Notwithstanding anything to the contrary contained hereinThe Company may at any time, any Lender (a "Designating Lender") may grant to one or more special purpose funding vehicles (each, an "SPV"), identified as such in writing and from time to time time, upon not less than 15 Business Days’ notice in the case of any Subsidiary so designated after the Effective Date, by delivery to the Agent and each Lender of a Designation Letter duly executed by the Designating Company and the respective Subsidiary and substantially in the form of Exhibit D hereto, designate such Subsidiary as a “Designated Subsidiary” for purposes of this Agreement and such Subsidiary shall thereupon become a “Designated Subsidiary” for purposes of this Agreement and, as such, shall have all of the rights and obligations of a Borrower hereunder. The Agent shall promptly notify each Lender of each such designation by the Company and the identity of the respective Subsidiary. Following the giving of any notice pursuant to this Section 9.07(a), if the designation of such Designated Subsidiary obligates the Administrative Agent and or any Lender to comply with “know your customer” or similar identification procedures in circumstances where the Borrowernecessary information is not already available to it, the option to provide to Company shall, promptly upon the Borrower all request of the Administrative Agent or any part of any Loan that Lender, supply such Designating Lender would otherwise be obligated to make to documentation and other evidence as is reasonably requested by the Borrower pursuant to this Credit Agreement; provided that (I) nothing herein shall constitute a commitment by any SPV to make any Loan, (II) if an SPV elects not to exercise such option or otherwise fails to provide all Administrative Agent or any part Lender in order for the Administrative Agent or such Lender to carry out and be satisfied it has complied with the results of such Loan, the Designating Lender shall be obligated to make such Loan pursuant to the terms hereof, (III) the Designating Lender shall remain liable for any indemnity all necessary “know your customer” or other payment obligation with respect to its Commitment similar checks under all applicable laws and regulations. If the Company shall designate as a Designated Subsidiary hereunder and (IV) each such SPV would satisfy the requirements of Section 3.10 if such SPV was a Lender hereunder. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Designating Lender to the same extent, and as if, such Loan were made by such Designating Lender. (ii) As to any Loans or portion thereof made by it, each SPV shall have all the rights that a Lender making such Loans or portion thereof would have had under this Credit Agreement; provided, however that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Credit Agreement. No additional Note shall be required to evidence the Loans or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note as agent for such SPV to the extent of the Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV. (iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Designating Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding prior indebtedness of any SPV, it will Subsidiary not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings organized under the laws of the United States or any State thereof. (iv) In addition, notwithstanding anything any Lender may, with notice to the contrary contained Administrative Agent and the Company, fulfill its Commitment by causing an Affiliate of such Lender to act as the Lender in this Section 10.3 or otherwise in this Credit Agreementrespect of such Designated Subsidiary (and such Lender shall, any SPV may (I) at any time and without paying any processing fee therefor, assign or participate all or a portion of its interest in any Loans to the Designating Lender (or extent of Advances made to any other SPV and participations in Letters of such Designating Lender) or to any financial institutions providing liquidity and/or credit support to or Credit issued for the account of such SPV Designated Subsidiary, be deemed for all purposes hereof to support the funding or maintenance of Loans have pro tanto assigned such Advances and (II) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements participations to such SPVAffiliate in compliance with the provisions of Section 9.06. This As soon as practicable after receiving notice from the Company or the Agent of the Company’s intent to designate a Subsidiary as a Designated Borrower, and in any event at least 10 Business Days prior to the delivery of an executed Designation Letter to the Agent pursuant to this Section 10.3 9.07(a), for a Designated Subsidiary that is organized under the laws of a jurisdiction other than of the United States or a political subdivision thereof, any Lender that may not legally lend to, establish credit for the account of and/or do any business whatsoever with such Designated Subsidiary directly or through an Affiliate of such Lender as provided in the immediately preceding paragraph (a “Protesting Lender”) shall so notify the Company and the Agent in writing. With respect to each Protesting Lender, the Company shall, effective on or before the date that such Designated Subsidiary shall have the right to borrow hereunder, either (A) notify the Agent and such Protesting Lender that the Commitments of such Protesting Lender shall be amended without terminated; provided that such Protesting Lender shall have received payment of an amount equal to the written consent outstanding principal of any Designating Lender affected therebyits Advances and/or Letter of Credit reimbursement obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company or the relevant Designated Subsidiary (in the case of all other amounts), or (B) cancel its request to designate such Subsidiary as a “Designated Subsidiary” hereunder.

Designation. (i) Notwithstanding anything to the contrary contained hereinThe Company may at any time, any Lender (a "Designating Lender") may grant to one or more special purpose funding vehicles (each, an "SPV"), identified as such in writing and from time to time by time, upon not less than 10 Business Days’ notice, notify the Designating Lender Agent that the Company intends to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part designate a Subsidiary as a “Designated Subsidiary” for purposes of any Loan that such Designating Lender would otherwise be obligated to make to the Borrower pursuant to this Credit Agreement; provided that (I) nothing herein shall constitute a commitment by any SPV to make any Loan, (II) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Designating Lender shall be obligated to make such Loan pursuant to the terms hereof, (III) the Designating Lender shall remain liable for any indemnity or other payment obligation with respect to its Commitment hereunder and (IV) each such SPV would satisfy the requirements of Section 3.10 if such SPV was a Lender hereunder. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Designating Lender to the same extent, and as if, such Loan were made by such Designating Lender. (ii) As to any Loans or portion thereof made by it, each SPV shall have all the rights that a Lender making such Loans or portion thereof would have had under this Credit Agreement; provided, however that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Credit Agreement. No additional Note shall be required to evidence the Loans On or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note as agent for such SPV to the extent of the Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV. (iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Designating Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to after the date that is one year 10 Business Days after such notice, upon delivery to the Agent and one day after each Lender of a Designation Agreement duly executed by the payment Company and the respective Subsidiary and substantially in full the form of Exhibit D hereto, such Subsidiary shall thereupon become a “Designated Subsidiary” for purposes of this Agreement and, as such, shall have all of the rights and obligations of a Borrower hereunder. The Agent shall promptly notify each Lender of the Company’s notice of such pending designation by the Company and the identity of the respective Subsidiary. Following the giving of any notice pursuant to this Section 9.09(a), if the designation of such Designated Subsidiary obligates the Agent or any Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Company shall, promptly upon the request of the Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Agent or any Lender in order for the Agent or such Lender to carry out and be satisfied it has complied with the results of all outstanding prior indebtedness of necessary “know your customer” or other similar checks under all applicable laws and regulations. If the Company shall designate as a Borrower hereunder any SPV, it will Subsidiary not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings organized under the laws of the United States or any State thereof. (iv) In addition, notwithstanding anything any Lender may, with notice to the contrary contained Agent and the Company, fulfill its Commitment by causing an Affiliate of such Lender organized in this Section 10.3 the same jurisdiction as such Designated Subsidiary or otherwise another foreign jurisdiction agreed to by such Lender and the Company, to act as the Lender in this Credit Agreementrespect of such Designated Subsidiary. As soon as practicable after receiving notice from the Company or the Agent of the Company’s intent to designate a Subsidiary as a Designated Subsidiary, and in any event no later than five Business Days after the delivery of such notice, for a Designated Subsidiary that is organized under the laws of a jurisdiction other than of the United States or a political subdivision thereof, any SPV Lender that may (I) at any time and without paying any processing fee therefornot legally lend to, assign or participate all or a portion of its interest in any Loans to the Designating Lender (or to any other SPV of such Designating Lender) or to any financial institutions providing liquidity and/or establish credit support to or for the account of and/or do any business whatsoever with such SPV Designated Subsidiary directly or through an Affiliate of such Lender as provided in the immediately preceding paragraph (a “Protesting Lender”) shall so notify the Company and the Agent in writing. With respect to support each Protesting Lender, the funding Company shall, effective on or maintenance before the date that such Designated Subsidiary shall have the right to borrow hereunder, either (A) notify the Agent and such Protesting Lender that the Commitments of Loans such Protesting Lender shall be terminated or assigned to a Lender or an Eligible Assignee that is not a Protesting Lender; provided that such Protesting Lender shall have received payment of an amount equal to the outstanding principal of its Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (IIto the extent of such outstanding principal and accrued interest and fees) disclose on or the Company or the relevant Designated Subsidiary (in the case of all other amounts), or (B) cancel its request to designate such Subsidiary as a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPV. This Section 10.3 may not be amended without the written consent of any Designating Lender affected thereby“Designated Subsidiary” hereunder.

Designation. (i) Notwithstanding anything to the contrary contained hereinThe Company may at any time, any Lender (a "Designating Lender") may grant to one or more special purpose funding vehicles (each, an "SPV"), identified as such in writing and from time to time by time, upon not less than 15 Business Days’ notice in the Designating Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part case of any Loan Subsidiary so designated after the Effective Date, notify the Agent that such Designating Lender would otherwise be obligated the Company intends to make to the Borrower pursuant to designate a Subsidiary as a “Designated Subsidiary” for purposes of this Credit Agreement; provided that (I) nothing herein shall constitute a commitment by any SPV to make any Loan, (II) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Designating Lender shall be obligated to make such Loan pursuant to the terms hereof, (III) the Designating Lender shall remain liable for any indemnity or other payment obligation with respect to its Commitment hereunder and (IV) each such SPV would satisfy the requirements of Section 3.10 if such SPV was a Lender hereunder. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Designating Lender to the same extent, and as if, such Loan were made by such Designating Lender. (ii) As to any Loans or portion thereof made by it, each SPV shall have all the rights that a Lender making such Loans or portion thereof would have had under this Credit Agreement; provided, however that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Credit Agreement. No additional Note shall be required to evidence the Loans On or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note as agent for such SPV to the extent of the Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV. (iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Designating Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to after the date that is one year 15 Business Days after such notice, upon delivery to the Agent and one day after each Lender of a Designation Agreement duly executed by the payment Company and the respective Subsidiary and substantially in full the form of Exhibit E hereto, such Subsidiary shall thereupon become a “Designated Subsidiary” for purposes of this Agreement and, as such, shall have all of the rights and obligations of a Borrower hereunder. The Agent shall promptly notify each Lender of the Company’s notice of such pending designation by the Company and the identity of the respective Subsidiary. Following the giving of any notice pursuant to this Section 9.07(a), if the designation of such Designated Subsidiary obligates the Agent or any Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Company shall, promptly upon the request of the Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Agent or any Lender in order for the Agent or such Lender to carry out and be satisfied it has complied with the results of all outstanding prior indebtedness of necessary “know your customer” or other similar checks under all applicable laws and regulations. If the Company shall designate as a Designated Subsidiary hereunder any SPV, it will Subsidiary not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings organized under the laws of the United States or any State thereof. (iv) In addition, notwithstanding anything any Lender may, with notice to the contrary contained Agent and the Company, fulfill its Revolving Credit Commitment by causing an Affiliate of such Lender to act as the Lender in this Section 10.3 or otherwise in this Credit Agreementrespect of such Designated Subsidiary (and such Lender shall, any SPV may (I) at any time and without paying any processing fee therefor, assign or participate all or a portion of its interest in any Loans to the Designating Lender (or extent of Advances made to any other SPV and participations in Letters of such Designating Lender) or to any financial institutions providing liquidity and/or credit support to or Credit issued for the account of such SPV Designated Subsidiary, be deemed for all purposes hereof to support the funding or maintenance of Loans have pro tanto assigned such Advances and (II) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements participations to such SPVAffiliate in compliance with the provisions of Section 9.07). This Section 10.3 As soon as practicable after receiving notice from the Company or the Agent of the Company’s intent to designate a Subsidiary as a Designated Borrower, and in any event no later than five Business Days after the delivery of such notice, for a Designated Subsidiary that is organized under the laws of a jurisdiction other than of the United States or a political subdivision thereof, any Lender that may not legally lend to, establish credit for the account of and/or do any business whatsoever with such Designated Subsidiary directly or through an Affiliate of such Lender as provided in the immediately preceding paragraph (a “Protesting Lender”) shall so notify the Company and the Agent in writing. With respect to each Protesting Lender, the Company shall, effective on or before the date that such Designated Subsidiary shall have the right to borrow hereunder, either (A) notify the Agent and such Protesting Lender that the Revolving Credit Commitments of such Protesting Lender shall be amended without terminated; provided that such Protesting Lender shall have received payment of an amount equal to the written consent outstanding principal of any Designating Lender affected therebyits Advances and/or Letter of Credit reimbursement obligations, accrued interest thereon, accrued fees and all other amounts then payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company or the relevant Designated Subsidiary (in the case of all other amounts), or (B) cancel its request to designate such Subsidiary as a “Designated Subsidiary” hereunder.

Designation. (i) Notwithstanding anything to the contrary contained hereinThe Company may at any time, any Lender (a "Designating Lender") may grant to one or more special purpose funding vehicles (each, an "SPV"), identified as such in writing and from time to time by time, upon not less than 15 Business Days’ notice in the Designating Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part case of any Loan Subsidiary so designated after the Restatement Date, notify the Agent that such Designating Lender would otherwise be obligated the Company intends to make to the Borrower pursuant to designate a Subsidiary as a “Designated Subsidiary” for purposes of this Credit Agreement; provided that (I) nothing herein shall constitute a commitment by any SPV to make any Loan, (II) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Designating Lender shall be obligated to make such Loan pursuant to the terms hereof, (III) the Designating Lender shall remain liable for any indemnity or other payment obligation with respect to its Commitment hereunder and (IV) each such SPV would satisfy the requirements of Section 3.10 if such SPV was a Lender hereunder. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Designating Lender to the same extent, and as if, such Loan were made by such Designating Lender. (ii) As to any Loans or portion thereof made by it, each SPV shall have all the rights that a Lender making such Loans or portion thereof would have had under this Credit Agreement; provided, however that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Credit Agreement. No additional Note shall be required to evidence the Loans On or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note as agent for such SPV to the extent of the Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV. (iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Designating Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to after the date that is one year 15 Business Days after such notice, upon delivery to the Agent and one day after each Lender of a Designation Agreement duly executed by the payment Company and the respective Subsidiary and substantially in full the form of Exhibit E hereto, such Subsidiary shall thereupon become a “Designated Subsidiary” for purposes of this Agreement and, as such, shall have all of the rights and obligations of a Borrower hereunder. The Agent shall promptly notify each Lender of the Company’s notice of such pending designation by the Company and the identity of the respective Subsidiary. Following the giving of any notice pursuant to this Section 9.09(a), if the designation of such Designated Subsidiary obligates the Agent or any Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Company shall, promptly upon the request of the Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Agent or any Lender in order for the Agent or such Lender to carry out and be satisfied it has complied with the results of all outstanding prior indebtedness of necessary “know your customer” or other similar checks under all applicable laws and regulations. If the Company shall designate as a Designated Subsidiary hereunder any SPV, it will Subsidiary not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings organized under the laws of the United States or any State thereof. (iv) In addition, notwithstanding anything any Lender may, with notice to the contrary contained Agent and the Company, fulfill its Revolving Credit Commitment by causing an Affiliate of such Lender to act as the Lender in this Section 10.3 respect of such Designated Subsidiary. As soon as practicable after receiving notice from the Company or otherwise the Agent of the Company’s intent to designate a Subsidiary as a Designated Subsidiary, and in this Credit Agreementany event no later than five Business Days after the delivery of such notice, for a Designated Subsidiary that is organized under the laws of a jurisdiction other than of the United States or a political subdivision thereof, any SPV Lender that may (I) at any time and without paying any processing fee therefornot legally lend to, assign or participate all or a portion of its interest in any Loans to the Designating Lender (or to any other SPV of such Designating Lender) or to any financial institutions providing liquidity and/or establish credit support to or for the account of and/or do any business whatsoever with such SPV Designated Subsidiary, either directly or through an Affiliate of such Xxxxxx selected pursuant to support the funding immediately preceding paragraph, or maintenance whose internal policies prohibit lending to or establishing credit for entities organized under the laws of Loans such jurisdiction (a “Protesting Lender”) shall so notify the Company and the Agent in writing. With respect to each Protesting Lender, the Company shall, effective on or before the date that such Designated Subsidiary shall have the right to borrow hereunder, either (IIA) disclose on notify the Agent and such Protesting Lender that the Revolving Credit Commitments of such Protesting Lender shall be terminated; provided that such Protesting Lender shall have received payment of an amount equal to the outstanding principal of its Advances and/or Letter of Credit reimbursement obligations, accrued interest thereon, accrued fees and all other amounts then payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company or the relevant Designated Subsidiary (in the case of all other amounts), or (B) cancel its request to designate such Subsidiary as a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPV. This Section 10.3 may not be amended without the written consent of any Designating Lender affected thereby“Designated Subsidiary” hereunder.

Designation. (i) Notwithstanding anything to the contrary contained hereinThe Company may at any time, any Lender (a "Designating Lender") may grant to one or more special purpose funding vehicles (each, an "SPV"), identified as such in writing and from time to time by time, upon not less than 15 Business Days’ notice in the Designating Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part case of any Loan Subsidiary so designated after the Restatement Date, notify the Agent that such Designating Lender would otherwise be obligated the Company intends to make to the Borrower pursuant to designate a Subsidiary as a “Designated Subsidiary” for purposes of this Credit Agreement; provided that (I) nothing herein shall constitute a commitment by any SPV to make any Loan, (II) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Designating Lender shall be obligated to make such Loan pursuant to the terms hereof, (III) the Designating Lender shall remain liable for any indemnity or other payment obligation with respect to its Commitment hereunder and (IV) each such SPV would satisfy the requirements of Section 3.10 if such SPV was a Lender hereunder. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Designating Lender to the same extent, and as if, such Loan were made by such Designating Lender. (ii) As to any Loans or portion thereof made by it, each SPV shall have all the rights that a Lender making such Loans or portion thereof would have had under this Credit Agreement; provided, however that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Credit Agreement. No additional Note shall be required to evidence the Loans On or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note as agent for such SPV to the extent of the Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV. (iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Designating Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to after the date that is one year 15 Business Days after such notice, upon delivery to the Agent and one day after each Lender of a Designation Agreement duly executed by the payment Company and the respective Subsidiary and substantially in full the form of Exhibit E hereto, such Subsidiary shall thereupon become a “Designated Subsidiary” for purposes of this Agreement and, as such, shall have all of the rights and obligations of a Borrower hereunder. The Agent shall promptly notify each Lender of the Company’s notice of such pending designation by the Company and the identity of the respective Subsidiary. Following the giving of any notice pursuant to this Section 9.09(a), if the designation of such Designated Subsidiary obligates the Agent or any Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Company shall, promptly upon the request of the Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Agent or any Lender in order for the Agent or such Lender to carry out and be satisfied it has complied with the results of all outstanding prior indebtedness of necessary “know your customer” or other similar checks under all applicable laws and regulations. If the Company shall designate as a Designated Subsidiary hereunder any SPV, it will Subsidiary not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings organized under the laws of the United States or any State thereof. (iv) In addition, notwithstanding anything any Lender may, with notice to the contrary contained Agent and the Company, fulfill its Revolving Credit Commitment by causing an Affiliate of such Lender to act as the Lender in this Section 10.3 respect of such Designated Subsidiary. As soon as practicable after receiving notice from the Company or otherwise the Agent of the Company’s intent to designate a Subsidiary as a Designated Borrower, and in this Credit Agreementany event no later than five Business Days after the delivery of such notice, for a Designated Subsidiary that is organized under the laws of a jurisdiction other than of the United States or a political subdivision thereof, any SPV Lender that may (I) at any time and without paying any processing fee therefornot legally lend to, assign or participate all or a portion of its interest in any Loans to the Designating Lender (or to any other SPV of such Designating Lender) or to any financial institutions providing liquidity and/or establish credit support to or for the account of and/or do any business whatsoever with such SPV Designated Subsidiary, either directly or through an Affiliate of such Lender selected pursuant to support the funding immediately preceding paragraph (a “Protesting Lender”) shall so notify the Company and the Agent in writing. With respect to each Protesting Lender, the Company shall, effective on or maintenance before the date that such Designated Subsidiary shall have the right to borrow hereunder, either (A) notify the Agent and such Protesting Lender that the Revolving Credit Commitments of Loans such Protesting Lender shall be terminated; provided that such Protesting Lender shall have received payment of an amount equal to the outstanding principal of its Advances and/or Letter of Credit reimbursement obligations, accrued interest thereon, accrued fees and all other amounts then payable to it hereunder, from the assignee (IIto the extent of such outstanding principal and accrued interest and fees) disclose on or the Company or the relevant Designated Subsidiary (in the case of all other amounts), or (B) cancel its request to designate such Subsidiary as a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPV. This Section 10.3 may not be amended without the written consent of any Designating Lender affected thereby“Designated Subsidiary” hereunder.

Designation. (i) Notwithstanding anything to the contrary contained hereinThe Company may at any time, any Lender (a "Designating Lender") may grant to one or more special purpose funding vehicles (each, an "SPV"), identified as such in writing and from time to time by time, upon not less than five Business Days’ notice (or ten Business Days’ notice in the Designating Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part case of any Loan that such Designating Lender would otherwise be obligated to make to the Borrower pursuant to this Credit Agreement; provided that (I) nothing herein shall constitute a commitment by any SPV to make any Loan, (II) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Designating Lender shall be obligated to make such Loan pursuant to the terms hereof, (III) the Designating Lender shall remain liable for any indemnity or other payment obligation with respect to its Commitment hereunder and (IV) each such SPV would satisfy the requirements of Section 3.10 if such SPV was a Lender hereunder. The making Subsidiary organized under laws of a Loan by an SPV hereunder shall utilize the Commitment jurisdiction outside of the Designating Lender United States), notify the Agent that the Company intends to the same extent, and designate a Subsidiary as if, such Loan were made by such Designating Lender. (ii) As to any Loans or portion thereof made by it, each SPV shall have all the rights that a Lender making such Loans or portion thereof would have had under “Designated Subsidiary” for purposes of this Credit Agreement; provided, however that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Credit Agreement. No additional Note shall be required to evidence the Loans On or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note as agent for such SPV to the extent of the Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV. (iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Designating Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to after the date that is one year five Business Days after such notice (or ten Business Days after such notice in the case of any Subsidiary organized under laws of a jurisdiction outside of the United States), upon delivery to the Agent and one day each Lender of a Designation Agreement duly executed by the Company and the respective Subsidiary, such Subsidiary shall thereupon become a “Designated Subsidiary” for all purposes of this Agreement, and, upon fulfillment of the applicable conditions set forth in Section 3.02 and after such Designation Agreement is accepted by the payment Agent, such Subsidiary shall thereupon become a Designated Subsidiary for all purposes of this Agreement and, as such, shall have all of the rights and obligations of a Borrower hereunder. The Agent shall promptly notify each Lender of the Company’s notice of such pending designation by the Company and the identity of the respective Subsidiary. Following the giving of any notice pursuant to this Section 9.08(a), if the designation of such Designated Subsidiary obligates the Agent or any Lender to comply with “know your customer” or similar identification procedures in full circumstances where the necessary information is not already available to it, the Company shall, promptly upon the request of the Agent or any Lender, supply such documentation (including, without limitation, delivery of a Beneficial Ownership Certification, if applicable) and other evidence as is reasonably requested by the Agent or any Lender in order for the Agent or such Lender to carry out and be satisfied it has complied with the requirements of all outstanding prior indebtedness of necessary “know your customer” or other similar checks under all applicable laws and regulations (including, without limitation, the Beneficial Ownership Regulation). If the Company shall designate as a Designated Subsidiary hereunder any SPV, it will Subsidiary not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings organized under the laws of the United States or any State thereof. (iv) In addition, notwithstanding anything any Lender may, with notice to the contrary contained Agent and the Company, fulfill its Commitment by causing an Affiliate or branch of such Lender to act as the Lender in this Section 10.3 respect of such Designated Subsidiary. As soon as practicable after receiving notice from the Company or otherwise in this Credit Agreementthe Agent of the Company’s intent to designate a Subsidiary as a Designated Subsidiary, any SPV may (I) at any time and without paying any processing fee therefor, assign or participate all or a portion of its interest in any Loans to the Designating Lender (or to any other SPV of such Designating Lender) or to any financial institutions providing liquidity and/or credit support to or for the account of such SPV to support the funding or maintenance of Loans and (II) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPV. This Section 10.3 may not be amended without the written consent of any Designating Lender affected thereby.event no later than

Designation. The Parent may at any time, and from time to time, upon not less than 15 Business Days’ notice in the case of any Subsidiary so designated after the Effective Date, notify the Administrative Agent (iwho shall promptly notify the Lenders) Notwithstanding anything that the Parent intends to designate a Subsidiary as a “Designated Subsidiary” for purposes of this Agreement. On or after the date that is 15 Business Days after such notice, upon delivery to the contrary contained hereinAdministrative Agent and each Lender of a Designation LetterAgreement duly executed by the Parent and the respective Subsidiary and substantially in the form of Exhibit E hereto, such Subsidiary shall thereupon become a “Designated Subsidiary” for purposes of this Agreement and, as such, shall have all of the rights and obligations of a Borrower hereunder. The Administrative Agent shall promptly notify each Lender of the Parent’s notice of such pending designation by the Parent and the identity of the respective Subsidiary. Following the giving of any notice pursuant to this Section 16.3(a), if the designation of such Designated Subsidiary obligates the Administrative Agent or any Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Parent shall, promptly upon the request of the Administrative Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry out and be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under all applicable laws and regulations. If the Parent shall designate as a Designated Subsidiary hereunder any Subsidiary not organized under the laws of the United States, any State thereof or the United Kingdom and Wales, any Lender (a "Designating Lender") may grant to one or more special purpose funding vehicles (eachmay, an "SPV"), identified as such in writing from time to time by the Designating Lender with notice to the Administrative Agent and the BorrowerParent, the option to provide to the Borrower all or any part of any Loan that such Designating Lender would otherwise be obligated to make to the Borrower pursuant to this Credit Agreement; provided that (I) nothing herein shall constitute a commitment fulfill its Commitment by any SPV to make any Loan, (II) if causing an SPV elects not to exercise such option or otherwise fails to provide all or any part Affiliate of such Loan, Lender to act as the Designating Lender shall be obligated to make in respect of such Loan pursuant to Designated Subsidiary. As soon as practicable after receiving notice from the terms hereof, (III) Parent or the Designating Lender shall remain liable for any indemnity or other payment obligation with respect to its Commitment hereunder and (IV) each such SPV would satisfy the requirements of Section 3.10 if such SPV was a Lender hereunder. The making of a Loan by an SPV hereunder shall utilize the Commitment Administrative Agent of the Designating Lender Parent’s intent to the same extentdesignate a Subsidiary as a Designated BorrowerSubsidiary , and as if, such Loan were made by such Designating Lender. (ii) As to in any Loans or portion thereof made by it, each SPV shall have all event no later than ten Business Days after the rights that a Lender making such Loans or portion thereof would have had under this Credit Agreement; provided, however that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documents) and to exercise on such SPV's behalf, all delivery of such SPV's voting rights under this Credit Agreement. No additional Note shall be required to evidence the Loans or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note as agent notice, for such SPV to the extent of the Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV. (iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Designating Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to the date Designated Subsidiary that is one year and one day after the payment in full of all outstanding prior indebtedness of any SPV, it will not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings organized under the laws of a jurisdiction other than of the United States or any State a political subdivision thereof. (iv) In addition, notwithstanding anything to the contrary contained in this Section 10.3 or otherwise in this Credit Agreement, any SPV Lender that may (I) at any time and without paying any processing fee therefornot legally lend to, assign or participate all or a portion of its interest in any Loans to the Designating Lender (or to any other SPV of such Designating Lender) or to any financial institutions providing liquidity and/or establish credit support to or for the account of and/or do any business whatsoever with such SPV Designated Subsidiary, either directly or through an Affiliate of such Lender selected pursuant to support the funding immediately preceding paragraph (a “Protesting Lender”) shall so notify the Parent and the Administrative Agent in writing. With respect to each Protesting Lender, the Parent shall, effective on or maintenance before the date that such Designated Subsidiary shall have the right to borrow hereunder, either (A) notify the Administrative Agent and such Protesting Lender that the Commitments of Loans such Protesting Lender shall be terminated; provided that such Protesting Lender shall have received payment of an amount equal to the outstanding principal of its Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (IIto the extent of such outstanding principal and accrued interest and fees) disclose on or the Parent or the relevant Designated Subsidiary (in the case of all other amounts), or (B) cancel its request to designate such Subsidiary as a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPV. This Section 10.3 may not be amended without the written consent of any Designating Lender affected thereby“Designated Subsidiary” hereunder.

Designation. (i) Notwithstanding anything to the contrary contained hereinThe Company may at any time, any Lender (a "Designating Lender") may grant to one or more special purpose funding vehicles (each, an "SPV"), identified as such in writing and from time to time by time, upon not less than five Business Days’ notice in the Designating Lender case of any Subsidiary so designated after the Effective Date, notify the Administrative Agent that the Company intends to designate a Subsidiary as a "Designated Subsidiary" for purposes of this Agreement. On or after the date that is five Business Days after such notice, upon delivery to the Administrative Agent and each Lender of a Designation Letter duly executed by the BorrowerCompany and the respective Subsidiary and substantially in the form of Exhibit D hereto, such Subsidiary shall thereupon become a "Designated Subsidiary" for purposes of this Agreement and, as such, shall have all of the option to provide to rights and obligations of a Borrower hereunder. The Administrative Agent shall promptly notify each Lender of the Borrower all or any part Company’s notice of such pending designation by the Company and the identity of the respective Subsidiary. Following the giving of any Loan that such Designating Lender would otherwise be obligated to make to the Borrower notice pursuant to this Credit Agreement; provided that (I) nothing herein shall constitute a commitment by any SPV to make any LoanSection 9.08(a), (II) if an SPV elects not to exercise the designation of such option or otherwise fails to provide all Designated Subsidiary obligates the Administrative Agent or any part of such LoanLender to comply with "know your customer" or similar identification procedures in circumstances where the necessary information is not already available to it, the Designating Company shall, promptly upon the request of the Administrative Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender shall in order for the Administrative Agent or such Lender to carry out and be obligated to make such Loan pursuant to satisfied it has complied with the terms hereof, (III) the Designating Lender shall remain liable for any indemnity results of all necessary "know your customer" or other payment obligation with respect to its Commitment similar checks under all applicable laws and regulations. If the Company shall designate as a Designated Subsidiary hereunder and (IV) each such SPV would satisfy the requirements of Section 3.10 if such SPV was a Lender hereunder. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Designating Lender to the same extent, and as if, such Loan were made by such Designating Lender. (ii) As to any Loans or portion thereof made by it, each SPV shall have all the rights that a Lender making such Loans or portion thereof would have had under this Credit Agreement; provided, however that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Credit Agreement. No additional Note shall be required to evidence the Loans or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note as agent for such SPV to the extent of the Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV. (iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Designating Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding prior indebtedness of any SPV, it will Subsidiary not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings organized under the laws of the United States or any State thereof. (iv) In addition, notwithstanding anything any Lender may, with notice to the contrary contained Administrative Agent and the Company, fulfill its Commitment by causing an Affiliate of such Lender to act as the Lender in this Section 10.3 or otherwise in this Credit Agreementrespect of such Designated Subsidiary (and such Lender shall, any SPV may (I) at any time and without paying any processing fee therefor, assign or participate all or a portion of its interest in any Loans to the Designating Lender (or extent of Advances made to any other SPV and participations in Letters of such Designating Lender) or to any financial institutions providing liquidity and/or credit support to or Credit issued for the account of such SPV Designated Subsidiary, be deemed for all purposes hereof to support the funding or maintenance of Loans have pro tanto assigned such Advances and (II) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements participations to such SPVAffiliate in compliance with the provisions of Section 9.07). This Section 10.3 As soon as practicable after receiving notice from the Company or the Administrative Agent of the Company's intent to designate a Subsidiary as a Designated Subsidiary, and in any event no later than three Business Days after the delivery of such notice, for a Designated Subsidiary that is organized under the laws of a jurisdiction other than of the United States or a political subdivision thereof, any Lender that may not legally lend to, establish credit for the account of and do any business whatsoever with such Designated Subsidiary directly or through an Affiliate of such Lender as provided in the immediately preceding paragraph (a "Protesting Lender") shall so notify the Company and the Administrative Agent in writing. With respect to each Protesting Lender, the Company shall, effective on or before the date that such Designated Subsidiary shall have the right to borrow hereunder, either (A) notify the Administrative Agent and such Protesting Lender that the Commitments of such Protesting Lender shall be amended without terminated (and the written consent limitations of any Designating Section 2.06 will not be applicable); provided that such Protesting Lender affected therebyshall have received payment of an amount equal to the outstanding principal of its Advances and Letter of Credit reimbursement obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company or the relevant Designated Subsidiary (in the case of all other amounts), or (B) cancel its request to designate such Subsidiary as a "Designated Subsidiary" hereunder.

Designation. (i) Notwithstanding anything to the contrary contained hereinThe Company may, upon five Business Days prior notice, at any Lender (a "Designating Lender") may grant to one or more special purpose funding vehicles (eachtime, an "SPV"), identified as such in writing and from time to time time, by the Designating Lender delivery to the Administrative Agent of a Designation Agreement duly executed by the Company and the Borrowerrespective Subsidiary and substantially in the form of Exhibit E hereto, designate such Subsidiary as a “Designated Subsidiary” for purposes of this Agreement and such Subsidiary shall thereupon become a “Designated Subsidiary” for purposes of this Agreement and, as NYDOCS02/1166703 101 such, shall have all of the rights and obligations of a Borrower hereunder; provided that if such Subsidiary is organized under the laws of a jurisdiction other than that of the United States or a political subdivision thereof, the option to provide Company shall give 15 days prior notice to the Borrower all or any part Administrative Agent. The Administrative Agent shall promptly notify each Lender of each such designation by the Company and the identity of the respective Subsidiary. Following the giving of any Loan that such Designating Lender would otherwise be obligated to make to the Borrower notice pursuant to this Credit Agreement; provided that (I) nothing herein shall constitute a commitment by any SPV to make any LoanSection 10.13, (II) if an SPV elects not to exercise the designation of such option or otherwise fails to provide all Designated Subsidiary obligates the Administrative Agent or any part Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it (including, in the case of any Designated Subsidiary that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to such LoanDesignated Subsidiary), the Designating Company shall, promptly upon the request of the Administrative Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender shall in order for the Administrative Agent or such Lender to carry out and be obligated to make such Loan pursuant to satisfied it has complied with the terms hereof, (III) the Designating Lender shall remain liable for any indemnity results of all necessary “know your customer” or other payment obligation with respect to similar checks under all applicable laws and regulations or its Commitment internal policies. If the Company shall designate as a Designated Subsidiary hereunder and (IV) each such SPV would satisfy the requirements of Section 3.10 if such SPV was a Lender hereunder. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Designating Lender to the same extent, and as if, such Loan were made by such Designating Lender. (ii) As to any Loans or portion thereof made by it, each SPV shall have all the rights that a Lender making such Loans or portion thereof would have had under this Credit Agreement; provided, however that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Credit Agreement. No additional Note shall be required to evidence the Loans or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note as agent for such SPV to the extent of the Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV. (iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Designating Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding prior indebtedness of any SPV, it will Subsidiary not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings organized under the laws of the United States or any State thereof, any Lender may, with notice to the Administrative Agent and the Company, fulfill its Commitment by causing an Affiliate of such Lender to act as the Lender in respect of such Designated Subsidiary. (ivii) In addition, notwithstanding anything to As soon as practicable and in any event within five Business Days after notice of the contrary contained in this designation under Section 10.3 10.13(a)(i) of a Designated Subsidiary that is organized under the laws of a jurisdiction other than of the United States or otherwise in this Credit Agreementa political subdivision thereof, any SPV Lender that may not legally lend to, or whose internal policies, consistently applied, preclude lending to, such Designated Subsidiary (Ia “Protesting Lender”) at any time shall so notify the Company and without paying any processing fee thereforthe Administrative Agent in writing. With respect to each Protesting Lender, assign the Company shall, effective on or participate all before the date that such Designated Subsidiary shall have the right to borrow hereunder, either (A) (i) replace such Protesting Lender in accordance with Section 8.5 or a portion of its interest in any Loans to (ii) notify the Designating Administrative Agent and such Protesting Lender (or to any other SPV that the Commitments of such Designating LenderProtesting Lender shall be terminated; provided that (x) or to any financial institutions providing liquidity and/or credit support to or for the account of such SPV to support Company shall have received the funding or maintenance of Loans and (II) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPV. This Section 10.3 may not be amended without the prior written consent of any Designating the Administrative Agent and each Issuing Bank, which consents shall not unreasonably be withheld, and (y) such Protesting Lender affected therebyshall have received payment of an amount equal to the outstanding principal of its Advances (other than Competitive Bid Advances), accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the relevant Borrower (in the case of all other amounts), or (B) cancel its request to designate such Subsidiary as a “Designated Subsidiary” hereunder.

Designation. (i) Notwithstanding anything to the contrary contained hereinThe Parent may at any time, any Lender (a "Designating Lender") may grant to one or more special purpose funding vehicles (each, an "SPV"), identified as such in writing and from time to time by time, upon not less than 15 Business Days’ notice in the Designating Lender case of any Subsidiary so designated after the Effective Date, notify the Administrative Agent (who shall promptly notify the Lenders) that the Parent intends to designate a Subsidiary as a “Designated Subsidiary” for purposes of this Agreement. On or after the date that is 15 Business Days after such notice, upon delivery to the Administrative Agent and each Lender of a Designation Agreement duly executed by the BorrowerParent and the respective Subsidiary and substantially in the form of Exhibit E hereto, such Subsidiary shall thereupon become a “Designated Subsidiary” for purposes of this Agreement and, as such, shall have all of the option to provide to rights and obligations of a Borrower hereunder. The Administrative Agent shall promptly notify each Lender of the Borrower all or any part Parent’s notice of such pending designation by the Parent and the identity of the respective Subsidiary. Following the giving of any Loan that such Designating Lender would otherwise be obligated to make to the Borrower notice pursuant to this Credit Agreement; provided that (I) nothing herein shall constitute a commitment by any SPV to make any LoanSection 16.3(a), (II) if an SPV elects not to exercise the designation of such option or otherwise fails to provide all Designated Subsidiary obligates the Administrative Agent or any part of such LoanLender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Designating Parent shall, promptly upon the request of the Administrative Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender shall in order for the Administrative Agent or such Lender to carry out and be obligated to make such Loan pursuant to satisfied it has complied with the terms hereof, (III) the Designating Lender shall remain liable for any indemnity results of all necessary “know your customer” or other payment obligation with respect to its Commitment hereunder similar checks under all applicable laws and (IV) each such SPV would satisfy the requirements of Section 3.10 if such SPV was a Lender hereunder. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Designating Lender to the same extent, and as if, such Loan were made by such Designating Lenderregulations. (ii) As to any Loans or portion thereof made by it, each SPV shall have all the rights that a Lender making such Loans or portion thereof would have had under this Credit Agreement; provided, however that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Credit Agreement. No additional Note shall be required to evidence the Loans or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note as agent for such SPV to the extent of the Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV. (iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Designating Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding prior indebtedness of any SPV, it will not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States or any State thereof. (iv) In addition, notwithstanding anything to the contrary contained in this Section 10.3 or otherwise in this Credit Agreement, any SPV may (I) at any time and without paying any processing fee therefor, assign or participate all or a portion of its interest in any Loans to the Designating Lender (or to any other SPV of such Designating Lender) or to any financial institutions providing liquidity and/or credit support to or for the account of such SPV to support the funding or maintenance of Loans and (II) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPV. This Section 10.3 may not be amended without the written consent of any Designating Lender affected thereby.

Designation. (i) Notwithstanding anything to the contrary contained hereinThe Company may at any time, any Lender (a "Designating Lender") may grant to one or more special purpose funding vehicles (each, an "SPV"), identified as such in writing and from time to time by time, upon not less than 15 Business Days’ notice, notify the Designating Lender Agent that the Company intends to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part designate a Subsidiary as a “Designated Subsidiary” for purposes of any Loan that such Designating Lender would otherwise be obligated to make to the Borrower pursuant to this Credit Agreement; provided that (I) nothing herein shall constitute a commitment by any SPV to make any Loan, (II) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Designating Lender shall be obligated to make such Loan pursuant to the terms hereof, (III) the Designating Lender shall remain liable for any indemnity or other payment obligation with respect to its Commitment hereunder and (IV) each such SPV would satisfy the requirements of Section 3.10 if such SPV was a Lender hereunder. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Designating Lender to the same extent, and as if, such Loan were made by such Designating Lender. (ii) As to any Loans or portion thereof made by it, each SPV shall have all the rights that a Lender making such Loans or portion thereof would have had under this Credit Agreement; provided, however that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Credit Agreement. No additional Note shall be required to evidence the Loans On or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note as agent for such SPV to the extent of the Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV. (iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Designating Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to after the date that is one year 15 Business Days after such notice, upon delivery to the Agent and one day after each Lender of a Designation Letter duly executed by the payment Company and the respective Subsidiary and substantially in full the form of Exhibit E hereto, such Subsidiary shall thereupon become a “Designated Subsidiary” for purposes of this Agreement and, as such, shall have all of the rights and obligations of a Borrower hereunder. The Agent shall promptly notify each Lender of the Company’s notice of such pending designation by the Company and the identity of the respective Subsidiary. Following the giving of any notice pursuant to this Section 9.09(a), if the designation of such Designated Subsidiary obligates the Agent or any Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Company shall, promptly upon the request of the Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Agent or any Lender in order for the Agent or such Lender to carry out and be satisfied it has complied with the results of all outstanding prior indebtedness of necessary “know your customer” or other similar checks under all applicable laws and regulations. If the Company shall designate as a Designated Subsidiary hereunder any SPV, it will Subsidiary not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings organized under the laws of the United States or any State thereof. (iv) In addition, notwithstanding anything any Lender may, with notice to the contrary contained Agent and the Company, fulfill its Commitment by causing an Affiliate or branch of such Lender to act as the Lender in this Section 10.3 respect of such Designated Subsidiary. Jabil Credit Agreement 61 As soon as practicable after receiving notice from the Company or otherwise the Agent of the Company’s intent to designate a Subsidiary as a Designated Subsidiary, and in this Credit Agreementany event no later than five Business Days after the delivery of such notice, for a Designated Subsidiary that is organized under the laws of a jurisdiction other than of the United States or a political subdivision thereof, any SPV Lender that may (I) at any time and without paying any processing fee therefornot legally lend to, assign or participate all or a portion of its interest in any Loans to the Designating Lender (or to any other SPV of such Designating Lender) or to any financial institutions providing liquidity and/or establish credit support to or for the account of and/or do any business whatsoever with such SPV Designated Subsidiary directly or through an Affiliate of such Lender as provided in the immediately preceding paragraph (a “Protesting Lender”) shall so notify the Company and the Agent in writing. With respect to support each Protesting Lender, the funding Company shall, effective on or maintenance before the date that such Designated Subsidiary shall have the right to borrow hereunder, either (A) notify the Agent and such Protesting Lender that the Commitments of Loans such Protesting Lender shall be terminated; provided that such Protesting Lender shall have received payment of an amount equal to the outstanding principal of its Advances and/or Letter of Credit reimbursement obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (IIto the extent of such outstanding principal and accrued interest and fees) disclose on or the Company or the relevant Designated Subsidiary (in the case of all other amounts) or (B) cancel its request to designate such Subsidiary as a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPV. This Section 10.3 may not be amended without the written consent of any Designating Lender affected thereby“Designated Subsidiary” hereunder.

Designation. (i) Notwithstanding anything to the contrary contained hereinThe Company may at any time, any Lender (a "Designating Lender") may grant to one or more special purpose funding vehicles (each, an "SPV"), identified as such in writing and from time to time by time, upon not less than five Business Days’ notice (or ten Business Days’ notice in the Designating Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part case of any Loan that such Designating Lender would otherwise be obligated to make to the Borrower pursuant to this Credit Agreement; provided that (I) nothing herein shall constitute a commitment by any SPV to make any Loan, (II) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Designating Lender shall be obligated to make such Loan pursuant to the terms hereof, (III) the Designating Lender shall remain liable for any indemnity or other payment obligation with respect to its Commitment hereunder and (IV) each such SPV would satisfy the requirements of Section 3.10 if such SPV was a Lender hereunder. The making Subsidiary organized under laws of a Loan by an SPV hereunder shall utilize the Commitment jurisdiction outside of the Designating Lender United States), notify the Agent that the Company intends to the same extent, and designate a Subsidiary as if, such Loan were made by such Designating Lender. (ii) As to any Loans or portion thereof made by it, each SPV shall have all the rights that a Lender making such Loans or portion thereof would have had under “Designated Subsidiary” for purposes of this Credit Agreement; provided, however that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Credit Agreement. No additional Note shall be required to evidence the Loans On or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note as agent for such SPV to the extent of the Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV. (iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Designating Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to after the date that is one year five Business Days after such notice (or ten Business Days after such notice in the case of any Subsidiary organized under laws of a jurisdiction outside of the United States), upon delivery to the Agent and one day each Lender of a Designation Agreement duly executed by the Company and the respective Subsidiary, such Subsidiary shall thereupon become a “Designated Subsidiary” for all purposes of this Agreement, and, upon fulfillment of the applicable conditions set forth in Section 3.02 and after such Designation Agreement is accepted by the payment Agent, such Subsidiary shall thereupon become a Designated Subsidiary for all purposes of this Agreement and, as such, shall have all of the rights and obligations of a Borrower hereunder. The Agent shall promptly notify each Lender of the Company’s notice of such pending designation by the Company and the identity of the respective Subsidiary. Following the giving of any notice pursuant to this Section 9.08(a), if the designation of such Designated Subsidiary obligates the Agent or any Lender to comply with “know your customer” or similar identification procedures in full circumstances where the necessary information is not already available to it, the Company shall, promptly upon the request of the Agent or any Lender, supply such documentation (including, without limitation, delivery of a Beneficial Ownership Certification, if applicable) and other evidence as is reasonably requested by the Agent or any Lender in order for the Agent or such Lender to carry out and be satisfied it has complied with the requirements of all outstanding prior indebtedness of necessary “know your customer” or other similar checks under all applicable laws and regulations (including, without limitation, the Beneficial Ownership Regulation). If the Company shall designate as a Designated Subsidiary hereunder any SPV, it will Subsidiary not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings organized under the laws of the United States or any State thereof. (iv) In addition, notwithstanding anything any Lender may, with notice to the contrary contained Agent and the Company, fulfill its Commitment by causing an Affiliate or branch of such Lender to act as the Lender in this Section 10.3 respect of such Designated Subsidiary. As soon as practicable after receiving notice from the Company or otherwise the Agent of the Company’s intent to designate a Subsidiary as a Designated Subsidiary, and in this Credit Agreementany event no later than five Business Days after the delivery of such notice, for a Designated Subsidiary that is organized under the laws of a jurisdiction other than of the United States or a political subdivision thereof, any SPV Lender that may (I) at any time and without paying any processing fee therefornot legally lend to, assign or participate all or a portion of its interest in any Loans to the Designating Lender (or to any other SPV of such Designating Lender) or to any financial institutions providing liquidity and/or establish credit support to or for the account of and/or do any business whatsoever with such SPV Designated Subsidiary directly or through an Affiliate of such Lender as provided in the immediately preceding paragraph (a “Protesting Lender”) shall so notify the Company and the Agent in writing. With respect to support each Protesting Lender, the funding Company shall, effective on or maintenance before the date that such Designated Subsidiary shall have the right to borrow hereunder, either (A) notify the Agent and such Protesting Lender that the Commitments of Loans such Protesting Lender shall be terminated; provided that such Protesting Lender shall have received payment of an amount equal to the outstanding principal of its Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from (IIif such Protesting Xxxxxx’s Commitments are assigned) disclose on the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company or the relevant Designated Subsidiary (in the case an assignment, of all other amounts or, if such Commitments are terminated, of such outstanding principal and accrued interest, fees and other amounts), or (B) cancel its request to designate such Subsidiary as a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPV. This Section 10.3 may not be amended without the written consent of any Designating Lender affected thereby“Designated Subsidiary” hereunder.

Designation. (i) Notwithstanding anything to the contrary contained hereinVisa Inc. may, upon ten Business Days prior notice, at any Lender (a "Designating Lender") may grant to one or more special purpose funding vehicles (eachtime, an "SPV"), identified as such in writing and from time to time time, by the Designating Lender delivery to the Administrative Agent of a Designation Agreement duly executed by Visa Inc. and the respective Subsidiary and substantially in the form of Exhibit D hereto, designate such Subsidiary as a “Designated Borrower” for purposes of this Agreement and such Subsidiary shall thereupon become a “Designated Borrower” for purposes of this Agreement and, as such, shall have all of the rights and obligations of a Borrower hereunder; provided that no such Designated Borrower may borrow hereunder unless the conditions in Section 4.2 are satisfied on the date of the initial borrowing by such Designated Borrower; and provided further that if such Subsidiary is organized under the laws of a jurisdiction other than that of the United States or a political subdivision thereof (or, solely in the case of a designation of Visa Europe Limited, the option to provide United Kingdom), Visa Inc. shall give 15 Business Days prior notice to the Borrower all or any part Administrative Agent. The Administrative Agent shall promptly notify each Lender of each such designation by Visa Inc. and the identity of the respective Subsidiary. Following the giving of any Loan that such Designating Lender would otherwise be obligated to make to the Borrower notice pursuant to this Credit Agreement; provided that (I) nothing herein shall constitute a commitment by any SPV to make any LoanSection 2.25, (II) if an SPV elects not to exercise the designation of such option or otherwise fails to provide all Designated Borrower obligates the Administrative Agent or any part of such Loan, the Designating Lender shall be obligated to make such Loan pursuant to the terms hereof, (III) the Designating Lender shall remain liable for any indemnity comply with “know your customer” or other payment obligation with respect identification and customary due diligence procedures in circumstances where the necessary information is not already available to its Commitment hereunder and (IV) each such SPV would satisfy it, Visa Inc. shall, promptly upon the requirements of Section 3.10 if such SPV was a Lender hereunder. The making of a Loan by an SPV hereunder shall utilize the Commitment request of the Designating Administrative Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry out and be satisfied it has complied with the same extent, and as if, such Loan were made by such Designating Lender. (ii) As to any Loans or portion thereof made by it, each SPV shall have all the rights that a Lender making such Loans or portion thereof would have had under this Credit Agreement; provided, however that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Credit Agreement. No additional Note shall be required to evidence the Loans or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note as agent for such SPV to the extent of the Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV. (iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Designating Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to the date that is one year and one day after the payment in full results of all outstanding prior indebtedness of necessary “know your customer” and customary due diligence or other similar checks under all applicable laws and regulations. If Visa Inc. shall designate as a Designated Borrower hereunder any SPV, it will Subsidiary not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings organized under the laws of the United States or any State thereof, any Lender may, with notice to the Administrative Agent and Visa Inc., fulfill its Commitment by causing an Affiliate or branch of such Lender to act as the Lender in respect of such Designated Borrower. (ivii) In additionAs soon as practicable and in any event within five Business Days after notice of the designation under Section 2.25(a)(i) of a Designated Borrower that is organized under the laws of a jurisdiction other than of the United States or a political subdivision thereof (or, notwithstanding anything to solely in the contrary contained in this Section 10.3 or otherwise in this Credit Agreementcase of a designation of Visa Europe Limited, the United Kingdom), any SPV Lender that may not legally lend to, or whose internal policies, consistently applied, preclude lending to, such Designated Borrower (Ia “Protesting Lender”) at any time shall so notify Visa Inc. and without paying any processing fee thereforthe Administrative Agent in writing. With respect to each Protesting Lender, assign Visa Inc. shall, effective on or participate all before the date that such Designated Borrower shall have the right to borrow hereunder, either (A) (i) replace such Protesting Lender in accordance with Section 2.28 or a portion of its interest in any Loans to (ii) notify the Designating Administrative Agent and such Protesting Lender (or to any other SPV that the Commitments of such Designating LenderProtesting Lender shall be terminated; provided that (x) or to any financial institutions providing liquidity and/or credit support to or for Visa Inc. shall have received the account of such SPV to support the funding or maintenance of Loans and (II) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPV. This Section 10.3 may not be amended without the prior written consent of any Designating the Administrative Agent and each Swing Lender, which consents shall not unreasonably be withheld, and (y) such Protesting Lender affected thereby.shall

Designation. (i) Notwithstanding anything to the contrary contained hereinThe Company may at any time, any Lender (a "Designating Lender") may grant to one or more special purpose funding vehicles (each, an "SPV"), identified as such in writing and from time to time by time, upon not less than five Business Days’ notice in the Designating Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part case of any Loan Subsidiary so designated after the Effective Date, notify the Agent that such Designating Lender would otherwise be obligated the Company intends to make to the Borrower pursuant to designate a Subsidiary as a “Designated Subsidiary” for purposes of this Credit Agreement; provided that (I) nothing herein shall constitute a commitment by any SPV to make any Loan, (II) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Designating Lender shall be obligated to make such Loan pursuant to the terms hereof, (III) the Designating Lender shall remain liable for any indemnity or other payment obligation with respect to its Commitment hereunder and (IV) each such SPV would satisfy the requirements of Section 3.10 if such SPV was a Lender hereunder. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Designating Lender to the same extent, and as if, such Loan were made by such Designating Lender. (ii) As to any Loans or portion thereof made by it, each SPV shall have all the rights that a Lender making such Loans or portion thereof would have had under this Credit Agreement; provided, however that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Credit Agreement. No additional Note shall be required to evidence the Loans On or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note as agent for such SPV to the extent of the Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV. (iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Designating Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to after the date that is one year five Business Days after such notice, upon delivery to the Agent and one day each Lender of a Designation Letter duly executed by the Company and the respective Subsidiary and substantially in the form of Exhibit E hereto, such Subsidiary shall thereupon become a “Designated Subsidiary” for all purposes of this Agreement, and, upon fulfillment of the applicable conditions set forth in Section 3.02 and after such Designation Letter is accepted by the payment Agent, such Subsidiary shall thereupon become a Designated Subsidiary for all purposes of this Agreement and, as such, shall have all of the rights and obligations of a Borrower hereunder. The Agent shall promptly notify each Lender of the Company’s notice of such pending designation by the Company and the identity of the respective Subsidiary. Following the giving of any notice pursuant to this Section 9.12(a), if the designation of such Designated Subsidiary obligates the Agent or any Lender to comply with “know your customer” or similar identification procedures in full circumstances where the necessary information is not already available to it, the Company shall, promptly upon the request of the Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Agent or any Lender in order for the Agent or such Lender to carry out and be satisfied it has complied with the results of all outstanding prior indebtedness of necessary “know your customer” or other similar checks under all applicable laws and regulations. If the Company shall designate as a Designated Subsidiary hereunder any SPV, it will Subsidiary not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings organized under the laws of the United States or any State thereof. (iv) In addition, notwithstanding anything any Lender may, with notice to the contrary contained Agent and the Company, fulfill its Commitment by causing an Affiliate of such Lender to act as the Lender in this Section 10.3 respect of such Designated Subsidiary. As soon as practicable after receiving notice from the Company or otherwise the Agent of the Company’s intent to designate a Subsidiary as a Designated Borrower, and in this Credit Agreementany event no later than five Business Days after the delivery of such notice, for a Designated Subsidiary that is organized under the laws of a jurisdiction other than of the United States or a political subdivision thereof, any SPV Lender that may (I) at any time and without paying any processing fee therefornot legally lend to, assign or participate all or a portion of its interest in any Loans to the Designating Lender (or to any other SPV of such Designating Lender) or to any financial institutions providing liquidity and/or establish credit support to or for the account of and/or do any business whatsoever with such SPV Designated Subsidiary directly or through an Affiliate of such Lender as provided in the immediately preceding paragraph (a “Protesting Lender”) shall so notify the Company and the Agent in writing. With respect to support each Protesting Lender, the funding Company shall, effective on or maintenance before the date that such Designated Subsidiary shall have the right to borrow hereunder, either (A) notify the Agent and such Protesting Lender that the Commitments of Loans such Protesting Lender shall be terminated; provided that such Protesting Lender shall have received payment of an amount equal to the outstanding principal of its Advances and/or Letter of Credit reimbursement obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (IIto the extent of such outstanding principal and accrued interest and fees) disclose on or the Company or the relevant Designated Subsidiary (in the case of all other amounts), or (B) cancel its request to designate such Subsidiary as a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPV. This Section 10.3 may not be amended without the written consent of any Designating Lender affected thereby“Designated Subsidiary” hereunder.

Designation. (i) Notwithstanding anything to the contrary contained hereinThe Company may at any time, any Lender (a "Designating Lender") may grant to one or more special purpose funding vehicles (each, an "SPV"), identified as such in writing and from time to time by time, upon not less than 15 Business Days’ notice (or such shorter period as the Designating Lender Administrative Agent may agree in its sole discretion) in the case of any Subsidiary so designated after the Effective Date, notify the Administrative Agent that the Company intends to designate a Subsidiary as a “Designated Subsidiary” for purposes of this Agreement; provided that, any subsidiary so designated as a Borrower and a Designated Subsidiary pursuant to this Section 8.22(a) must be a directly or indirectly wholly owned Subsidiary of the Company. On or after the date that is 15 Business Days after such notice (or such shorter period as the Administrative Agent may agree in its sole discretion), upon delivery to the Administrative Agent of a Designation Letter duly executed by the Company and such Subsidiary and substantially in the form of Exhibit F hereto, such Subsidiary shall thereupon become a “Designated Subsidiary” and a “Borrower” for purposes of this Agreement and, as such, shall (i) have all of the rights and obligations of a Borrower hereunder and (ii) become a Borrower hereunder as if initially named herein as such. The Administrative Agent shall promptly notify each Lender of the Company’s notice of such pending designation by the Company and the Borrower, identity of the option to provide to respective Subsidiary. Following the Borrower all or any part giving of any Loan that such Designating Lender would otherwise be obligated to make to the Borrower notice pursuant to this Credit Agreement; provided that (I) nothing herein shall constitute a commitment by any SPV to make any LoanSection 8.22(a), (II) if an SPV elects not to exercise the designation of such option or otherwise fails to provide all Designated Subsidiary obligates the Administrative Agent or any part of such LoanLender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Designating Company shall, promptly upon the request of the Administrative Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender shall in order for the Administrative Agent or such Lender to carry out and be obligated to make such Loan pursuant to satisfied it has complied with the terms hereof, (III) the Designating Lender shall remain liable for any indemnity results of all necessary “know your customer” or other payment obligation with respect to its Commitment hereunder similar checks under all applicable laws and (IV) each such SPV would satisfy the requirements of Section 3.10 regulations and a Beneficial Ownership Certification if such SPV was Designated Subsidiary qualifies as a Lender hereunder“legal entity customer” under the Beneficial Ownership Regulation. The making of a Loan by an SPV hereunder shall utilize If, after the Commitment of the Designating Lender to the same extent, and as if, such Loan were made by such Designating Lender. (ii) As to any Loans or portion thereof made by it, each SPV shall have all the rights that a Lender making such Loans or portion thereof would have had under this Credit Agreement; provided, however that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Credit Agreement. No additional Note shall be required to evidence the Loans or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note as agent for such SPV to the extent of the Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV. (iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extentEffective Date, the Designating Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement Company shall survive the termination of this Credit Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding prior indebtedness of designate as a Designated Subsidiary hereunder any SPV, it will Subsidiary not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings organized under the laws of the United States or any State state thereof. (iv) In addition, notwithstanding anything any Lender may, with notice to the contrary contained Administrative Agent and the Company, fulfill its Commitment by causing another of its offices or branches or an Affiliate of such Lender to act as the Lender in this Section 10.3 respect of such Designated Subsidiary. As soon as practicable after receiving notice from the Company or otherwise the Administrative Agent of the Company’s intent to designate a Subsidiary as a Designated Subsidiary, and in this Credit Agreementany event no later than five Business Days after the delivery of such notice, for a Designated Subsidiary that is organized under the laws of a jurisdiction other than the United States or any state or political subdivision thereof, any SPV Lender that may (I) at any time and without paying any processing fee therefornot legally lend to, assign or participate all or a portion of its interest in any Loans to the Designating Lender (or to any other SPV of such Designating Lender) or to any financial institutions providing liquidity and/or establish credit support to or for the account of and/or do any business whatsoever with such SPV Designated Subsidiary directly or through an Affiliate of such Lender as provided in the immediately preceding paragraph (a “Protesting Lender”) shall so notify the Company and the Administrative Agent in writing. With respect to support each Protesting Lender, the funding Company shall, effective on or maintenance before the date that such Designated Subsidiary shall have the right to borrow hereunder, either (i) notify the Administrative Agent and such Protesting Lender that the Commitments of Loans and such Protesting Lender shall be assigned in accordance with Section 8.12 or (IIii) disclose on the Company or the relevant Designated Subsidiary (in the case of all other amounts), or cancel its request to designate such Subsidiary as a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPV. This Section 10.3 may not be amended without the written consent of any Designating Lender affected thereby“Designated Subsidiary” hereunder.

Designation. The Parent may at any time, and from time to time, upon not less than 15 Business Days’ notice in the case of any Subsidiary so designated after the Effective Date, notify the Administrative Agent (iwho shall promptly notify the Lenders) Notwithstanding anything that the Parent intends to designate a Subsidiary as a “Designated Subsidiary” for purposes of this Agreement. On or after the date that is 15 Business Days after such notice, upon delivery to the contrary contained hereinAdministrative Agent and each Lender of a Designation Letter duly executed by the Parent and the respective Subsidiary and substantially in the form of Exhibit E hereto, such Subsidiary shall thereupon become a “Designated Subsidiary” for purposes of this Agreement and, as such, shall have all of the rights and obligations of a Borrower hereunder. The Administrative Agent shall promptly notify each Lender of the Parent’s notice of such pending designation by the Parent and the identity of the respective Subsidiary. Following the giving of any notice pursuant to this Section 16.3(a), if the designation of such Designated Subsidiary obligates the Administrative Agent or any Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Parent shall, promptly upon the request of the Administrative Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry out and be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under all applicable laws and regulations. If the Parent shall designate as a Designated Subsidiary hereunder any Subsidiary not organized under the laws of the United States, any State thereof or the United Kingdom and Wales, any Lender (a "Designating Lender") may grant to one or more special purpose funding vehicles (eachmay, an "SPV"), identified as such in writing from time to time by the Designating Lender with notice to the Administrative Agent and the Parent, fulfill its Commitment by causing an Affiliate of such Lender to act as the Lender in respect of such Designated Subsidiary. As soon as practicable after receiving notice from the Parent or the Administrative Agent of the Parent’s intent to designate a Subsidiary as a Designated Borrower, and in any event no later than ten Business Days after the option to provide to the Borrower all or any part of any Loan that such Designating Lender would otherwise be obligated to make to the Borrower pursuant to this Credit Agreement; provided that (I) nothing herein shall constitute a commitment by any SPV to make any Loan, (II) if an SPV elects not to exercise such option or otherwise fails to provide all or any part delivery of such Loannotice, the Designating Lender shall be obligated to make such Loan pursuant to the terms hereof, (III) the Designating Lender shall remain liable for any indemnity or other payment obligation with respect to its Commitment hereunder and (IV) each such SPV would satisfy the requirements of Section 3.10 if such SPV was a Lender hereunder. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Designating Lender to the same extent, and as if, such Loan were made by such Designating Lender. (ii) As to any Loans or portion thereof made by it, each SPV shall have all the rights that a Lender making such Loans or portion thereof would have had under this Credit Agreement; provided, however that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Credit Agreement. No additional Note shall be required to evidence the Loans or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note as agent for such SPV to the extent of the Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV. (iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Designating Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to the date Designated Subsidiary that is one year and one day after the payment in full of all outstanding prior indebtedness of any SPV, it will not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings organized under the laws of a jurisdiction other than of the United States or any State a political subdivision thereof. (iv) In addition, notwithstanding anything to the contrary contained in this Section 10.3 or otherwise in this Credit Agreement, any SPV Lender that may (I) at any time and without paying any processing fee therefornot legally lend to, assign or participate all or a portion of its interest in any Loans to the Designating Lender (or to any other SPV of such Designating Lender) or to any financial institutions providing liquidity and/or establish credit support to or for the account of and/or do any business whatsoever with such SPV Designated Subsidiary, either directly or through an Affiliate of such Lender selected pursuant to support the funding immediately preceding paragraph (a “Protesting Lender”) shall so notify the Parent and the Administrative Agent in writing. With respect to each Protesting Lender, the Parent shall, effective on or maintenance before the date that such Designated Subsidiary shall have the right to borrow hereunder, either (A) notify the Administrative Agent and such Protesting Lender that the Commitments of Loans such Protesting Lender shall be terminated; provided that such Protesting Lender shall have received payment of an amount equal to the outstanding principal of its Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (IIto the extent of such outstanding principal and accrued interest and fees) disclose on or the Parent or the relevant Designated Subsidiary (in the case of all other amounts), or (B) cancel its request to designate such Subsidiary as a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPV. This Section 10.3 may not be amended without the written consent of any Designating Lender affected thereby“Designated Subsidiary” hereunder.

Designation. (i) Notwithstanding anything to the contrary contained hereinThe Company may at any time, any Lender (a "Designating Lender") may grant to one or more special purpose funding vehicles (each, an "SPV"), identified as such in writing and from time to time by time, upon not less than 15 Business Days’ notice in the Designating Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part case of any Loan Subsidiary so designated after the Restatement Date, notify the Agent that such Designating Lender would otherwise be obligated the Company intends to make to the Borrower pursuant to designate a Subsidiary as a “Designated Subsidiary” for purposes of this Credit Agreement; provided that (I) nothing herein shall constitute a commitment by any SPV to make any Loan, (II) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Designating Lender shall be obligated to make such Loan pursuant to the terms hereof, (III) the Designating Lender shall remain liable for any indemnity or other payment obligation with respect to its Commitment hereunder and (IV) each such SPV would satisfy the requirements of Section 3.10 if such SPV was a Lender hereunder. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Designating Lender to the same extent, and as if, such Loan were made by such Designating Lender. (ii) As to any Loans or portion thereof made by it, each SPV shall have all the rights that a Lender making such Loans or portion thereof would have had under this Credit Agreement; provided, however that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Credit Agreement. No additional Note shall be required to evidence the Loans On or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note as agent for such SPV to the extent of the Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV. (iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Designating Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to after the date that is one year 15 Business Days after such notice, upon delivery to the Agent and one day after each Lender of a Designation Agreement duly executed by the payment Company and the respective Subsidiary and substantially in full the form of Exhibit E hereto, such Subsidiary shall thereupon become a “Designated Subsidiary” for purposes of this Agreement and, as such, shall have all of the rights and obligations of a Borrower hereunder. The Agent shall promptly notify each Lender of the Company’s notice of such pending designation by the Company and the identity of the respective Subsidiary. Following the giving of any notice pursuant to this Section 9.07(a), if the designation of such Designated Subsidiary obligates the Agent or any Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Company shall, promptly upon the request of the Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Agent or any Lender in order for the Agent or such Lender to carry out and be satisfied it has complied with the results of all outstanding prior indebtedness of necessary “know your customer” or other similar checks under all applicable laws and regulations. If the Company shall designate as a Designated Subsidiary hereunder any SPV, it will Subsidiary not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings organized under the laws of the United States or any State thereof. (iv) In addition, notwithstanding anything any Lender may, with notice to the contrary contained Agent and the Company, fulfill its Revolving Credit Commitment by causing an Affiliate of such Lender to act as the Lender in this Section 10.3 or otherwise in this Credit Agreementrespect of such Designated Subsidiary (and such Lender shall, any SPV may (I) at any time and without paying any processing fee therefor, assign or participate all or a portion of its interest in any Loans to the Designating Lender (or extent of Advances made to any other SPV and participations in Letters of such Designating Lender) or to any financial institutions providing liquidity and/or credit support to or Credit issued for the account of such SPV Designated Subsidiary, be deemed for all purposes hereof to support the funding or maintenance of Loans have pro tanto assigned such Advances and (II) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements participations to such SPVAffiliate in compliance with the provisions of Section 9.07). This Section 10.3 As soon as practicable after receiving notice from the Company or the Agent of the Company’s intent to designate a Subsidiary as a Designated Borrower, and in any event no later than five Business Days after the delivery of such notice, for a Designated Subsidiary that is organized under the laws of a jurisdiction other than of the United States or a political subdivision thereof, any Lender that may not legally lend to, establish credit for the account of and/or do any business whatsoever with such Designated Subsidiary directly or through an Affiliate of such Lender as provided in the immediately preceding paragraph (a “Protesting Lender”) shall so notify the Company and the Agent in writing. With respect to each Protesting Lender, the Company shall, effective on or before the date that such Designated Subsidiary shall have the right to borrow hereunder, either (A) notify the Agent and such Protesting Lender that the Revolving Credit Commitments of such Protesting Lender shall be amended without terminated; provided that such Protesting Lender shall have received payment of an amount equal to the written consent outstanding principal of any Designating Lender affected therebyits Advances and/or Letter of Credit reimbursement obligations, accrued interest thereon, accrued fees and all other amounts then payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company or the relevant Designated Subsidiary (in the case of all other amounts), or (B) cancel its request to designate such Subsidiary as a “Designated Subsidiary” hereunder.

Designation. (i) Notwithstanding anything to the contrary contained hereinThe Company may at any time, any Lender (a "Designating Lender") may grant to one or more special purpose funding vehicles (each, an "SPV"), identified as such in writing and from time to time by time, upon not less than 15 Business Days’ notice in the Designating Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part case of any Loan Subsidiary so designated after the Restatement Date, notify the Agent that such Designating Lender would otherwise be obligated the Company intends to make to the Borrower pursuant to designate a Subsidiary as a “Designated Subsidiary” for purposes of this Credit Agreement; provided that (I) nothing herein shall constitute a commitment by any SPV to make any Loan, (II) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Designating Lender shall be obligated to make such Loan pursuant to the terms hereof, (III) the Designating Lender shall remain liable for any indemnity or other payment obligation with respect to its Commitment hereunder and (IV) each such SPV would satisfy the requirements of Section 3.10 if such SPV was a Lender hereunder. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Designating Lender to the same extent, and as if, such Loan were made by such Designating Lender. (ii) As to any Loans or portion thereof made by it, each SPV shall have all the rights that a Lender making such Loans or portion thereof would have had under this Credit Agreement; provided, however that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Credit Agreement. No additional Note shall be required to evidence the Loans On or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note as agent for such SPV to the extent of the Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV. (iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Designating Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to after the date that is one year 15 Business Days after such notice, upon delivery to the Agent and one day after each Lender of a Designation Agreement duly executed by the payment Company and the respective Subsidiary and substantially in full the form of Exhibit E hereto, such Subsidiary shall thereupon become a “Designated Subsidiary” for purposes of this Agreement and, as such, shall have all of the rights and obligations of a Borrower hereunder. The Agent shall promptly notify each Lender of the Company’s notice of such pending designation by the Company and the identity of the respective Subsidiary. Following the giving of any notice pursuant to this Section 9.09(a), if the designation of such Designated Subsidiary obligates the Agent or any Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Company shall, promptly upon the request of the Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Agent or any Lender in order for the Agent or such Lender to carry out and be satisfied it has complied with the results of all outstanding prior indebtedness of necessary “know your customer” or other similar checks under all applicable laws and regulations. If the Company shall designate as a Designated Subsidiary hereunder any SPV, it will Subsidiary not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings organized under the laws of the United States or any State thereof. (iv) In addition, notwithstanding anything any Lender may, with notice to the contrary contained Agent and the Company, fulfill its Revolving Credit Commitment by causing an Affiliate of such Lender to act as the Lender in this Section 10.3 respect of such Designated Subsidiary. As soon as practicable after receiving notice from the Company or otherwise the Agent of the Company’s intent to designate a Subsidiary as a Designated Subsidiary, and in this Credit Agreementany event no later than five Business Days after the delivery of such notice, for a Designated Subsidiary that is organized under the laws of a jurisdiction other than of the United States or a political subdivision thereof, any SPV Lender that may (I) at any time and without paying any processing fee therefornot legally lend to, assign or participate all or a portion of its interest in any Loans to the Designating Lender (or to any other SPV of such Designating Lender) or to any financial institutions providing liquidity and/or establish credit support to or for the account of and/or do any business whatsoever with such SPV Designated Subsidiary, either directly or through an Affiliate of such Lender selected pursuant to support the funding immediately preceding paragraph (a “Protesting Lender”) shall so notify the Company and the Agent in writing. With respect to each Protesting Lender, the Company shall, effective on or maintenance before the date that such Designated Subsidiary shall have the right to borrow hereunder, either (A) notify the Agent and such Protesting Lender that the Revolving Credit Commitments of Loans such Protesting Lender shall be terminated; provided that such Protesting Lender shall have received payment of an amount equal to the outstanding principal of its Advances and/or Letter of Credit reimbursement obligations, accrued interest thereon, accrued fees and all other amounts then payable to it hereunder, from the assignee (IIto the extent of such outstanding principal and accrued interest and fees) disclose on or the Company or the relevant Designated Subsidiary (in the case of all other amounts), or (B) cancel its request to designate such Subsidiary as a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPV. This Section 10.3 may not be amended without the written consent of any Designating Lender affected thereby“Designated Subsidiary” hereunder.

Designation. (i) Notwithstanding anything to the contrary contained hereinThe Company may at any time, any Lender (a "Designating Lender") may grant to one or more special purpose funding vehicles (each, an "SPV"), identified as such in writing and from time to time by time, upon not less than 15 Business Days’ notice in the Designating Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part case of any Loan Subsidiary so designated after the Effective Date, notify the Agent that such Designating Lender would otherwise be obligated the Company intends to make to the Borrower pursuant to designate a Subsidiary as a “Designated Subsidiary” for purposes of this Credit Agreement; provided that (I) nothing herein shall constitute a commitment by any SPV to make any Loan, (II) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Designating Lender shall be obligated to make such Loan pursuant to the terms hereof, (III) the Designating Lender shall remain liable for any indemnity or other payment obligation with respect to its Commitment hereunder and (IV) each such SPV would satisfy the requirements of Section 3.10 if such SPV was a Lender hereunder. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Designating Lender to the same extent, and as if, such Loan were made by such Designating Lender. (ii) As to any Loans or portion thereof made by it, each SPV shall have all the rights that a Lender making such Loans or portion thereof would have had under this Credit Agreement; provided, however that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Credit Agreement. No additional Note shall be required to evidence the Loans On or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note as agent for such SPV to the extent of the Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV. (iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Designating Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to after the date that is one year 15 Business Days after such notice, upon delivery to the Agent and one day each Lender of a Designation Agreement duly executed by the Company and the respective Subsidiary and substantially in the form of Exhibit F hereto, such Subsidiary shall thereupon become a “Designated Subsidiary” for all purposes of this Agreement, and, upon fulfillment of the applicable conditions set forth in Section 3.02 and after such Designation Agreement is accepted by the payment Agent, such Subsidiary shall thereupon become a Designated Subsidiary for all purposes of this Agreement and, as such, shall have all of the rights and obligations of a Borrower hereunder. The Agent shall promptly notify each Lender of the Company’s notice of such pending designation by the Company and the identity of the respective Subsidiary. Following the giving of any notice pursuant to this Section 9.09(a), if the designation of such Designated Subsidiary obligates the Agent or any Lender to comply with “know your customer” or similar identification procedures in full circumstances where the necessary information is not already available to it, the Company shall, promptly upon the request of the Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Agent or any Lender in order for the Agent or such Lender to carry out and be satisfied it has complied with the results of all outstanding prior indebtedness of necessary “know your customer” or other similar checks under all applicable laws and regulations. If the Company shall designate as a Designated Subsidiary hereunder any SPV, it will Subsidiary not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings organized under the laws of the United States or any State thereof, any Lender may, with notice to the Agent and the Company, fulfill its Commitment by causing a branch or an Affiliate of such Lender to act as the Lender in respect of such Designated Subsidiary. (iv) In additionExhibit 10.01 As soon as practicable after receiving notice from the Company or the Agent of the Company’s intent to designate a Subsidiary as a Designated Borrower, notwithstanding anything to and in any event no later than ten Business Days after the contrary contained in this Section 10.3 delivery of such notice, for a Designated Subsidiary that is organized under the laws of a jurisdiction other than of the United States or otherwise in this Credit Agreementa political subdivision thereof, any SPV Lender that may (I) at any time and without paying any processing fee therefornot legally lend to, assign or participate all or a portion of its interest in any Loans to the Designating Lender (or to any other SPV of such Designating Lender) or to any financial institutions providing liquidity and/or establish credit support to or for the account of and/or do any business whatsoever with such SPV Designated Subsidiary directly or through an Affiliate of such Lender as provided in the immediately preceding paragraph or for which such Designated Subsidiary is against such Lender’s internal policies (a “Protesting Lender”) shall so notify the Company and the Agent in writing. With respect to support each Protesting Lender, the funding Company shall, effective on or maintenance before the date that such Designated Subsidiary shall have the right to borrow hereunder, either (A) notify the Agent and such Protesting Lender that the Commitments of Loans such Protesting Lender shall be terminated; provided that such Protesting Lender shall have received payment of an amount equal to the outstanding principal of its Advances and/or Letter of Credit reimbursement obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (IIto the extent of such outstanding principal and accrued interest and fees) disclose on or the Company or the relevant Designated Subsidiary (in the case of all other amounts), or (B) cancel its request to designate such Subsidiary as a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPV. This Section 10.3 may not be amended without the written consent of any Designating Lender affected thereby“Designated Subsidiary” hereunder.

Designation. Delegation Notwithstanding any other provision herein to the contrary, Seller may request in writing to Buyer at least 5 Business Days prior to any proposed delegation or designation to consent to Seller designating, at Seller’s own expense, any of its Affiliates to (a) perform Seller’s obligations in respect of this Confirmation or (b) receive any payment or delivery under this Confirmation, provided that (i) Notwithstanding anything Seller may delegate its payment obligations under the Agreement to the contrary contained herein, Issuer such that any Lender (a "Designating Lender") may grant such payment by Seller to one or more special purpose funding vehicles (each, an "SPV"), identified as such in writing from time to time Buyer shall be made by the Designating Lender to the Administrative Agent and the BorrowerIssuer on Seller’s behalf, the option to provide to the Borrower all without any prior request to, or any part of any Loan that prior consent from, Buyer and (ii) no such Designating Lender would otherwise be obligated to make to the Borrower pursuant to this Credit Agreement; provided that delegation (I) nothing herein shall constitute a commitment by any SPV to make any Loanincluding, (II) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Loanwithout limitation, the Designating Lender shall be obligated to make such Loan pursuant to the terms hereofforegoing sub-clause (i)) shall affect Seller's primary liability as principal for the payment or performance of the relevant obligation. Buyer may not unreasonably withhold, delay or condition its consent to Seller’s request, provided that if (i) such designation or delegation, as the case may be, is or will not be in accordance with applicable laws, rules or regulations, (IIIii) Buyer is or will be required to contract, subcontract or otherwise engage with any such designee or delegee or pay any fees, costs or expenses in relation to any such designee or delegee, or (iii) the Designating Lender proposed designee or delegee fails to meet the “know-your-customer” or anti-money laundering requirements of Buyer that are required by Buyer’s then-applicable internal policies in order for Buyer to onboard such proposed designee or delegee, then any withholding, delay or conditioning of Buyer’s consent shall not be deemed to be unreasonable. Seller shall remain liable to Buyer under the Transaction for the performance of any indemnity obligation of Seller designated to be performed by a designee or other payment obligation with respect to its Commitment hereunder and (IV) each such SPV would satisfy the requirements of Section 3.10 delegated by Seller, provided that if such SPV was a Lender hereunder. The making designee or delegee of a Loan by an SPV hereunder shall utilize Seller has performed in full the Commitment obligations of the Designating Lender to the same extent, and as if, such Loan were made by such Designating Lender. (ii) As to any Loans or portion thereof made by it, each SPV shall have all the rights that a Lender making such Loans or portion thereof would have had Seller under this Credit Agreement; providedConfirmation, however that each SPV shall have granted Seller’s obligations to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices Buyer under this Credit Agreement (and any related documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Credit Agreement. No additional Note Confirmation shall be required to evidence the Loans or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note as agent for such SPV discharged to the extent of the Loans or portion thereof funded by such SPVperformance. In addition, any payments for the account Act of any SPV Insolvency: Paragraph 2(a) shall be paid to deleted in its Designating Lender as agent for such SPV. (iii) Each party hereto hereby agrees that no SPV entirety and be replaced by: “Act of Insolvency” shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Designating Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding prior indebtedness of any SPV, it will not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States or any State thereof. (iv) In addition, notwithstanding anything to the contrary contained in this Section 10.3 or otherwise in this Credit Agreement, any SPV may (I) at any time and without paying any processing fee therefor, assign or participate all or a portion of its interest in any Loans to the Designating Lender (or occur with respect to any Person when such Person shall (1) be dissolved (other SPV of such Designating Lenderthan pursuant to a consolidation, amalgamation or merger); (2) make a general assignment, arrangement or to any financial institutions providing liquidity and/or credit support to composition with or for the account benefit of its creditors; (3) institute or have instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors' rights, or a petition shall be presented for its winding-up or liquidation, and, in the case of any such SPV proceeding or petition instituted or presented against it, such proceeding or petition (A) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation or (B) is not dismissed, discharged, stayed or restrained in each case within 60 days of the institution or presentation thereof; (4) have a resolution passed for its winding-up, official management or liquidation (other than pursuant to support a consolidation, amalgamation or merger); (5) seek or become subject to the funding appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or maintenance other similar official for it or for all or substantially all its assets, in each case in connection with its bankruptcy insolvency, winding-up or liquidation; (6) have a secured party take possession of Loans all or substantially all its assets or have a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party shall maintain possession, or any such process shall not be dismissed, discharged, stayed or restrained, in each case within 60 days thereafter; (II7) disclose on a confidential basis any non-public information relating to its Loans cause or become subject to any rating agencyevent which, commercial paper dealer or provider under the applicable laws of any suretyjurisdiction, guarantee has an analogous effect to any of the events specified in clauses (1) to (6) (inclusive); or credit (8) take any action in furtherance of, or liquidity enhancements indicating its consent to, approval of, or acquiescence in, any of the foregoing acts. Disapplication and Modification of Provisions of the Annex I: The following provisions of Annex I to such SPV. This Section 10.3 may the Agreement shall not be amended without apply to the written consent Transaction evidenced by this Confirmation: Parts 1(a), 1(b), 1(d)(i), 1(d)(iii), 1(d)(iv), 1(n), 2(b), and 2(c) of any Designating Lender affected thereby.Annex I.

Designation. (i) Notwithstanding anything to the contrary contained hereinThe Company may at any time, any Lender (a "Designating Lender") may grant to one or more special purpose funding vehicles (each, an "SPV"), identified as such in writing and from time to time by time, upon not less than five Business Days notice (or ten Business Days notice in the Designating Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part case of any Loan that such Designating Lender would otherwise be obligated to make to the Borrower pursuant to this Credit Agreement; provided that (I) nothing herein shall constitute a commitment by any SPV to make any Loan, (II) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Designating Lender shall be obligated to make such Loan pursuant to the terms hereof, (III) the Designating Lender shall remain liable for any indemnity or other payment obligation with respect to its Commitment hereunder and (IV) each such SPV would satisfy the requirements of Section 3.10 if such SPV was a Lender hereunder. The making Subsidiary organized under laws of a Loan by an SPV hereunder shall utilize the Commitment jurisdiction outside of the Designating Lender United States), notify the Agent that the Company intends to the same extent, and designate a Subsidiary as if, such Loan were made by such Designating Lender. (ii) As to any Loans or portion thereof made by it, each SPV shall have all the rights that a Lender making such Loans or portion thereof would have had under "Designated Subsidiary" for purposes of this Credit Agreement; provided, however that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Credit Agreement. No additional Note shall be required to evidence the Loans On or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note as agent for such SPV to the extent of the Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV. (iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Designating Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to after the date that is one year five Business Days after such notice (or ten Business Days notice in the case of any Subsidiary organized under laws of a jurisdiction outside of the United States), upon delivery to the Agent and one day each Lender of a Designation Letter duly executed by the Company and the respective Subsidiary and substantially in the form of Exhibit E hereto, such Subsidiary shall thereupon become a "Designated Subsidiary" for all purposes of this Agreement, and, upon fulfillment of the applicable conditions set forth in Section 3.02 and after such Designation Letter is accepted by the payment Agent, such Subsidiary shall thereupon become a Designated Subsidiary for all purposes of this Agreement and, as such, shall have all of the rights and obligations of a Borrower hereunder. The Agent shall promptly notify each Lender of the Company's notice of such pending designation by the Company and the identity of the respective Subsidiary. Following the giving of any notice pursuant to this Section 9.08(a), if the designation of such Designated Subsidiary obligates the Agent or any Lender to comply with "know your customer" or similar identification procedures in full circumstances where the necessary information is not already available to it, the Company shall, promptly upon the request of the Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Agent or any Lender in order for the Agent or such Lender to carry out and be satisfied it has complied with the results of all outstanding prior indebtedness of necessary "know your customer" or other similar checks under all applicable laws and regulations. If the Company shall designate as a Designated Subsidiary hereunder any SPV, it will Subsidiary not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings organized under the laws of the United States or any State thereof. (iv) In addition, notwithstanding anything any Lender may, with notice to the contrary contained Agent and the Company, fulfill its Commitment by causing an Affiliate or branch of such Lender to act as the Lender in this Section 10.3 respect of such Designated Subsidiary. As soon as practicable after receiving notice from the Company or otherwise the Agent of the Company's intent to designate a Subsidiary as a Designated Borrower, and in this Credit Agreementany event no later than five Business Days after the delivery of such notice, for a Designated Subsidiary that is organized under the laws of a jurisdiction other than of the United States or a political subdivision thereof, any SPV Lender that may (I) at any time and without paying any processing fee therefornot legally lend to, assign or participate all or a portion of its interest in any Loans to the Designating Lender (or to any other SPV of such Designating Lender) or to any financial institutions providing liquidity and/or establish credit support to or for the account of and/or do any business whatsoever with such SPV Designated Subsidiary directly or through an Affiliate of such Lender as provided in the immediately preceding paragraph (a "Protesting Lender") shall so notify the Company and the Agent in writing. With respect to support each Protesting Lender, the funding Company shall, effective on or maintenance before the date that such Designated Subsidiary shall have the right to borrow hereunder, either (A) notify the Agent and such Protesting Lender that the Commitments of Loans such Protesting Lender shall be terminated; provided that such Protesting Lender shall have received payment of an amount equal to the outstanding principal of its Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from (IIif such Protesting Lender's Commitments are assigned) disclose on the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company or the relevant Designated Subsidiary (in the case an assignment, of all other amounts or, if such Commitments are terminated, of such outstanding principal and accrued interest, fees and other amounts), or (B) cancel its request to designate such Subsidiary as a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPV. This Section 10.3 may not be amended without the written consent of any Designating Lender affected thereby"Designated Subsidiary" hereunder.

Designation. (i) Notwithstanding anything to the contrary contained herein, PPG may at any Lender (a "Designating Lender") may grant to one or more special purpose funding vehicles (each, an "SPV"), identified as such in writing time and from time to time time, and, if after the Effective Date, upon not less than 15 Business Days’ prior notice, by the Designating Lender delivery to the Administrative Agent and each Lender of a Designation Letter, duly executed by PPG and a Wholly-owned Restricted Subsidiary and in substantially the Borrowerform of Exhibit D hereto, designate such Subsidiary as a “Designated Subsidiary” for all purposes of this Agreement, and, upon fulfillment of the option to provide to applicable conditions set forth in Article III and after such Designation Letter is accepted by the Administrative Agent, such Subsidiary shall thereupon become a Designated Subsidiary for all purposes of this Agreement and, as such, shall have all of the rights and obligations of a Borrower all or any part hereunder. The Administrative Agent shall promptly notify each Lender of each such designation by PPG and the identity of each such Designated Subsidiary. Following the giving of any Loan that such Designating Lender would otherwise be obligated to make to the Borrower notice pursuant to this Credit Agreement; provided that (I) nothing herein shall constitute a commitment by any SPV to make any LoanSection 9.14(a), (II) if an SPV elects not to exercise the designation of such option or otherwise fails to provide all Designated Subsidiary obligates the Administrative Agent or any part Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, PPG shall, promptly upon the request of the Administrative Agent or any Lender, supply such Loan, documentation and other evidence as is reasonably requested by the Designating Administrative Agent or any Lender shall in order for the Administrative Agent or such Lender to carry out and be obligated to make such Loan pursuant to satisfied it has complied with the terms hereof, (III) the Designating Lender shall remain liable for any indemnity results of all necessary “know your customer” or other payment obligation with respect to its Commitment similar checks under all applicable laws and regulations. If PPG shall designate as a Designated Subsidiary hereunder and (IV) each such SPV would satisfy the requirements of Section 3.10 if such SPV was a Lender hereunder. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Designating Lender to the same extent, and as if, such Loan were made by such Designating Lender. (ii) As to any Loans or portion thereof made by it, each SPV shall have all the rights that a Lender making such Loans or portion thereof would have had under this Credit Agreement; provided, however that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Credit Agreement. No additional Note shall be required to evidence the Loans or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note as agent for such SPV to the extent of the Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV. (iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Designating Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding prior indebtedness of any SPV, it will Subsidiary not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings organized under the laws of the United States or any State thereof. (iv) In addition, notwithstanding anything any Lender may, at its option, with notice to the contrary contained Administrative Agent and PPG, make any Advance available to such Designated Subsidiary by causing any foreign or domestic branch or Affiliate of such Lender to make such Advance; provided that any exercise of such option shall not affect the obligation of such Designated Subsidiary to repay such Advance in accordance with the terms of this Agreement. As soon as practicable after receiving notice from PPG or the Administrative Agent of PPG’s intent to designate a Subsidiary as a Designated Subsidiary and in any event at least 10 Business Days prior to the delivery of an executed Designation Letter to the Administrative Agent pursuant to this Section 10.3 9.14(a), for a Designated Subsidiary (other than a Pre-Approved Designated Subsidiary) that is organized under the laws of a jurisdiction other than of the United States or otherwise in this Credit Agreementa political subdivision thereof, any SPV Lender that may (I) at any time and without paying any processing fee therefornot legally lend to, assign or participate all or a portion of its interest in any Loans to the Designating Lender (or to any other SPV of such Designating Lender) or to any financial institutions providing liquidity and/or establish credit support to or for the account of and/or do any business whatsoever with such SPV Designated Subsidiary directly or through an Affiliate of such Lender as provided in the immediately preceding paragraph (a “Protesting Lender”) shall so notify PPG and the Administrative Agent in writing. With respect to support each Protesting Lender, PPG shall, effective on or before the funding date that such Designated Subsidiary shall have the right to borrow hereunder, either (i) notify the Administrative Agent and such Protesting Lender that the Commitments of such Protesting Lender shall be terminated; provided that such Protesting Lender shall have received payment of an amount equal to the outstanding principal of its Advances and/or Letter of Credit reimbursement obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or maintenance PPG or the relevant Designated Subsidiary (in the case of Loans and all other amounts), or (IIii) disclose on cancel its request to designate such Subsidiary as a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPV. This Section 10.3 may not be amended without the written consent of any Designating Lender affected thereby“Designated Subsidiary” hereunder.

Designation. (i) Notwithstanding anything to the contrary contained hereinThe Company may at any time, any Lender (a "Designating Lender") may grant to one or more special purpose funding vehicles (each, an "SPV"), identified as such in writing and from time to time by time, upon not less than 15 Business Days’ notice in the Designating Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part case of any Loan Subsidiary so designated after the Effective Date, notify the Agent that such Designating Lender would otherwise be obligated the Company intends to make to the Borrower pursuant to designate a Subsidiary as a “Designated Subsidiary” for purposes of this Credit Agreement; provided that (I) nothing herein shall constitute a commitment by any SPV to make any Loan, (II) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Designating Lender shall be obligated to make such Loan pursuant to the terms hereof, (III) the Designating Lender shall remain liable for any indemnity or other payment obligation with respect to its Commitment hereunder and (IV) each such SPV would satisfy the requirements of Section 3.10 if such SPV was a Lender hereunder. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Designating Lender to the same extent, and as if, such Loan were made by such Designating Lender. (ii) As to any Loans or portion thereof made by it, each SPV shall have all the rights that a Lender making such Loans or portion thereof would have had under this Credit Agreement; provided, however that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Credit Agreement. No additional Note shall be required to evidence the Loans On or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note as agent for such SPV to the extent of the Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV. (iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Designating Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to after the date that is one year 15 Business Days after such notice, upon delivery to the Agent and one day after each Lender of a Designation Letter duly executed by the payment Company and the respective Subsidiary and substantially in full the form of Exhibit D hereto, such Subsidiary shall thereupon become a “Designated Subsidiary” for purposes of this Agreement and, as such, shall have all of the rights and obligations of a Borrower hereunder. The Agent shall promptly notify each Lender of the Company’s notice of such pending designation by the Company and the identity of the respective Subsidiary. Following the giving of any notice pursuant to this Section 9.07(a), if the designation of such Designated Subsidiary obligates the Agent or any Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Company shall, promptly upon the request of the Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Agent or any Lender in order for the Agent or such Lender to carry out and be satisfied it has complied with the results of all outstanding prior indebtedness of necessary “know your customer” or other similar checks under all applicable laws and regulations. If the Company shall designate as a Designated Subsidiary hereunder any SPV, it will Subsidiary not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings organized under the laws of the United States or any State thereof. (iv) In addition, notwithstanding anything any Lender may, with notice to the contrary contained Agent and the Company, fulfill its Commitment by causing an Affiliate of such Lender to act as the Lender in this Section 10.3 respect of such Designated Subsidiary. As soon as practicable after receiving notice from the Company or otherwise the Agent of the Company’s intent to designate a Subsidiary as a Designated Borrower, and in this Credit Agreementany event no later than five Business Days after the delivery of such notice, for a Designated Subsidiary that is organized under the laws of a jurisdiction other than of the United States or a political subdivision thereof, any SPV Lender that may (I) at any time and without paying any processing fee therefornot legally lend to, assign or participate all or a portion of its interest in any Loans to the Designating Lender (or to any other SPV of such Designating Lender) or to any financial institutions providing liquidity and/or establish credit support to or for the account of and/or do any business whatsoever with such SPV Designated Subsidiary, either directly or through an Affiliate of such Lender selected pursuant to support the funding immediately preceding paragraph (a “Protesting Lender”) shall so notify the Company and the Agent in writing. With respect to each Protesting Lender, the Company shall, effective on or maintenance before the date that such Designated Subsidiary shall have the right to borrow hereunder, either (A) notify the Agent and such Protesting Lender that the Commitments of Loans such Protesting Lender shall be terminated; provided that such Protesting Lender shall have received payment of an amount equal to the outstanding principal of its Advances and/or Letter of Credit reimbursement obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (IIto the extent of such outstanding principal and accrued interest and fees) disclose on or the Company or the relevant Designated Subsidiary (in the case of all other amounts), or (B) cancel its request to designate such Subsidiary as a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPV. This Section 10.3 may not be amended without the written consent of any Designating Lender affected thereby“Designated Subsidiary” hereunder.

Designation. (i) Notwithstanding anything to the contrary contained hereinThe Company may at any time, any Lender (a "Designating Lender") may grant to one or more special purpose funding vehicles (each, an "SPV"), identified as such in writing and from time to time by time, upon not less than 15 Business Days’ notice in the Designating Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part case of any Loan direct or indirect Wholly-Owned Subsidiary so designated after the Effective Date, notify the Agent that such Designating Lender would otherwise be obligated the Company intends to make to the Borrower pursuant to designate a Subsidiary as a “Designated Subsidiary” for purposes of this Credit Agreement; provided that (I) nothing herein shall constitute a commitment by any SPV to make any Loan, (II) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Designating Lender shall be obligated to make such Loan pursuant to the terms hereof, (III) the Designating Lender shall remain liable for any indemnity or other payment obligation with respect to its Commitment hereunder and (IV) each such SPV would satisfy the requirements of Section 3.10 if such SPV was a Lender hereunder. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Designating Lender to the same extent, and as if, such Loan were made by such Designating Lender. (ii) As to any Loans or portion thereof made by it, each SPV shall have all the rights that a Lender making such Loans or portion thereof would have had under this Credit Agreement; provided, however that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Credit Agreement. No additional Note shall be required to evidence the Loans On or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note as agent for such SPV to the extent of the Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV. (iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Designating Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to after the date that is one year 15 Business Days after such notice, upon delivery to the Agent and one day after each Lender of a Designation Letter duly executed by the payment Company and the respective Subsidiary and substantially in full the form of Exhibit F hereto, such Subsidiary shall thereupon become a “Designated Subsidiary” for purposes of this Agreement and, as such, shall have all of the rights and obligations of a Borrower hereunder. The Agent shall promptly notify each Lender of the Company’s notice of such pending designation by the Company and the identity of the respective Subsidiary. Following the giving of any notice pursuant to this Section 9.07(a), if the designation of such Designated Subsidiary obligates the Agent or any Lender to comply with “know your customer”, the Patriot Act or similar identification procedures in circumstances where the necessary information is not already available to it, the Company shall, promptly upon the request of the Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Agent or any Lender in order for the Agent or such Lender to carry out and be satisfied it has complied with the results of all outstanding prior indebtedness of necessary “know your customer” or other similar checks under all applicable laws and regulations. If the Company shall designate as a Designated Subsidiary hereunder any SPV, it will Subsidiary not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings organized under the laws of the United States or any State thereof. (iv) In addition, notwithstanding anything any Lender, subject to Section 2.14(f), may, with notice to the contrary contained Agent and the Company, fulfill its Commitment by causing an Affiliate of such Lender to act as the Lender in this Section 10.3 respect of such Designated Subsidiary. As soon as practicable after receiving notice from the Company or otherwise the Agent of the Company’s intent to designate a direct or indirect Wholly-Owned Subsidiary as a Designated Subsidiary, and in this Credit Agreementany event no later than five Business Days after the delivery of such notice, for a Designated Subsidiary that is organized under the laws of a jurisdiction other than of the United States or a political subdivision thereof, any SPV Lender that may (I) at any time and without paying any processing fee therefornot legally lend to, assign or participate all or a portion of its interest in any Loans to the Designating Lender (or to any other SPV of such Designating Lender) or to any financial institutions providing liquidity and/or establish credit support to or for the account of and/or do any business whatsoever with such SPV Designated Subsidiary directly or through an Affiliate of such Lender as provided in the immediately preceding paragraph (a “Protesting Lender”) shall so notify the Company and the Agent in writing. With respect to support each Protesting Lender, the funding Company shall, effective on or maintenance before the date that such Designated Subsidiary shall have the right to borrow hereunder, either (A) notify the Agent and such Protesting Lender that the Commitments of Loans such Protesting Lender shall be terminated or cause such Protesting Lender to assign all of its Commitments to an Eligible Assignee identified by the Company in accordance with Section 2.21(b); provided that such Protesting Lender shall have received payment of an amount equal to the outstanding principal of its Advances and/or Letter of Credit reimbursement obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (IIto the extent of such outstanding principal and accrued interest and fees) disclose on or the Company or the relevant Designated Subsidiary (in the case of all other amounts), or (B) cancel its request to designate such Subsidiary as a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPV. This Section 10.3 may not be amended without the written consent of any Designating Lender affected thereby“Designated Subsidiary” hereunder.

Designation. Each Lender hereby irrevocably designates and appoints the Agent as the agent of such Lender under this Agreement and the other Program Documents, and each such Lender irrevocably authorizes the Agent, to take such action on its behalf under the provisions of this Agreement and the other Program Documents to which it is a party or by which it is bound and to exercise such powers and perform such duties as are expressly delegated to the Agent by the terms of this Agreement and the other Program Documents, together with such other powers as are reasonably incidental thereto, including, without limitation, (a) receiving all applicable notices referred to in this Agreement or in the other Program Documents on behalf of such Lender, (b) giving all applicable notices referred to in this Agreement or the other Program Documents to or on behalf of such Lender, (c) maintaining the Register pursuant to Section 10.09(d) and (d) receiving payments and deposits from Borrower or the Transferor, as the case may be, and giving release and acquittance therefor in accordance with the terms of this Agreement. It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by the Agent, not individually or personally, but solely as Agent in the exercise of the powers and authority conferred and vested in it under this Agreement, (b) the representations, undertakings and agreements herein made on the part of the Lenders are made and intended not as personal representations, undertakings and agreements by the Agent but are made and intended for the purpose of binding only the Lenders, (c) nothing herein contained shall be construed as creating any liability on the Agent, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties who are signatories to this Agreement and any other Program Document in which the Agent is bound to exercise any powers or perform any obligations of the Lenders and by any person claiming by, through or under such parties and (d) under no circumstances shall the Agent be personally liable for the payment of any indebtedness or expenses of the Lenders or be liable for the actions or omissions of the Lenders or the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Lenders under this Agreement or any other Program Document. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Agent shall have no duties or responsibilities, except those expressly set forth herein or in the other Program Documents, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Program Document or otherwise exist against the Agent. The provisions of this Article 9 are solely for the benefit of the Agent and its officers, directors, employees, agents, attorneys-in-fact and affiliates, and no other Person shall have any rights as a third party beneficiary of any of the provisions hereof. The Agent shall perform its obligations hereunder with reasonable care, using a degree of skill and attention no less than that which the Agent (i) Notwithstanding anything to the contrary contained herein, any Lender (a "Designating Lender") may grant to one or more special purpose funding vehicles (each, an "SPV"), identified as such in writing from time to time by the Designating Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part of any Loan that such Designating Lender would otherwise be obligated to make to the Borrower pursuant to this Credit Agreement; provided that (I) nothing herein shall constitute a commitment by any SPV to make any Loan, (II) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Designating Lender shall be obligated to make such Loan pursuant to the terms hereof, (III) the Designating Lender shall remain liable for any indemnity or other payment obligation exercises with respect to its Commitment hereunder comparable duties that it performs when holding comparable assets for itself and (IVii) each such SPV would satisfy exercises with respect to comparable administrative duties that it performs for comparable assets for others, and in a manner consistent with the requirements standard of Section 3.10 if such SPV was a Lender care exercised by similar administrators relating to the duties to be performed hereunder. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Designating Lender to the same extent, and as if, such Loan were made by such Designating Lender. (ii) As to any Loans or portion thereof made by it, each SPV Agent shall have all the rights that a Lender making such Loans no obligations, duties or portion thereof would have had under this Credit Agreement; provided, however that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Credit Agreement. No additional Note shall be required to evidence the Loans or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note as agent responsibilities except for such SPV to the extent of the Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV. (iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Designating Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding prior indebtedness of any SPV, it will not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States or any State thereof. (iv) In addition, notwithstanding anything to the contrary contained those set forth in this Section 10.3 or otherwise in this Credit Agreement, any SPV may (I) at any time and without paying any processing fee therefor, assign or participate all or a portion of its interest in any Loans to the Designating Lender (or to any other SPV of such Designating Lender) or to any financial institutions providing liquidity and/or credit support to or for the account of such SPV to support the funding or maintenance of Loans and (II) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPV. This Section 10.3 may not be amended without the written consent of any Designating Lender affected thereby.

Designation. (i) Notwithstanding anything to the contrary contained hereinThe Company may at any time, any Lender (a "Designating Lender") may grant to one or more special purpose funding vehicles (each, an "SPV"), identified as such in writing and from time to time by time, upon not less than 15 Business Days’ notice in the Designating Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part case of any Loan Subsidiary so designated after the Restatement Date, notify the Agent that such Designating Lender would otherwise be obligated the Company intends to make to the Borrower pursuant to designate a Subsidiary as a “Designated Subsidiary” for purposes of this Credit Agreement; provided that (I) nothing herein shall constitute a commitment by any SPV to make any Loan, (II) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Designating Lender shall be obligated to make such Loan pursuant to the terms hereof, (III) the Designating Lender shall remain liable for any indemnity or other payment obligation with respect to its Commitment hereunder and (IV) each such SPV would satisfy the requirements of Section 3.10 if such SPV was a Lender hereunder. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Designating Lender to the same extent, and as if, such Loan were made by such Designating Lender. (ii) As to any Loans or portion thereof made by it, each SPV shall have all the rights that a Lender making such Loans or portion thereof would have had under this Credit Agreement; provided, however that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Credit Agreement. No additional Note shall be required to evidence the Loans On or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note as agent for such SPV to the extent of the Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV. (iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Designating Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to after the date that is one year 15 Business Days after such notice, upon delivery to the Agent and one day after each Lender of a Designation Agreement duly executed by the payment Company and the respective Subsidiary and substantially in full the form of Exhibit E hereto, such Subsidiary shall thereupon become a “Designated Subsidiary” for purposes of this Agreement and, as such, shall have all of the rights and obligations of a Borrower hereunder. The Agent shall promptly notify each Lender of the Company’s notice of such pending designation by the Company and the identity of the respective Subsidiary. Following the giving of any notice pursuant to this Section 9.09(a), if the designation of such Designated Subsidiary obligates the Agent or any Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Company shall, promptly upon the request of the Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Agent or any Lender in order for the Agent or such Lender to carry out and be satisfied it has complied with the results of all outstanding prior indebtedness of necessary “know your customer” or other similar checks under all applicable laws and regulations. If the Company shall designate as a Designated Subsidiary hereunder any SPV, it will Subsidiary not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings organized under the laws of the United States or any State thereof. (iv) In addition, notwithstanding anything any Lender may, with notice to the contrary contained Agent and the Company, fulfill its Revolving Credit Commitment by causing an Affiliate of such Lender to act as the Lender in this Section 10.3 or otherwise in this Credit Agreementrespect of such Designated Subsidiary (and such Lender shall, any SPV may (I) at any time and without paying any processing fee therefor, assign or participate all or a portion of its interest in any Loans to the Designating Lender (or extent of Advances made to any other SPV and participations in Letters of such Designating Lender) or to any financial institutions providing liquidity and/or credit support to or Credit issued for the account of such SPV Designated Subsidiary, be deemed for all purposes hereof to support the funding or maintenance of Loans have pro tanto assigned such Advances and (II) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements participations to such SPVAffiliate in compliance with the provisions of Section 9.07). This Section 10.3 As soon as practicable after receiving notice from the Company or the Agent of the Company’s intent to designate a Subsidiary as a Designated Borrower, and in any event no later than five Business Days after the delivery of such notice, for a Designated Subsidiary that is organized under the laws of a jurisdiction other than of the United States or a political subdivision thereof, any Lender that may not legally lend to, establish credit for the account of and/or do any business whatsoever with such Designated Subsidiary directly or through an Affiliate of such Lender as provided in the immediately preceding paragraph (a “Protesting Lender”) shall so notify the Company and the Agent in writing. With respect to each Protesting Lender, the Company shall, effective on or before the date that such Designated Subsidiary shall have the right to borrow hereunder, either (A) notify the Agent and such Protesting Lender that the Revolving Credit Commitments of such Protesting Lender shall be amended without terminated; provided that such Protesting Lender shall have received payment of an amount equal to the written consent outstanding principal of any Designating Lender affected therebyits Advances and/or Letter of Credit reimbursement obligations, accrued interest thereon, accrued fees and all other amounts then payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company or the relevant Designated Subsidiary (in the case of all other amounts), or (B) cancel its request to designate such Subsidiary as a “Designated Subsidiary” hereunder.

Designation. (i) Notwithstanding anything to the contrary contained hereinThe Company may at any time, any Lender (a "Designating Lender") may grant to one or more special purpose funding vehicles (each, an "SPV"), identified as such in writing and from time to time by time, upon not less than 15 Business Days’ notice, notify the Designating Lender Administrative Agent that the Company intends to designate a Subsidiary as a “Designated Subsidiary” for purposes of this Agreement. On or after the date that is 15 Business Days after such notice, upon delivery to the Administrative Agent and each Lender of a Designation Agreement duly executed by the BorrowerCompany and the respective Subsidiary and substantially in the form of Exhibit C hereto, such Subsidiary shall thereupon become a “Designated Subsidiary” for purposes of this Agreement and, as such, shall have all of the option to provide to rights and obligations of a Borrower hereunder. The Administrative Agent shall promptly notify each Lender of the Borrower all or any part Company’s notice of such pending designation by the Company and the identity of the respective Subsidiary. Following the giving of any Loan that such Designating Lender would otherwise be obligated to make to the Borrower notice pursuant to this Credit Agreement; provided that (I) nothing herein shall constitute a commitment by any SPV to make any LoanSection 2.23(a), (II) if an SPV elects not to exercise the designation of such option or otherwise fails to provide all Designated Subsidiary obligates the Administrative Agent or any part of such LoanLender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Designating Company shall, promptly upon the reasonable request of the Administrative Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender shall in order for the Administrative Agent or such Lender to carry out and be obligated to make such Loan pursuant to satisfied it has complied with the terms hereof, (III) the Designating Lender shall remain liable for any indemnity results of all necessary “know your customer” or other payment obligation with respect to its Commitment similar checks under all applicable laws and regulations.  If the Company shall designate as a Designated Subsidiary hereunder and (IV) each such SPV would satisfy the requirements of Section 3.10 if such SPV was a Lender hereunder. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Designating Lender to the same extent, and as if, such Loan were made by such Designating Lender. (ii) As to any Loans or portion thereof made by it, each SPV shall have all the rights that a Lender making such Loans or portion thereof would have had under this Credit Agreement; provided, however that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Credit Agreement. No additional Note shall be required to evidence the Loans or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note as agent for such SPV to the extent of the Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV. (iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Designating Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding prior indebtedness of any SPV, it will Subsidiary not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings organized under the laws of the United States or any State thereof. (iv) In addition, notwithstanding anything any Lender may, with notice to the contrary contained Administrative Agent and the Company, fulfill its Commitment by causing an Affiliate or branch of such Lender to act as the Lender in this Section 10.3 respect of such Designated Subsidiary. As soon as practicable after receiving notice from the Company or otherwise the Administrative Agent of the Company’s intent to designate a Subsidiary as a Designated Subsidiary, and in this Credit Agreementany event no later than five Business Days after the delivery of such notice, any SPV may (I) at any time and without paying any processing fee therefor, assign or participate all for a Designated Subsidiary that is organized under the laws of a jurisdiction other than of the United States or a portion of its interest in political subdivision thereof, 40   any Loans to the Designating Lender that either (or to any other SPV of such Designating Lenderi) or to any financial institutions providing liquidity and/or may not legally lend to, establish credit support to or for the account of and/or do any business whatsoever with such SPV Designated Subsidiary directly or through an Affiliate of such Lender as provided in the immediately preceding paragraph or (ii) has internal policies in place that prohibit it from lending to, establishing credit for the account of and/or doing any business whatsoever with such Designated Subsidiary directly or through an Affiliate of such Lender as provided in the immediately preceding paragraph (a “Protesting Lender”) shall so notify the Company and the Administrative Agent in writing. With respect to support each Protesting Lender, the funding Company shall, effective on or maintenance before the date that such Designated Subsidiary shall have the right to borrow hereunder, either (A) notify the Administrative Agent and such Protesting Lender that the Commitments of Loans such Protesting Lender shall be terminated; provided that such Protesting Lender shall have received payment of an amount equal to the outstanding principal of its Advances and/or Letter of Credit reimbursement obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (IIto the extent of such outstanding principal and accrued interest and fees) disclose on or the Company or the relevant Designated Subsidiary (in the case of all other amounts) or (B) cancel its request to designate such Subsidiary as a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPV. This Section 10.3 may not be amended without the written consent of any Designating Lender affected thereby“Designated Subsidiary” hereunder.

Designation. (i) Notwithstanding anything to the contrary contained hereinThe Company may at any time, any Lender (a "Designating Lender") may grant to one or more special purpose funding vehicles (each, an "SPV"), identified as such in writing and from time to time by time, upon not less than five Business Days’ notice in the Designating Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part case of any Loan Subsidiary so designated after the Effective Date, notify the Agent that such Designating Lender would otherwise be obligated the Company intends to make to the Borrower pursuant to designate a Subsidiary as a “Designated Subsidiary” for purposes of this Credit Agreement; provided that (I) nothing herein shall constitute a commitment by any SPV to make any Loan, (II) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Designating Lender shall be obligated to make such Loan pursuant to the terms hereof, (III) the Designating Lender shall remain liable for any indemnity or other payment obligation with respect to its Commitment hereunder and (IV) each such SPV would satisfy the requirements of Section 3.10 if such SPV was a Lender hereunder. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Designating Lender to the same extent, and as if, such Loan were made by such Designating Lender. (ii) As to any Loans or portion thereof made by it, each SPV shall have all the rights that a Lender making such Loans or portion thereof would have had under this Credit Agreement; provided, however that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Credit Agreement. No additional Note shall be required to evidence the Loans On or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note as agent for such SPV to the extent of the Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV. (iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Designating Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to after the date that is one year five Business Days after such notice, upon delivery to the Agent and one day each Lender of a Designation Letter duly executed by the Company and the respective Subsidiary and substantially in the form of Exhibit E hereto, such Subsidiary shall thereupon become a “Designated Subsidiary” for all purposes of this Agreement, and, upon fulfillment of the applicable conditions set forth in Section 3.02 and after such Designation Letter is accepted by the payment Agent, such Subsidiary shall thereupon become a Designated Subsidiary for all purposes of this Agreement and, as such, shall have all of the rights and obligations of a Borrower hereunder. The Agent shall promptly notify each Lender of the Company’s notice of such pending designation by the Company and the identity of the respective Subsidiary. Following the giving of any notice pursuant to this Section 9.12(a), if the designation of such Designated Subsidiary obligates the Agent or any Lender to comply with “know your customer” or similar identification procedures in full circumstances where the necessary information is not already available to it, the Company shall, promptly upon the request of the Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Agent or any Lender in order for the Agent or such Lender to carry out and be satisfied it has complied with the results of all outstanding prior indebtedness of necessary “know your customer” or other similar checks under all applicable laws and regulations. If the Company shall designate as a Designated Subsidiary hereunder any SPV, it will Subsidiary not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings organized under the laws of the United States or any State thereof. (iv) In addition, notwithstanding anything any Lender may, with notice to the contrary contained Agent and the Company, fulfill its Commitment by causing an Affiliate of such Lender to act as the Lender in this Section 10.3 or otherwise in this Credit Agreementrespect of such Designated Subsidiary (and such Lender shall, any SPV may (I) at any time and without paying any processing fee therefor, assign or participate all or a portion of its interest in any Loans to the Designating Lender (or extent of Advances made to any other SPV and participations in Letters of such Designating Lender) or to any financial institutions providing liquidity and/or credit support to or Credit issued for the account of such SPV Designated Subsidiary, be deemed for all purposes hereof to support the funding or maintenance of Loans have pro tanto assigned such Advances and (II) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements participations to such SPVAffiliate in compliance with the provisions of Section 9.06). This Section 10.3 As soon as practicable after receiving notice from the Company or the Agent of the Company’s intent to designate a Subsidiary as a Designated Borrower, and in any event no later than five Business Days after the delivery of such notice, for a Designated Subsidiary that is organized under the laws of a jurisdiction other than of the United States or a political subdivision thereof, any Lender that may not legally lend to, establish credit for the account of and/or do any business whatsoever with such Designated Subsidiary directly or through an Affiliate of such Lender as provided in the immediately preceding paragraph (a “Protesting Lender”) shall so notify the Company and the Agent in writing. With respect to each Protesting Lender, the Company shall, effective on or before the date that such Designated Subsidiary shall have the right to borrow hereunder, either (A) notify the Agent and such Protesting Lender that the Commitments of such Protesting Lender shall be amended without terminated; provided that such Protesting Lender shall have received payment of an amount equal to the written consent outstanding principal of any Designating Lender affected thereby.its Advances and/or Letter of Credit reimbursement obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company or the relevant Designated Subsidiary (in the case of all other amounts), or (B) cancel its request to designate such Subsidiary as a “Designated Subsidiary” hereunder. Five Year Credit Agreement

Designation. (i) Notwithstanding anything to the contrary contained hereinThe Company may, upon five Business Days prior notice, at any Lender (a "Designating Lender") may grant to one or more special purpose funding vehicles (eachtime, an "SPV"), identified as such in writing and from time to time time, by the Designating Lender delivery to the Administrative Agent of a Designation Agreement duly executed by the Company and the Borrowerrespective Subsidiary and substantially in the form of Exhibit E hereto, designate such Subsidiary as a “Designated Subsidiary” for purposes of this Agreement and such Subsidiary shall thereupon become a “Designated Subsidiary” for purposes of this Agreement and, as such, shall have all of the rights and obligations of a Borrower hereunder; provided that if such Subsidiary is organized under the laws of a jurisdiction other than that of the United States or a political subdivision thereof, the option to provide Company shall give 15 days prior notice to the Borrower all or any part Administrative Agent. The Administrative Agent shall promptly notify each Lender of each such designation by the Company and the identity of the respective Subsidiary. Following the giving of any Loan that such Designating Lender would otherwise be obligated to make to the Borrower notice pursuant to this Credit Agreement; provided that (I) nothing herein shall constitute a commitment by any SPV to make any LoanSection 10.13, (II) if an SPV elects not to exercise the designation of such option or otherwise fails to provide all Designated Subsidiary obligates the Administrative Agent or any part Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already 107 available to it (including, in the case of any Designated Subsidiary that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to such LoanDesignated Subsidiary), the Designating Company shall, promptly upon the request of the Administrative Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender shall in order for the Administrative Agent or such Lender to carry out and be obligated to make such Loan pursuant to satisfied it has complied with the terms hereof, (III) the Designating Lender shall remain liable for any indemnity results of all necessary “know your customer” or other payment obligation with respect to similar checks under all applicable laws and regulations or its Commitment internal policies. If the Company shall designate as a Designated Subsidiary hereunder and (IV) each such SPV would satisfy the requirements of Section 3.10 if such SPV was a Lender hereunder. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Designating Lender to the same extent, and as if, such Loan were made by such Designating Lender. (ii) As to any Loans or portion thereof made by it, each SPV shall have all the rights that a Lender making such Loans or portion thereof would have had under this Credit Agreement; provided, however that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Credit Agreement. No additional Note shall be required to evidence the Loans or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note as agent for such SPV to the extent of the Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV. (iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Designating Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding prior indebtedness of any SPV, it will Subsidiary not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings organized under the laws of the United States or any State thereof, any Lender may, with notice to the Administrative Agent and the Company, fulfill its Commitment by causing an Affiliate of such Lender to act as the Lender in respect of such Designated Subsidiary. (ivii) In addition, notwithstanding anything to As soon as practicable and in any event within five Business Days after notice of the contrary contained in this designation under Section 10.3 10.13(a)(i) of a Designated Subsidiary that is organized under the laws of a jurisdiction other than of the United States or otherwise in this Credit Agreementa political subdivision thereof, any SPV Lender that may not legally lend to, or whose internal policies, consistently applied, preclude lending to, such Designated Subsidiary (Ia “Protesting Lender”) at any time shall so notify the Company and without paying any processing fee thereforthe Administrative Agent in writing. With respect to each Protesting Lender, assign the Company shall, effective on or participate all before the date that such Designated Subsidiary shall have the right to borrow hereunder, either (A) (i) replace such Protesting Lender in accordance with Section 8.5 or a portion of its interest in any Loans to (ii) notify the Designating Administrative Agent and such Protesting Lender (or to any other SPV that the Commitments of such Designating LenderProtesting Lender shall be terminated; provided that (x) or to any financial institutions providing liquidity and/or credit support to or for the account of such SPV to support Company shall have received the funding or maintenance of Loans and (II) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPV. This Section 10.3 may not be amended without the prior written consent of any Designating the Administrative Agent and each Issuing Bank, which consents shall not unreasonably be withheld, and (y) such Protesting Lender affected therebyshall have received payment of an amount equal to the outstanding principal of its Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the relevant Borrower (in the case of all other amounts), or (B) cancel its request to designate such Subsidiary as a “Designated Subsidiary” hereunder.