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 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 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. (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. (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 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. (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. With respect to each repayment of any Tranche of Loans required by this Section 5.02, the respective Borrower may designate the Types of Loans which are to be repaid of such Tranche and, in the case of Euro Rate Loans (other than Euro Denominated Swingline Loans) or CDOR Rate Loans, the specific Borrowing or Borrowings pursuant to which such Euro Rate Loans or CDOR Rate Loans were made, provided that: (i) Notwithstanding anything repayments of Euro Rate Loans (other than Euro Denominated Swingline Loans) and CDOR Rate Loans made pursuant to this Section 5.02 may only be made on the contrary contained hereinlast day of an Interest Period applicable thereto unless all such Euro Rate Loans or CDOR Rate Loans of the respective Tranche with Interest Periods ending on such date of required repayment and all Base Rate Loans or Canadian Prime Rate Loans (as applicable) of the respective Tranche have been paid in full; (ii) if any repayment of Euro Rate Loans (other than Euro Denominated Swingline Loans) or CDOR Rate Loans made pursuant to a single Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, any Lender (x) in the case of Eurodollar Loans, such Borrowing shall be converted at the end of the then current Interest Period into a "Designating Lender"Borrowing of Base Rate Loans, (y) may grant in the case of CDOR Rate Loans, such Borrowing shall be converted at the end of the then current Interest Period into a Borrowing of Canadian Prime Rate Loans, and (z) in the case of Alternate Currency Loans of a given Tranche (other than Canadian Loans), the respective Borrower shall cooperate with the Administrative Agent in selecting Interest Periods at the end of the then current Interest Period or Interest Periods so as to align such Borrowing with the Interest Periods applicable to one or more special purpose funding vehicles other Borrowings of Alternate Currency Loans of such Tranche; and (each, an "SPV"), identified as iii) each repayment of any Tranche of Loans shall be applied pro rata among the Lenders with outstanding Loans of such in writing from time to time Tranche. In the absence of a designation by the Designating Lender to respective Borrower as described in the preceding sentence, the Administrative Agent and the Borrowershall, the option to provide subject 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 Loanabove, (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 designation in 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 Lendersole discretion. (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 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. 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 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 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 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 Borrower, the option to provide to the Borrower all or any part of any Revolving Credit Loan that such Designating Lender would otherwise be obligated to make to the Borrower pursuant to this Credit Agreement; provided that (Ix) nothing herein shall constitute a commitment by any SPV to make any Revolving Credit Loan, (IIy) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Revolving Credit Loan, the Designating Lender shall be obligated to make such Revolving Credit Loan pursuant to the terms hereof, hereof and (IIIz) 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 Revolving Credit Loan by an SPV hereunder shall utilize the Commitment of the Designating Lender to the same extent, and as if, such Revolving Credit Loan were made by such Designating Lender. (ii) As to any Revolving Credit Loans or portion thereof made by it, each SPV shall have all the rights that a Lender making such Revolving Credit 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 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 Revolving Credit 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 Revolving Credit 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. Notwithstanding any term or condition hereof, no SPV, unless it shall have become a Lender hereunder in accordance with the terms of Section 10.11.2(a), shall be a party hereto or have any right to vote or give or withhold its consent under this Agreement. The Administrative Agent shall have no duty or obligation to give any notices required to be delivered hereunder to any 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 (x) payment in full of all outstanding prior commercial paper or other senior indebtedness of any SPV, (y) the payment in full of all Revolving Credit Loans, and (z) the termination of all Commitments, 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, provided that the Designating Lender for each SPV hereby agrees to indemnify, save and hold harmless each other party hereto for any loss, cost, damage and expense arising out of the inability to institute any such proceeding against such SPV. (iv) In addition, notwithstanding anything to the contrary contained in this Section 10.3 10.11.2(b) or otherwise in this Credit AgreementAgreement (other than the proviso set forth directly below in this Section 10.11.2(b), any SPV may (Iy) with notice to, but without the prior written consent of the Borrower or the Administrative Agent, at any time and without paying any processing fee therefor, assign or participate all or a portion of its interest in any Revolving Credit 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 Revolving Credit Loans and (IIz) disclose on a confidential basis any non-non public information relating to its Revolving Credit Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPV; provided, however, that in no event may any non-public financial information provided by the Borrower under Section 7.3 [Reporting Requirements] be provided by any SPV to any other Person. In no event shall the Borrower be obligated to pay to any SPV that has made a Revolving Credit Loan any greater amount than the Borrower would have been obligated to pay under this Agreement if the Designating Lender had made such Revolving Credit Loan. This Section 10.3 10.11.2(b) 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 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. (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 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. (ia) Notwithstanding anything to the contrary contained herein, any Lender Bank (a "Designating LenderBank") 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 Bank 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 Bank would otherwise be obligated to make to the Borrower 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 Bank shall be obligated to make such Loan pursuant to the terms hereof, hereof and (IIIiii) the Designating Lender Bank 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 Bank to the same extent, and as if, such Loan were made by such Designating LenderBank. (iib) As to any Loans or portion thereof made by it, each SPV shall have all the rights that a Lender Bank 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 Bank an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documentsNote) 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 Bank 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 Bank 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 Bank 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 12.13 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 to any other SPV of such Designating Lender) Bank 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 SPV. This Section 10.3 12.13 may not be amended without the written consent of any Designating Lender Bank 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. 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. (ia) Notwithstanding anything in this Agreement to the contrary contained hereincontrary, any Lender Bank (a "Designating LenderBank") may grant to one or more special purpose funding vehicles (each, each an "SPV"), identified as such in writing from time to time by the such Designating Lender Bank 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 Bank would otherwise be obligated to make to the Borrower pursuant to this Credit Agreement; provided that (Ii) nothing herein in this Section shall constitute a commitment by any SPV to make any Loan, and (IIii) if an SPV designated by a Designating Bank to make Loans elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the such Designating Lender Bank shall still 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 reduce the availability under the Commitment of the Designating Lender Bank to the same extent, and as if, such Loan were made by such Designating LenderBank. (iib) As to any Loans or portion thereof made by itan SPV, each such SPV shall have all of the rights that a Lender Bank 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 Bank an irrevocable power of attorney, attorney to deliver and receive all communications and notices under this Credit Agreement (and any related documents) other Loan Document and to exercise exercise, in its reasonable discretion, on behalf of 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; SPV and the related Designating Lender Bank 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 respective Designating Lender Bank as agent for such SPV. (iiic) Each party hereto hereby agrees Agent, Borrower and the Banks agree that no SPV shall be liable for any an indemnity or payment under this Credit Agreement for which a Lender Bank would otherwise be liable for so long as, and to the extent, the Designating Lender provides Bank shall remain liable for its Commitment Percentage of such indemnity or makes payment to the extent such paymentDesignating Bank would otherwise be liable. In furtherance of the foregoing, Agent, Borrower and each party hereto of the Banks hereby agrees agree (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 of the outstanding prior commercial paper or other senior indebtedness of any SPV, it will not none of Agent, Borrower or any Bank shall institute against, or join any other person Person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings proceeding 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 10.11, or otherwise in this Credit Agreement, any SPV may (Ii) at any time and without paying any processing fee therefor, assign (or participate grant a participation in) all or a portion of its interest in any Loans to the its Designating Lender (or to any other SPV of such Designating Lender) Bank or to any financial institutions institution providing liquidity and/or credit support to or for the account of such SPV to support the funding or maintenance of Loans Loans, and (IIii) disclose on a confidential basis any non-public information relating to its the Loans made by such SPV 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 10.11 may not be amended without the prior written consent of any Designating Lender Bank affected thereby.

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 hereinherein (but subject to Sections 2.18 and 2.19), 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 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. (ia) Notwithstanding anything to the contrary contained herein, any Lender (a "Designating LenderDESIGNATING 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; providedPROVIDED, 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 behalf, all of such SPV'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 SECTION 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 SECTION 12.6 may not be amended without the written consent of any Designating Lender affected thereby.

Designation. (ia) Notwithstanding anything in this Agreement to the contrary contained hereincontrary, any Lender Bank (a "Designating LenderBank") may grant to one or more special purpose funding vehicles (each, each an "SPV"), identified as such in writing from time to time by the such Designating Lender Bank 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 Bank would otherwise be obligated to make to the Borrower pursuant to this Credit Agreement; provided that (Ii) nothing herein in this Section shall constitute a commitment by any SPV to make any Loan, and (IIii) if an SPV designated by a Designating Bank to make Loans elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the such Designating Lender Bank shall still 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 reduce the availability under the Revolving Credit Commitment of the Designating Lender Bank to the same extent, and as if, such Loan were made by such Designating LenderBank. (iib) As to any Loans or portion thereof made by itan SPV, each such SPV shall have all of the rights that a Lender Bank 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 Bank an irrevocable power of attorney, attorney to deliver and receive all communications and notices under this Credit Agreement (and any related documents) other Loan Document and to exercise exercise, in its reasonable discretion, on behalf of 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; SPV and the related Designating Lender Bank 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 respective Designating Lender Bank 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 9.08(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. (ia) Notwithstanding anything in this Agreement to the contrary contained hereincontrary, any Lender Bank (a "“Designating Lender"Bank”) may grant to one or more special purpose funding vehicles (each, each an "“SPV"”), identified as such in writing from time to time by the such Designating Lender Bank 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 Bank would otherwise be obligated to make to the Borrower pursuant to this Credit Agreement; provided that (Ii) nothing herein in this Section shall constitute a commitment by any SPV to make any Loan, and (IIii) if an SPV designated by a Designating Bank to make Loans elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the such Designating Lender Bank shall still 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 reduce the availability under the Revolving Credit Commitment of the Designating Lender Bank to the same extent, and as if, such Loan were made by such Designating LenderBank. (iib) As to any Loans or portion thereof made by itan SPV, each such SPV shall have all of the rights that a Lender Bank 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 Bank an irrevocable power of attorney, attorney to deliver and receive all communications and notices under this Credit Agreement (and any related documents) other Loan Document and to exercise exercise, in its reasonable discretion, on behalf of such SPV's behalf, all of such SPV's ’s voting rights under this Credit Agreement. No additional Note shall be required to evidence the Loans or portion thereof made by an SPV; SPV and the related Designating Lender Bank 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.In

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 Borrower, the option to provide to the Borrower all or any part of any Term Loan that such Designating Lender would otherwise be obligated to make to the Borrower pursuant to this Credit Agreement; provided that (Ix) nothing herein shall constitute a commitment by any SPV to make any Term Loan, (IIy) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Term Loan, the Designating Lender shall be obligated to make such Term Loan pursuant to the terms hereof, hereof and (IIIz) 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 Term Loan by an SPV hereunder shall utilize the Commitment of the Designating Lender to the same extent, and as if, such Term Loan were made by such Designating Lender. (ii) As to any Term Loans or portion thereof made by it, each SPV shall have all the rights that a Lender making such Term 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 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 Term 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 Term 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. Notwithstanding any term or condition hereof, no SPV, unless it shall have become a Lender hereunder in accordance with the terms of Section 10.11.2(a), shall be a party hereto or have any right to vote or give or withhold its consent under this Agreement. The Administrative Agent shall have no duty or obligation to give any notices required to be delivered hereunder to any 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 (x) payment in full of all outstanding prior commercial paper or other senior indebtedness of any SPV, (y) the payment in full of all Term Loans, and (z) the termination of all Commitments, 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, provided that the Designating Lender for each SPV hereby agrees to indemnify, save and hold harmless each other party hereto for any loss, cost, damage and expense arising out of the inability to institute any such proceeding against such SPV. (iv) In addition, notwithstanding anything to the contrary contained in this Section 10.3 10.11.2(b) or otherwise in this Credit AgreementAgreement (other than the proviso set forth directly below in this Section 10.11.2(b), any SPV may (Iy) with notice to, but without the prior written consent of the Borrower or the Administrative Agent, at any time and without paying any processing fee therefor, assign or participate all or a portion of its interest in any Term 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 Term Loans and (IIz) disclose on a confidential basis any non-non public information relating to its Term Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPV; provided, however, that in no event may any non-public financial information provided by the Borrower under Section 7.3 [Reporting Requirements] be provided by any SPV to any other Person. In no event shall the Borrower be obligated to pay to any SPV that has made a Term Loan any greater amount than the Borrower would have been obligated to pay under this Agreement if the Designating Lender had made such Term Loan. This Section 10.3 10.11.2(b) may not be amended without the written consent of any Designating Lender affected thereby.

Designation. (ia) Notwithstanding anything in this Agreement to the contrary contained hereincontrary, any Lender Bank (a "Designating LenderBank") may grant to one or more special purpose funding vehicles (each, each an "SPV"), identified as such in writing from time to time by the such Designating Lender Bank 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 Bank would otherwise be obligated to make to the Borrower pursuant to this Credit Agreement; provided that (Ii) nothing herein in this Section shall constitute a commitment by any SPV to make any Loan, and (IIii) if an SPV designated by a Designating Bank to make Loans elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the such Designating Lender Bank shall still 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 reduce the availability under the Revolving Credit Commitment of the Designating Lender Bank to the same extent, and as if, such Loan were made by such Designating LenderBank. (iib) As to any Loans or portion thereof made by itan SPV, each such SPV shall have all of the rights that a Lender Bank 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 Bank an irrevocable power of attorney, attorney to deliver and receive all communications and notices under this Credit Agreement (and any related documents) other Loan Document and to exercise exercise, in its reasonable discretion, on behalf of 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; SPV and the related Designating Lender Bank 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 respective Designating Lender Bank as agent for such SPV. (iiic) Each party hereto hereby agrees Agent, Borrower and the Banks agree that no SPV shall be liable for any an indemnity or payment under this Credit Agreement for which a Lender Bank would otherwise be liable for so long as, and to the extent, the Designating Lender provides Bank shall remain liable for its Commitment Percentage of such indemnity or makes payment to the extent such paymentDesignating Bank would otherwise be liable. In furtherance of the foregoing, Agent, Borrower and each party hereto of the Banks hereby agrees agree (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 of the outstanding prior commercial paper or other senior indebtedness of any SPV, it will not none of Agent, Borrower or any Bank shall institute against, or join any other person Person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings proceeding 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 10.11, or otherwise in this Credit Agreement, any SPV may (Ii) at any time and without paying any processing fee therefor, assign (or participate grant a participation in) all or a portion of its interest in any Loans to the its Designating Lender (or to any other SPV of such Designating Lender) Bank or to any financial institutions institution providing liquidity and/or credit support to or for the account of such SPV to support the funding or maintenance of Loans Loans, and (IIii) disclose on a confidential basis any non-public information relating to its the Loans made by such SPV 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 10.11 may not be amended without the prior written consent of any Designating Lender Bank affected thereby.

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 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 (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 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 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. Notwithstanding any term or condition hereof, no SPV, unless it shall have become a Lender hereunder in accordance with the terms of Section 10.14(c), shall be a party hereto or have any right to vote or give or withhold its consent under this Agreement. (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 (c) the termination of all Commitments, 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) with notice to, but without the prior written consent of the Borrower or the Agent, 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 SPV; provided, however, that in no event may any non-public financial information provided by the Borrower or any other Loan Party under Section 6.01 be provided by any SPV to any other Person. In no event shall the Borrower be obligated to pay to any SPV that has made a Loan any greater amount than the Borrower 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. (ia) Notwithstanding anything to the contrary contained herein, any Lender Bank (a "Designating LenderBank") 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 Bank to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part of any Money Market Loan that such Designating Lender Bank would otherwise be obligated to make to the Borrower pursuant to this Credit Agreement; provided that (Ii) nothing herein shall constitute a commitment by any SPV to make any Money Market Loan, (IIii) if an any SPV elects not to exercise such option or otherwise fails to provide all or any part of such Money Market Loan, the Designating Lender Bank shall be obligated to make such Money Market Loan pursuant to the terms hereof, and (IIIiii) the Designating Lender Bank 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 Money Market Loans or portion thereof made by it, each SPV shall have all the rights that a Lender Bank making such Money Market Loans or portion thereof would have had under this Credit Agreement; provided, however however, that each SPV shall have granted to its Designating Lender Bank an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documentsother Loan Documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Credit Agreement. No additional Money Market Note shall be required to evidence the Money Market Loans or portion thereof made by an SPV; and the related Designating Lender Bank shall be deemed to hold its Money Market Note as agent for such SPV to the extent of the Money Market 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 Bank 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 Bank 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 9.17 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 Money Market Loans to the Designating Lender (or to any other SPV of such Designating Lender) Bank 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 Money Market Loans and (IIii) disclose on a confidential basis any non-public information relating to its Money Market 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 9.17 may not be amended without the written consent of any Designating Lender Bank affected thereby.

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 hereinherein (but subject to Sections 2.18 and 2.19), 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 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 behalf, all of such SPV'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. 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. (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 BorrowerParent, 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, 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 documents) other Loan 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. (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 12.7 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 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 SPV. This Section 10.3 12.7 may not be amended without the written consent of any Designating Lender affected thereby.

Designation. (ia) Notwithstanding anything in this Agreement to the contrary contained hereincontrary, any Lender Bank (a "Designating LenderBank") may grant to one or more special purpose funding vehicles (each, each an "SPV"), identified as such in writing from time to time by the such Designating Lender Bank to the Administrative Agent and the BorrowerBorrowers, the option to provide to the a Borrower all or any part of any Loan that such Designating Lender Bank would otherwise be obligated to make to the such Borrower pursuant to this Credit Agreement; provided that (Ii) nothing herein in this Section shall constitute a commitment by any SPV to make any Loan, (IIii) if an SPV designated by a Designating Bank to make Loans elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the such Designating Lender Bank shall still be obligated to make such Loan pursuant to the terms hereof, hereof and (IIIiii) the Designating Lender Bank shall remain liable for any indemnity or other payment obligation with respect to its under the Revolving Credit Commitment hereunder and (IV) each such SPV would satisfy of the requirements of Section 3.10 if such SPV was a Lender hereunderDesignating Bank. The making of a Loan by an SPV hereunder shall utilize reduce the availability under the Commitment of the Designating Lender Bank to the same extent, and as if, such Loan were made by such Designating LenderBank. (iib) As to any Loans or portion thereof made by itan SPV, each such SPV shall have all of the rights that a Lender Bank 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 Bank an irrevocable power of attorney, attorney to deliver and receive all communications and notices under this Credit Agreement (and any related documents) other Loan Document and to exercise exercise, in its reasonable discretion, on behalf of 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; SPV and the related Designating Lender Bank 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 respective Designating Lender Bank as agent for such SPV. (iiic) Each party hereto hereby agrees Agent, Borrowers and the Banks agree that no SPV shall be liable for any an indemnity or payment under this Credit Agreement for which a Lender Bank would otherwise be liable for so long as, and to the extent, the Designating Lender provides Bank shall remain liable for its Commitment Percentage of such indemnity or makes payment to the extent such paymentDesignating Bank would otherwise be liable. In furtherance of the foregoing, Agent, Borrowers and each party hereto of the Banks hereby agrees agree (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 of the outstanding prior commercial paper or other senior indebtedness of any SPV, it will not none of Agent, any Borrower or any Bank shall institute against, or join any other person Person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings proceeding 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 10.11, or otherwise in this Credit Agreement, any SPV may (Ii) at any time and without paying any processing fee therefor, assign (or participate grant a participation in) all or a portion of its interest in any Loans to the its Designating Lender (or to any other SPV of such Designating Lender) Bank or to any financial institutions institution providing liquidity and/or credit support to or for the account of such SPV to support the funding or maintenance of Loans Loans, and (IIii) disclose on a confidential basis any non-public information relating to its the Loans made by such SPV 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 10.11 may not be amended without the prior written consent of any Designating Lender Bank affected thereby.

Designation. (i) Notwithstanding anything to the contrary contained herein, any Lender Bank (a "“Designating Lender"Bank”) 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 Designated Bank to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part of any Revolving Credit Loan that such Designating Lender Bank would otherwise be obligated to make to the Borrower pursuant to this Credit Agreement; provided that (Ix) nothing herein shall constitute a commitment by any SPV to make any Revolving Credit Loan, (IIy) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Revolving Credit Loan, the Designating Lender Bank shall be obligated to make such Revolving Credit Loan pursuant to the terms hereof, hereof and (IIIz) the Designating Lender Bank 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 Revolving Credit Loan by an SPV hereunder shall utilize the Commitment of the Designating Lender Bank to the same extent, and as if, such Revolving Credit Loan were made by such Designating LenderBank. (ii) As to any Revolving Credit Loans or portion thereof made by it, each SPV shall have all the rights that a Lender Bank making such Revolving Credit Loans or portion thereof would have had under this Credit Agreement; provided, however however, that each SPV shall have granted to its Designating Lender Bank 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 exercise, on such SPV's ’s behalf, all of such SPV's ’s voting rights under this Credit Agreement. No additional Note shall be required to evidence the Revolving Credit Loans or portion thereof made by an SPV; and the related Designating Lender Bank shall be deemed to hold its Note as agent for such SPV to the extent of the Revolving Credit 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 Bank as agent for such SPV. Notwithstanding any term or condition hereof, no SPV, unless it shall have become a Bank hereunder in accordance with the terms of Section 10.11.2(a), shall be a party hereto or have any right to vote or give or withhold its consent under this Agreement. The Administrative Agent shall have no duty or obligation to give any notices required to be delivered hereunder to any 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 Bank 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 (x) payment in full of all outstanding prior commercial paper or other senior indebtedness of any SPV, (y) the payment in full of all Revolving Credit Loans, and (z) the termination of all Commitments, 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, provided that the Designating Bank for each SPV hereby agrees to indemnify, save and hold harmless each other party hereto for any loss, cost, damage and expense arising out of the inability to institute any such proceeding against such SPV. (iv) In addition, notwithstanding anything to the contrary contained in this Section 10.3 10.11.2(b) or otherwise in this Credit AgreementAgreement (other than the proviso set forth directly below in this Section 10.11.2(b), any SPV may (Iy) with notice to, but without the prior written consent of the Borrower or the Administrative Agent, at any time and without paying any processing fee therefor, assign or participate all or a portion of its interest in any Revolving Credit Loans to the Designating Lender (or to any other SPV of such Designating Lender) Bank 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 Revolving Credit Loans and (IIz) disclose on a confidential basis any non-non public information relating to its Revolving Credit Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee guaranty or credit or liquidity enhancements to such SPV; provided, however, that in no event may any non-public financial information provided by the Borrower under Section 7.3 [Reporting Requirements] be provided by any SPV to any other Person. In no event shall the Borrower be obligated to pay to any SPV that has made a Revolving Credit Loan any greater amount than the Borrower would have been obligated to pay under this Agreement if the Designating Bank had made such Revolving Credit Loan. This Section 10.3 10.11.2(b) may not be amended without the written consent of any Designating Lender Bank affected thereby.

Designation. (ia) Notwithstanding anything in this Agreement to the contrary contained hereincontrary, any Lender Bank (a "Designating LenderBank") may grant to one or more special purpose funding vehicles (each, each an "SPV"), identified as such in writing from time to time by the such Designating Lender Bank 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 Bank would otherwise be obligated to make to the Borrower pursuant to this Credit Agreement; provided that (Ii) nothing herein in this Section shall constitute a commitment by any SPV to make any Loan, and (IIii) if an SPV designated by a Designating Bank to make Loans elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the such Designating Lender Bank shall still 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 reduce the availability under the Revolving Credit Commitment of the Designating Lender Bank to the same extent, and as if, such Loan were made by such Designating LenderBank. (iib) As to any Loans or portion thereof made by itan SPV, each such SPV shall have all of the rights that a Lender Bank 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 Bank an irrevocable power of attorney, attorney to deliver and receive all communications and notices under this Credit Agreement (and any related documents) other Loan Document and to exercise exercise, in its reasonable discretion, on behalf of 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; SPV and the related Designating Lender Bank 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 respective Designating Lender Bank as agent for such SPV. (iiic) Each party hereto hereby agrees Agent, Borrower and the Banks agree that no SPV shall be liable for any an indemnity or payment under this Credit Agreement for which a Lender Bank would otherwise be liable for so long as, and to the extent, the Designating Lender provides Bank shall remain liable for its Commitment Percentage of such indemnity or makes payment to the extent such paymentDesignating Bank would otherwise be liable. In furtherance of the foregoing, Agent, Borrower and each party hereto of the Banks hereby agrees agree (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 of the outstanding prior commercial paper or other senior indebtedness of any SPV, it will not none of Agent, Borrower or any Bank shall institute against, or join any other person Person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings proceeding 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 10.12, or otherwise in this Credit Agreement, any SPV may (Ii) at any time and without paying any processing fee therefor, assign (or participate grant a participation in) all or a portion of its interest in any Loans to the its Designating Lender (or to any other SPV of such Designating Lender) Bank or to any financial institutions institution providing liquidity and/or credit support to or for the account of such SPV to support the funding or maintenance of Loans Loans, and (IIii) disclose on a confidential basis any non-public non‑public information relating to its the Loans made by such SPV 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 10.12 may not be amended without the prior written consent of any Designating Lender Bank affected thereby.

Designation. (ia) Notwithstanding anything in this Agreement to the contrary contained hereincontrary, any Lender (a "“Designating Lender"”) may grant to one or more special purpose funding vehicles (each, each an "“SPV"”), identified as such in writing from time to time by the such 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 (Ii) nothing herein in this Section shall constitute a commitment by any SPV to make any Loan, and (IIii) if an SPV designated by a Designating Lender to make Loans elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the such Designating Lender shall still 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 reduce the availability under 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 itan SPV, each such SPV shall have all of 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, attorney to deliver and receive all communications and notices under this Credit Agreement (and any related documents) other Loan Document and to exercise exercise, in its reasonable discretion, on behalf of such SPV's behalf, all of such SPV's ’s voting rights under this Credit Agreement. No additional Note shall be required to evidence the Loans or portion thereof made by an SPV; 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 respective Designating Lender as agent for such SPV. (iiic) Each party hereto hereby agrees Agent, Borrower and the Lenders agree that no SPV shall be liable for any an 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 shall remain liable for its Commitment Percentage of such indemnity or makes payment to the extent such paymentDesignating Lender would otherwise be liable. In furtherance of the foregoing, Agent, Borrower and each party hereto of the Lenders hereby agrees agree (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 of the outstanding prior commercial paper or other senior indebtedness of any SPV, it will not none of Agent, Borrower or any Lender shall institute against, or join any other person Person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings proceeding 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 10.13, or otherwise in this Credit Agreement, any SPV may (Ii) at any time and without paying any Table of Contents processing fee therefor, assign (or participate grant a participation in) all or a portion of its interest in any Loans to the its Designating Lender (or to any other SPV of such Designating Lender) or to any financial institutions institution providing liquidity and/or credit support to or for the account of such SPV to support the funding or maintenance of Loans Loans, and (IIii) disclose on a confidential basis any non-public information relating to its the Loans made by such SPV 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 10.13 may not be amended without the prior written consent of any Designating Lender affected thereby.

Designation. (ia) Notwithstanding anything in this Agreement to the contrary contained hereincontrary, any Lender (a "Designating Lender") may grant to one or more special purpose funding vehicles (each, each an "SPV"), identified as such in writing from time to time by the such Designating Lender to the Administrative Global 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 (Ii) nothing herein in this Section shall constitute a commitment by any SPV to make any Loan, and (IIii) if an SPV designated by a Designating Lender to make Loans elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the such Designating Lender shall still 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 reduce the Commitment availability under 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 itan SPV, each such SPV shall have all of 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, attorney to deliver and receive all communications and notices under this Credit Agreement (and any related documents) other Loan Document and to exercise exercise, in its reasonable discretion, on behalf of 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; 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 respective Designating Lender as agent for such SPV. (iiic) Each party hereto hereby agrees The Global Agent, Borrower and the Lenders agree that no SPV shall be liable for any an 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 shall remain liable for its Commitment Percentage of such indemnity or makes payment to the extent such paymentDesignating Lender would otherwise be liable. In furtherance of the foregoing, the Global Agent, Borrower and each party hereto of the Lenders hereby agrees agree (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 of the outstanding prior commercial paper or other senior indebtedness of any SPV, it will not none of the Global Agent, Borrower or any Lender shall institute against, or join any other person Person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings proceeding 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 11.11, or otherwise in this Credit Agreement, any SPV may (Ii) at any time and without paying any processing fee therefor, assign (or participate grant a participation in) all or a portion of its interest in any Loans to the its Designating Lender (or to any other SPV of such Designating Lender) or to any financial institutions institution providing liquidity and/or credit support to or for the account of such SPV to support the funding or maintenance of Loans Loans, and (IIii) disclose on a confidential basis any non-public information relating to its the Loans made by such SPV 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 11.11 may not be amended without the prior written consent of any Designating Lender affected thereby.

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 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 (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 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 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. Notwithstanding any term or condition hereof, no SPV, unless it shall have become a Lender hereunder in accordance with the terms of Section 10.14(c), shall be a party hereto or have any right to vote or give or withhold its consent under this Agreement. (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) with notice to, but without the prior written consent of the Borrower or the Agent, 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 SPV; provided, however, that in no event may any non-public financial information provided by the Borrower or any other Loan Party under Section 6.01 be provided by any SPV to any other Person. In no event shall the Borrower be obligated to pay to any SPV that has made a Loan any greater amount than the Borrower 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 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 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 (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 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 Borrower's performance under the Loan Documents and all other information relating to its Loans provided by Borrower 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 Borrower be obligated to pay to any SPV that has made a Loan any greater amount than the Borrower 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 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 Borrower, the option to provide to the Borrower all or any part of any Term Loan that such Designating Lender would otherwise be obligated to make to the Borrower pursuant to this Credit Agreement; provided that (Ix) nothing herein shall constitute a commitment by any SPV to make any Term Loan, (IIy) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Term Loan, the Designating Lender shall be obligated to make such Term Loan pursuant to the terms hereof, hereof and (IIIz) 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 Term Loan by an SPV hereunder shall utilize the Commitment of the Designating Lender to the same extent, and as if, such Term Loan were made by such Designating Lender. (ii) As to any Term Loans or portion thereof made by it, each SPV shall have all the rights that a Lender making such Term 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 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 Term 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 Term 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. Notwithstanding any term or condition hereof, no SPV, unless it shall have become a Lender hereunder in accordance with the terms of Section 10.11.2(a), shall be a party hereto or have any right to vote or give or withhold its consent under this Agreement. The Agent shall have no duty or obligation to give any notices required to be delivered hereunder to any 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 (x) payment in full of all outstanding prior commercial paper or other senior indebtedness of any SPV, (y) the payment in full of all Term Loans, and (z) the termination of all Commitments, 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, provided that the Designating Lender for each SPV hereby agrees to indemnify, save and hold harmless each other party hereto for any loss, cost, damage and expense arising out of the inability to institute any such proceeding against such SPV. (iv) In addition, notwithstanding anything to the contrary contained in this Section 10.3 10.11.2(b) or otherwise in this Credit AgreementAgreement (other than the proviso set forth directly below in this Section 10.11.2(b), any SPV may (Iy) with notice to, but without the prior written consent of the Borrower or the Agent, at any time and without paying any processing fee therefor, assign or participate all or a portion of its interest in any Term 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 Term Loans and (IIz) disclose on a confidential basis any non-non public information relating to its Term Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPV; provided, however, that in no event may any non-public financial information provided by the Borrower under Section 7.3 [Reporting Requirements] be provided by any SPV to any other Person. In no event shall the Borrower be obligated to pay to any SPV that has made a Term Loan any greater amount than the Borrower would have been obligated to pay under this Agreement if the Designating Lender had made such Term Loan. This Section 10.3 10.11.2(b) may not be amended without the written consent of any Designating Lender affected thereby.

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, each an "'SPV"'), identified as such in writing from time to time by the Designating Lender to the Administrative Agent and the BorrowerAgent, 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 (Ia) nothing herein shall constitute a commitment by any SPV to make any Loan, (IIb) 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, and (IIIc) 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 Loan or portion thereof made by it, each SPV shall have all the rights that a Lender making such Loans Loan 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, attorney to deliver and receive all communications communication and notices under this Credit Agreement (and any related documents) other Loan Documents and to exercise on such SPV's behalf, 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 each Loan 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 proceeding 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 12.6 or otherwise in this Credit Agreement, any SPV may (Ia) at any time and without paying any processing fee therefor, assign or participate all or a portion of its is interest in any Loans Loan to the Designating Lender (or to any other SPV of such Designating Lender) or to any financial institutions institution providing liquidity and/or credit support to or for the account of such SPV to support the funding or maintenance of Loans and (IIb) 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 enhancement to such SPV. This Section 10.3 12.6 may not be amended without the written consent of any each Designating Lender affected thereby. 1.6 The signature pages shall be amended by deleting the following: (i) the term "Commitments"; (ii) the amount "$35,000,000" opposite the signatures of BANK ONE, INDIANA, N.A. and ABN AMRO BANK N.V.; (iii) the amount "$30,000,000" opposite the signature of NATIONAL CITY BANK OF INDIANA; and (iv) "$100,000,000 TOTAL".

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 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 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 behalf, all of such SPV'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. (ia) Notwithstanding anything to the contrary contained herein, any Lender Bank (a "Designating LenderBank") 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 Bank to the Administrative Agent and the BorrowerCompany, the option to provide to the Borrower Company all or any part of any Loan that such Designating Lender Bank would otherwise be obligated to make to the Borrower Company 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 Bank shall be obligated to make such Loan pursuant to the terms hereof, hereof and (IIIiii) the Designating Lender Bank 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 Bank to the same extent, and as if, such Loan were made by such Designating LenderBank. (iib) As to any Loans or portion thereof made by it, each SPV shall have all the rights that a Lender Bank 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 Bank an irrevocable power of attorney, attorney to deliver and receive all communications and notices under this Credit Agreement (and any related documentsother Loan Document) 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 Bank shall be deemed to hold its Note Notes, if any, 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 Bank 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 Bank 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 section 9.15 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 to any other SPV of such Designating Lender) Bank 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 SPV. This Section 10.3 section 9.15 may not be amended without the written consent of any Designating Lender Bank affected thereby.

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 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 an 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-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. (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 Table of Contents 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.