Common use of Designated Lender Clause in Contracts

Designated Lender. Any Bank (other than an Affected Bank or a Bank which is such solely because it is a Designated Lender) (each, a “Designating Lender”) may at any time designate one (1) Designated Lender to fund Bid Rate Loans on behalf of such Designating Lender subject to the terms of this Section and the provisions in Section 12.05 shall not apply to such designation. No Bank may designate more than one (1) Designated Lender. The parties to each such designation shall execute and deliver to Administrative Agent for its acceptance a Designation Agreement. Upon such receipt of an appropriately completed Designation Agreement executed by a Designating Lender and a designee representing that it is a Designated Lender, Administrative Agent will accept such Designation Agreement and give prompt notice thereof to Borrower, whereupon, (i) from and after the “Effective Date” specified in the Designation Agreement, the Designated Lender shall become a party to this Agreement with a right to make Bid Rate Loans on behalf of its Designating Lender pursuant to Section 2.02 after Borrower has accepted the Bid Rate Quote of the Designating Lender and (ii) the Designated Lender shall not be required to make payments with respect to any obligations in this Agreement except to the extent of excess cash flow of such Designated Lender which is not otherwise required to repay obligations of such Designated Lender which are then due and payable; provided, however, that regardless of such designation and assumption by the Designated Lender, the Designating Lender shall be and remain obligated to Borrower, Administrative Agent and the Banks for each and every of the obligations of the Designating Lender and its related Designated Lender with respect to this Agreement, including, without limitation, any indemnification obligations under Section 10.05. Each Designating Lender shall serve as the administrative agent of its Designated Lender and shall on behalf of, and to the exclusion of, the Designated Lender (i) receive any and all payments made for the benefit of the Designated Lender and (ii) give and receive all communications and notices and take all actions hereunder, including, without limitation, votes, approvals, waivers and consents under or relating to this Agreement and the other Loan Documents. Any such notice, communication, vote, approval, waiver or consent shall be signed by the Designating Lender as administrative agent for the Designated Lender and shall not be signed by the Designated Lender on its own behalf, but shall be binding on the Designated Lender to the same extent as if actually signed by the Designated Lender. Borrower, Administrative Agent and the Banks may rely thereon without any requirement that the Designated Lender sign or acknowledge the same. No Designated Lender may assign or transfer all or any portion of its interest hereunder or under any other Loan Document, other than assignments to the Designating Lender which originally designated such Designated Lender.

Designated Lender. Any Bank (other than an Affected Bank or a Bank which who is such solely because it is a Designated Lender) (each, a “Designating Lender”) may at any time designate one (1) Designated Lender to fund Bid Rate Loans on behalf of such Designating Lender subject to the terms of this Section and the provisions in Section 12.05 shall not apply to such designation. No Bank may designate more than one (1) Designated Lender. The parties to each such designation shall execute and deliver to Administrative Agent for its acceptance a Designation Agreement. Upon such receipt of an appropriately completed Designation Agreement executed by a Designating Lender and a designee representing that it is a Designated Lender, Administrative Agent will accept such Designation Agreement and give prompt notice thereof thereto to Borrower, whereupon, (i) from and after the “Effective Date” specified in the Designation Agreement, the Designated Lender shall become a party to this Agreement with a right to make Bid Rate Loans on behalf of its Designating Lender pursuant to Section 2.02 after Borrower has accepted the Bid Rate Quote of the Designating Lender and (ii) the Designated Lender shall not be required to make payments with respect to any obligations in this Agreement except to the extent of excess cash flow of such Designated Lender which is not otherwise required to repay obligations of such Designated Lender which are then due and payable; provided, however, that regardless of such designation and assumption by the Designated Lender, the Designating Lender shall be and remain obligated to Borrower, Administrative Agent and the Banks for each and every of the obligations of the Designating Lender and its related Designated Lender with respect to this Agreement, including, without limitation, any indemnification obligations under Section 10.05. Each Designating Lender shall serve as the administrative agent of its Designated Lender and shall on behalf of, and to the exclusion of, the Designated Lender Lender: (i) receive any and all payments made for the benefit of the Designated Lender and (ii) give and receive all communications and notices and take all actions hereunder, including, without limitation, votes, approvals, waivers and consents under or relating to this Agreement and the other Loan Documents. Any such notice, communication, vote, approval, waiver or consent shall be signed by the Designating Lender as administrative agent for the Designated Lender and shall not be signed by the Designated Lender on its own behalf, but shall be binding on the Designated Lender to the same extent as if actually signed by the Designated Lender. Borrower, Administrative Agent and the Banks may rely thereon without any requirement that the Designated Lender sign or acknowledge the same. No Designated Lender may assign or transfer all or any portion of its interest hereunder or under any other Loan Document, other than assignments to the Designating Lender which originally designated such Designated Lender.

Designated Lender. Any Bank (other than an Affected Bank or a Bank which who is such solely because it is a Designated Lender) (each, a “"Designating Lender”") may at any time designate one (1) Designated Lender to fund Bid Rate Loans on behalf of such Designating Lender subject to the terms of this Section and the provisions in Section 12.05 shall not apply to such designation. No Bank may designate more than one (1) Designated Lender. The parties to each such designation shall execute and deliver to Administrative Agent for its acceptance a Designation Agreement. Upon such receipt of an appropriately completed Designation Agreement executed by a Designating Lender and a designee representing that it is a Designated Lender, Administrative Agent will accept such Designation Agreement and give prompt notice thereof thereto to Borrower, whereupon, (i) from and after the “"Effective Date” " specified in the Designation Agreement, the Designated Lender shall become a party to this Agreement with a right to make Bid Rate Loans on behalf of its Designating Lender pursuant to Section 2.02 after Borrower has accepted the Bid Rate Quote of the Designating Lender and (ii) the Designated Lender shall not be required to make payments with respect to any obligations in this Agreement except to the extent of excess cash flow of such Designated Lender which is not otherwise required to repay obligations of such Designated Lender which are then due and payable; provided, however, that regardless of such designation and assumption by the Designated Lender, the Designating Lender shall be and remain obligated to Borrower, Administrative Agent and the Banks for each and every of the obligations of the Designating Lender and its related Designated Lender with respect to this Agreement, including, without limitation, any indemnification obligations under Section 10.05. Each Designating Lender shall serve as the administrative agent of its Designated Lender and shall on behalf of, and to the exclusion of, the Designated Lender Lender: (i) receive any and all payments made for the benefit of the Designated Lender and (ii) give and receive all communications and notices and take all actions hereunder, including, without limitation, votes, approvals, waivers and consents under or relating to this Agreement and the other Loan Documents. Any such notice, communication, vote, approval, waiver or consent shall be signed by the Designating Lender as administrative agent for the Designated Lender and shall not be signed by the Designated Lender on its own behalf, but shall be binding on the Designated Lender to the same extent as if actually signed by the Designated Lender. Borrower, Administrative Agent and the Banks may rely thereon without any requirement that the Designated Lender sign or acknowledge the same. No Designated Lender may assign or transfer all or any portion of its interest hereunder or under any other Loan Document, other than assignments to the Designating Lender which originally designated such Designated Lender.

Designated Lender. Any Bank (other than an Affected Bank or a Bank which is such solely because it is a Designated Lender) (each, a “Designating Lender”) may at any time designate one (1) Designated Lender to fund Bid Rate Loans on behalf of such Designating Lender subject to the terms of this Section and the provisions in Section 12.05 12.04 shall not apply to such designation. No Bank may designate more than one (1) Designated Lender. The parties to each such designation shall execute and deliver to Administrative Agent for its acceptance a Designation Agreement. Upon such receipt of an appropriately completed Designation Agreement executed by a Designating Lender and a designee representing that it is a Designated Lender, Administrative Agent will accept such Designation Agreement and give prompt notice thereof to Borrower, whereupon, (i) from and after the “Effective Date” specified in the Designation Agreement, the Designated Lender shall become a party to this Agreement with a right to make Bid Rate Loans on behalf of its Designating Lender pursuant to Section 2.02 after Borrower has accepted the Bid Rate Quote of the Designating Lender and (ii) the Designated Lender shall not be required to make payments with respect to any obligations in this Agreement except to the extent of excess cash flow of such Designated Lender which is not otherwise required to repay obligations of such Designated Lender which are then due and payable; provided, however, that regardless of such designation and assumption by the Designated Lender, the Designating Lender shall be and remain obligated to Borrower, Administrative Agent and the Banks for each and every of the obligations of the Designating Lender and its related Designated Lender with respect to this Agreement, including, without limitation, any indemnification obligations under Section 10.05. Each Designating Lender shall serve as the administrative agent of its Designated Lender and shall on behalf of, and to the exclusion of, the Designated Lender (i) receive any and all payments made for the benefit of the Designated Lender and (ii) give and receive all communications and notices and take all actions hereunder, including, without limitation, votes, approvals, waivers and consents under or relating to this Agreement and the other Loan Documents. Any such notice, communication, vote, approval, waiver or consent shall be signed by the Designating Lender as administrative agent for the Designated Lender and shall not be signed by the Designated Lender on its own behalf, but shall be binding on the Designated Lender to the same extent as if actually signed by the Designated Lender. Borrower, Administrative Agent and the Banks may rely thereon without any requirement that the Designated Lender sign or acknowledge the same. No Designated Lender may assign or transfer all or any portion of its interest hereunder or under any other Loan Document, other than assignments to the Designating Lender which originally designated such Designated Lender.

Designated Lender. Any Bank (other than i) Subject to the terms and conditions set forth in this Section 14.3(D), any Lender may from time to time elect to designate an Affected Bank Eligible Designee to provide all or any part of the Loans to be made by such Lender pursuant to this Agreement; provided that the designation of an Eligible Designee by any Lender for purposes of this Section 14.3(D) shall be subject to the approval of the Administrative Agent (which consent shall not be unreasonably withheld or delayed). Upon the execution by the parties to each such designation of an agreement in the form of Exhibit K hereto (a Bank which is such solely because it is “Designation Agreement”) and the acceptance thereof by the Administrative Agent, the Eligible Designee shall become a Designated Lender) (each, a “Lender for purposes of this Agreement. The Designating Lender”) may at any time designate one (1) Lender shall thereafter have the right to permit the Designated Lender to fund Bid Rate provide all or a portion of the Loans on behalf of such to be made by the Designating Lender subject pursuant to the terms of this Section Agreement and the provisions in Section 12.05 making of the Loans or portion thereof shall not apply to such designation. No Bank may designate more than one (1) Designated Lender. The parties to each such designation shall execute and deliver to Administrative Agent for its acceptance a Designation Agreement. Upon such receipt of an appropriately completed Designation Agreement executed by a Designating Lender and a designee representing that it is a Designated Lender, Administrative Agent will accept such Designation Agreement and give prompt notice thereof to Borrower, whereupon, (i) from and after satisfy the “Effective Date” specified in the Designation Agreement, the Designated Lender shall become a party to this Agreement with a right to make Bid Rate Loans on behalf of its Designating Lender pursuant to Section 2.02 after Borrower has accepted the Bid Rate Quote obligations of the Designating Lender to the same extent, and as if, such Loan was made by the Designating Lender. As to any Loan made by it, each Designated Lender shall have all the rights a Lender making such Loan would have under this Agreement and otherwise; provided, (x) that all voting rights under this Agreement shall be exercised solely by the Designating Lender, (y) each Designating Lender shall remain solely responsible to the other parties hereto for its obligations under this Agreement, including the obligations of a Lender in respect of Loans made by its Designated Lender and (iiz) no Designated Lender shall be entitled to reimbursement under Article IV hereof for any amount which would exceed the amount that would have been payable by the Borrowers to the Lender from which the Designated Lender obtained any interests hereunder. No additional Notes shall not be required to make payments with respect to any obligations in this Agreement except to the extent of excess cash flow of such Loans provided by a Designated Lender which is not otherwise required to repay obligations of such Designated Lender which are then due and payableLender; provided, however, that regardless of such designation and assumption by to the extent any Designated LenderLender shall advance funds, the Designating Lender shall be and remain obligated deemed to Borrower, Administrative Agent and hold the Banks Notes in its possession as an agent for each and every such Designated Lender to the extent of the obligations of the Designating Lender and its related Loan funded by such Designated Lender with respect to this Agreement, including, without limitation, any indemnification obligations under Section 10.05Lender. Each Such Designating Lender shall serve act as the administrative agent of for its Designated Lender and shall on behalf of, and to the exclusion of, the Designated Lender (i) receive any and all payments made for the benefit of the Designated Lender and (ii) give and receive all communications and notices and take all actions communications hereunder, including, without limitation, votes, approvals, waivers and consents under or relating to this Agreement and the other Loan Documents. Any such notice, communication, vote, approval, waiver or consent payments for the account of any Designated Lender shall be signed by the paid to its Designating Lender as administrative agent for the such Designated Lender and shall not be signed by neither the Designated Lender on its own behalf, but Borrowers nor the Administrative Agent shall be binding on the Designated Lender to the same extent as if actually signed by the Designated responsible for any Designating Lender’s application of such payments. BorrowerIn addition, Administrative Agent and the Banks may rely thereon without any requirement that the Designated Lender sign or acknowledge the same. No Designated Lender may (1) with notice to, but without the consent of the Borrowers or the Administrative Agent, assign or transfer all or any portion portions of its interest hereunder or under interests in any other Loan Document, other than assignments Loans to the its Designating Lender which originally designated or to any financial institution consented to by the Administrative Agent providing liquidity and/or credit facilities to or for the account of such Designated Lender and (2) subject to advising any such Person that such information is to be treated as confidential in accordance with such Person’s customary practices for dealing with confidential, 108 non-public information, disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any guarantee, surety or credit or liquidity enhancement to such Designated Lender.

Designated Lender. Any (i) Subject to the terms and conditions set forth in this Section 9.06, any Bank may from time to time elect to designate an Eligible Designee to provide all or any part of the Loans to be made by such Bank pursuant to this Agreement; provided the designation of an Eligible Designee by any Bank for purposes of this Section 9.06 shall be subject to the approval of the Borrowers and the Agent (other than which consent shall not be unreasonably withheld or delayed). Upon the execution by the parties to each such designation of an Affected Bank or agreement in the form of Exhibit E hereto (a Bank which is such solely because it is "DESIGNATION AGREEMENT") and the acceptance thereof by the Borrowers and the Agent, the Eligible Designee shall become a Designated Lender) (each, a “Lender for purposes of this Agreement. The Designating Lender”) may at any time designate one (1) Lender shall thereafter have the right to permit the Designated Lender to fund Bid Rate provide all or a portion of the Loans on behalf of such to be made by the Designating Lender subject pursuant to the terms of this Section Agreement and the provisions in Section 12.05 making of such Loans or portion thereof shall not apply satisfy the obligation of the Designating Lender to the same extent, and as if, such designation. No Bank may designate more than one (1) Designated Loan was made by the Designating Lender. The parties As to any Loan made by it, each such designation shall execute and deliver to Administrative Agent for its acceptance a Designation Agreement. Upon such receipt of an appropriately completed Designation Agreement executed by a Designating Lender and a designee representing that it is a Designated Lender, Administrative Agent will accept such Designation Agreement and give prompt notice thereof to Borrower, whereupon, (i) from and after the “Effective Date” specified in the Designation Agreement, the Designated Lender shall become have all the rights a party to Bank making such Loan would have under this Agreement with a right to make Bid Rate Loans on behalf of its Designating Lender pursuant to Section 2.02 after Borrower has accepted the Bid Rate Quote of and otherwise; provided, (x) that all voting rights under this Agreement shall be exercised solely by the Designating Lender and (iiy) the Designated each Designating Lender shall not remain solely responsible to the other parties hereto for its obligations under this Agreement, including the obligations of a Bank in respect of Loans made by its Designated Lender. No additional Notes shall be required to make payments with respect to any obligations in this Agreement except to the extent of excess cash flow of such Loans provided by a Designated Lender which is not otherwise required to repay obligations of such Designated Lender which are then due and payableLender; provided, however, that regardless of such designation and assumption by to the extent any Designated LenderLender shall advance funds, the Designating Lender shall be and remain obligated deemed to Borrower, Administrative Agent and hold the Banks Notes in its possession as an agent for each and every such Designated Lender to the extent of the obligations of the Designating Lender and its related Loan funded by such Designated Lender; provided, further, that any Designated Lender may request a Note in accordance with respect to this Agreement, including, without limitation, any indemnification obligations under Section 10.052.05(D). Each Such Designating Lender shall serve act as the administrative agent of for its Designated Lender and shall on behalf of, give and to receive notices and communications hereunder. Any payments for the exclusion of, the account of any Designated Lender shall be paid to its Designating Lender as administrative agent for such Designated Lender and neither the Borrowers nor the Agent shall be responsible for any Designating Lender's application of any such payments. In addition, any Designated Lender may (i) receive with notice to, but without the consent of the Borrowers and the Agent, assign all or portions of its interests in any Loans to its Designating Lender or to any financial institution consented to by the Borrowers and all payments made the Agent providing liquidity and/or credit facilities to or for the benefit account of the such Designated Lender and (ii) give and receive all communications and notices and take all actions hereundersubject to advising any such Person that such information is to be treated as confidential in accordance with such Person's customary practices for dealing with confidential, includingnon-public information, without limitation, votes, approvals, waivers and consents under or disclose on a confidential basis any non-public information relating to this Agreement and the other Loan Documents. Any such noticeits Loans to any rating agency, communicationcommercial paper dealer or provider of any guarantee, vote, approval, waiver surety or consent shall be signed by the Designating Lender as administrative agent for the Designated Lender and shall not be signed by the Designated Lender on its own behalf, but shall be binding on the Designated Lender credit or liquidity enhancement to the same extent as if actually signed by the Designated Lender. Borrower, Administrative Agent and the Banks may rely thereon without any requirement that the Designated Lender sign or acknowledge the same. No Designated Lender may assign or transfer all or any portion of its interest hereunder or under any other Loan Document, other than assignments to the Designating Lender which originally designated such Designated Lender.

Designated Lender. Any Bank Subject to the terms and conditions set forth in this Section 12.3, any Lender may from time to time elect to designate an Eligible Designee to provide all or any part of the Loans to be made by such Lender pursuant to this Agreement, provided that the designation of an Eligible Designee by any Lender for purposes of this Section 12.3 shall be subject to the approval of the Borrower and the Agent (other than which consent shall not be unreasonably withheld or delayed). Upon the execution by the parties to each such designation of an Affected Bank or agreement in the form of Exhibit H hereto (a Bank which is such solely because it is “Designation Agreement”) and the acceptance thereof by the Borrower and the Agent, the Eligible Designee shall become a Designated Lender) (each, a “Lender for purposes of this Agreement. The Designating Lender”) may at any time designate one (1) Lender shall thereafter have the right to permit the Designated Lender to fund Bid Rate provide all or a portion of the Loans on behalf of such to be made by the Designating Lender subject pursuant to the terms of this Section Agreement and the provisions in Section 12.05 making of such Loans or portion thereof shall not apply satisfy the obligation of the Designating Lender to the same extent, and as if, such designation. No Bank may designate more than one (1) Designated Loan was made by the Designating Lender. The parties As to any Loan made by it, each such designation shall execute and deliver to Administrative Agent for its acceptance a Designation Agreement. Upon such receipt of an appropriately completed Designation Agreement executed by a Designating Lender and a designee representing that it is a Designated Lender, Administrative Agent will accept such Designation Agreement and give prompt notice thereof to Borrower, whereupon, (i) from and after the “Effective Date” specified in the Designation Agreement, the Designated Lender shall become have all the rights a party to Lender making such Loan would have under this Agreement with a right to make Bid Rate Loans on behalf of its Designating Lender pursuant to Section 2.02 after Borrower has accepted the Bid Rate Quote of and otherwise; provided, (x) that all voting rights under this Agreement shall be exercised solely by the Designating Lender and (iiy) the Designated each Designating Lender shall not remain solely responsible to the other parties hereto for its obligations under this Agreement, including the obligations of a Lender in respect of Loans made by its Designated Lender. No additional Notes shall be required to make payments with respect to any obligations in this Agreement except to the extent of excess cash flow of such Loans provided by a Designated Lender which is not otherwise required to repay obligations of such Designated Lender which are then due and payableLender; provided, however, that regardless of such designation and assumption by to the extent any Designated LenderLender shall advance funds, the Designating Lender shall be and remain obligated deemed to Borrower, Administrative Agent and hold the Banks Notes in its possession as an agent for each and every such Designated Lender to the extent of the obligations of the Designating Lender and its related Loan funded by such Designated Lender with respect to this Agreement, including, without limitation, any indemnification obligations under Section 10.05Lender. Each Such Designating Lender shall serve act as the administrative agent of for its Designated Lender and shall on behalf of, give and to receive notices and communications hereunder. Any payments for the exclusion of, the account of any Designated Lender shall be paid to its Designating Lender as administrative agent for such Designated Lender and neither the Borrower nor the Agent shall be responsible for any Designating Lender’s application of any such payments. In addition, any Designated Lender may (i) receive with notice to, but without the consent of the Borrower and the Agent, assign all or portions of its interests in any Loans to its Designating Lender or to any financial institution consented to by the Borrower and all payments made the Agent providing liquidity and/or credit facilities to or for the benefit account of the such Designated Lender and (ii) give and receive all communications and notices and take all actions hereundersubject to such Person’s agreement to be bound by Section 9.10 of this Agreement, includingdisclose on a confidential basis any non-public information relating to its Loans to any rating agency, without limitationcommercial paper dealer or provider of any guarantee, votes, approvals, waivers and consents under surety or relating credit or liquidity enhancement to such Designated Lender. Each party to this Agreement hereby agrees that it shall not institute against, or join any other person in instituting against any Designated Lender any bankruptcy, reorganization, arrangements, insolvency or liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law for one year and a day after the other Loan Documents. Any such noticepayment in full of all outstanding senior indebtedness of any Designated Lender, communication, vote, approval, waiver or consent shall be signed by provided that the Designating Lender as administrative agent for the each Designated Lender hereby agrees to indemnify, save and shall not be signed by the Designated Lender on its own behalfhold harmless each other party hereto for any loss, but shall be binding on the Designated Lender cost, damage and expense arising out of their inability to the same extent as if actually signed by the institute any such proceeding against such Designated Lender. Borrower, Administrative Agent and This Section 12.3.3 shall survive the Banks may rely thereon without any requirement that the Designated Lender sign or acknowledge the same. No Designated Lender may assign or transfer all or any portion termination of its interest hereunder or under any other Loan Document, other than assignments to the Designating Lender which originally designated such Designated Lenderthis Agreement.

Designated Lender. Any Bank (other than an Affected Bank or a) Each Lender (each a Bank which is such solely because it is a Designated Lender) (each, a “"Designating Lender”") may at any time designate one (1) or more Designated Lender Lenders to fund Competitive Bid Rate Loans on behalf of such Advances which the Designating Lender is required to fund subject to the terms of this Section and the provisions in Section 12.05 shall not apply to such designation2.4. No Bank may designate Lender shall be entitled to make more than one (1) Designated Lendersuch designation. The parties to each such designation shall execute and deliver to the Administrative Agent Agent, for its acceptance acceptance, a Designation Agreement. Upon such its receipt of an appropriately completed Designation Agreement executed by a Designating Lender and a designee representing that it is a Designated Lender, the Administrative Agent will accept such Designation Agreement and give prompt notice thereof to the Borrower, whereupon, (i) from and after the “Effective Date” effective date specified in the Designation Agreement, the Designated Lender shall become a party to this Agreement with a right to make Competitive Bid Rate Loans Advances on behalf of its Designating Lender pursuant to Section 2.02 2.4 after the Borrower has accepted an offer to make the Competitive Bid Rate Quote of Advance (or a portion thereof) from the Designating Lender and (ii) the Designated Lender shall not be required to make payments with respect to any obligations in this Agreement except to the extent of excess cash flow of such Designated Lender which is not otherwise required to repay obligations of such Designated Lender which are then due and payable; provided, however, that regardless of such designation and assumption by the Designated Lender, the Designating Lender shall be and remain obligated to Borrower, Administrative Agent and the Banks for each and every of the obligations of the Designating Lender and its related Designated Lender with respect to this Agreement, including, without limitation, any indemnification obligations under Section 10.05. Each Designating Lender shall serve as the administrative agent of its the Designated Lender and shall on behalf of, and to the exclusion of, the Designated Lender (i) receive any and all payments made for the benefit of the Designated Lender and (ii) give and receive all communications and notices and take all actions hereunder, including, including without limitation, limitation votes, approvals, waivers waivers, consents and consents amendments under or relating to this Agreement and or the other Loan Documents. Any such notice, communication, vote, vote approval, waiver waiver, consent or consent amendment shall be signed by the Designating Lender as administrative agent for the Designated Lender and shall not be signed by the Designated Lender on its own behalf, but shall be binding on the Designated Lender to the same extent as if actually signed by the Designated Lender. The Borrower, the Administrative Agent and the Banks Lenders may rely thereon without any requirement that the Designated Lender sign or acknowledge the same. No Designated Lender may assign or transfer all or any portion of its interest hereunder or under any other Loan Document, other than assignments to the Designating Lender which originally designated such Designated Lender.

Designated Lender. Any Bank (other than an Affected Bank or a Bank which is such solely because it is a Designated Lender) (each, a “Designating Lender”) may at any time designate one (1) Designated Lender to fund Bid Rate Loans on behalf of such Designating Lender subject to the terms of this Section and the provisions in Section 12.05 shall not apply to such designation. No Bank may designate more than one (1) Designated Lender. The parties to each such designation shall execute and deliver to Administrative Agent for its acceptance a Designation Agreement. Upon such receipt of an appropriately completed Designation Agreement executed by a Designating Lender and a designee representing that it is a Designated Lender, Administrative Agent will accept such Designation Agreement and give prompt notice thereof thereto to Borrower, whereupon, (i) from and after the “"Effective Date” " specified in the Designation Agreement, the Designated Lender shall become a party to this Agreement with a right to make Bid Rate Loans on behalf of its Designating Lender pursuant to Section 2.02 after Borrower has accepted the Bid Rate Quote of the Designating Lender and (ii) the Designated Lender shall not be required to make payments with respect to any obligations in this Agreement except to the extent of excess cash flow of such Designated Lender which is not otherwise required to repay obligations of such Designated Lender which are then due and payable; provided, however, that regardless of such designation and assumption by the Designated Lender, the Designating Lender shall be and remain obligated to Borrower, Administrative Agent and the Banks for each and every of the obligations of the Designating Lender and its related Designated Lender with respect to this Agreement, including, without limitation, any indemnification obligations under Section 10.05. Each Designating Lender shall serve as the administrative agent of its Designated Lender and shall on behalf of, and to the exclusion of, the Designated Lender Lender: (i) receive any and all payments made for the benefit of the Designated Lender and (ii) give and receive all communications and notices and take all actions hereunder, including, without limitation, votes, approvals, waivers and consents under or relating to this Agreement and the other Loan Documents. Any such notice, communication, vote, approval, waiver or consent shall be signed by the Designating Lender as administrative agent for the Designated Lender and shall not be signed by the Designated Lender on its own behalf, but shall be binding on the Designated Lender to the same extent as if actually signed by the Designated Lender. Borrower, Administrative Agent and the Banks may rely thereon without any requirement that the Designated Lender sign or acknowledge the same. No Designated Lender may assign or transfer all or any portion of its interest hereunder or under any other Loan Document, other than assignments to the Designating Lender which originally designated such Designated Lender.

Designated Lender. Any Bank (other than i) Subject to the terms and conditions set forth in this Section 13.3(D), any Lender may from time to time elect to designate an Affected Bank Eligible Designee to provide all or any part of the Loans to be made by such Lender pursuant to this Agreement; provided that the designation of an Eligible Designee by any Lender for purposes of this Section 13.3(D) shall be subject to the approval of the Borrowers and the Administrative Agent (which consent shall not be unreasonably withheld or delayed). Upon the execution by the parties to each such designation of an agreement in the form of Exhibit L hereto (a Bank which is such solely because it is “Designation Agreement”) and the acceptance thereof by the Borrowers and the Administrative Agent, the Eligible Designee shall become a Designated Lender) (each, a “Lender for purposes of this Agreement. The Designating Lender”) may at any time designate one (1) Lender shall thereafter have the right to permit the Designated Lender to fund Bid Rate provide all or a portion of the Loans on behalf of such to be made by the Designating Lender subject pursuant to the terms of this Section Agreement and the provisions in Section 12.05 making of the Loans or portion thereof shall not apply to such designation. No Bank may designate more than one (1) Designated Lender. The parties to each such designation shall execute and deliver to Administrative Agent for its acceptance a Designation Agreement. Upon such receipt of an appropriately completed Designation Agreement executed by a Designating Lender and a designee representing that it is a Designated Lender, Administrative Agent will accept such Designation Agreement and give prompt notice thereof to Borrower, whereupon, (i) from and after satisfy the “Effective Date” specified in the Designation Agreement, the Designated Lender shall become a party to this Agreement with a right to make Bid Rate Loans on behalf of its Designating Lender pursuant to Section 2.02 after Borrower has accepted the Bid Rate Quote obligations of the Designating Lender to the same extent, and as if, such Loan was made by the Designating Lender. As to any Loan made by it, each Designated Lender shall have all the rights a Lender making such Loan would have under this Agreement and otherwise; provided, (x) that all voting rights under this Agreement shall be exercised solely by the Designating Lender, (y) each Designating Lender shall remain solely responsible to the other parties hereto for its obligations under this Agreement, including the obligations of a Lender in respect of Loans made by its Designated Lender and (iiz) no Designated Lender shall be entitled to reimbursement under Article IV hereof for any amount which would exceed the amount that would have been payable by the Borrowers to the Lender from which the Designated Lender obtained any interests hereunder. No additional Notes shall not be required to make payments with respect to any obligations in this Agreement except to the extent of excess cash flow of such Loans provided by a Designated Lender which is not otherwise required to repay obligations of such Designated Lender which are then due and payableLender; provided, however, that regardless of such designation and assumption by to the extent any Designated LenderLender shall advance funds, the Designating Lender shall be and remain obligated deemed to Borrower, Administrative Agent and hold the Banks Notes in its possession as an agent for each and every such Designated Lender to the extent of the obligations of the Designating Lender and its related Loan funded by such Designated Lender with respect to this Agreement, including, without limitation, any indemnification obligations under Section 10.05Lender. Each Such Designating Lender shall serve act as the administrative agent of for its Designated Lender and shall on behalf of, and to the exclusion of, the Designated Lender (i) receive any and all payments made for the benefit of the Designated Lender and (ii) give and receive all communications and notices and take all actions communications hereunder, including, without limitation, votes, approvals, waivers and consents under or relating to this Agreement and the other Loan Documents. Any such notice, communication, vote, approval, waiver or consent payments for the account of any Designated Lender shall be signed by the paid to its Designating Lender as administrative agent for the such Designated Lender and shall neither the Borrowers not be signed by the Designated Lender on its own behalf, but Administrative Agent shall be binding on the Designated Lender to the same extent as if actually signed by the Designated responsible for any Designating Lender’s application of such payments. BorrowerIn addition, Administrative Agent and the Banks may rely thereon without any requirement that the Designated Lender sign or acknowledge the same. No Designated Lender may (1) with notice to, but without the consent of the Borrowers and the Administrative Agent, assign or transfer all or any portion portions of its interest hereunder or under interests in any other Loan Document, other than assignments Loans to the its Designating Lender which originally designated or to any financial institution consented to by the Borrowers and the Administrative Agent providing liquidity and/or credit facilities to or for the account of such Designated Lender and (2) subject to advising any such Person that such information is to be treated as confidential in accordance with such Person’s customary practices for dealing with confidential, non-public information, disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any guarantee, surety or credit or liquidity enhancement to such Designated Lender.

Designated Lender. Any Bank (other than i) Subject to the terms and conditions set forth in this Section 14.3(D), any Lender may from time to time elect to designate an Affected Bank Eligible Designee to provide all or any part of the Loans to be made by such Lender pursuant to this Agreement; provided that the designation of an Eligible Designee by any Lender for purposes of this Section 14.3(D) shall be subject to the approval of the Administrative Agent (which consent shall not be unreasonably withheld or delayed). Upon the execution by the parties to each such designation of an agreement in the form of Exhibit L hereto (a Bank which is such solely because it is "DESIGNATION AGREEMENT") and the acceptance thereof by the Administrative Agent, the Eligible Designee shall become a Designated Lender) (each, a “Lender for purposes of this Agreement. The Designating Lender”) may at any time designate one (1) Lender shall thereafter have the right to permit the Designated Lender to fund Bid Rate provide all or a portion of the Loans on behalf of such to be made by the Designating Lender subject pursuant to the terms of this Section Agreement and the provisions in Section 12.05 making of the Loans or portion thereof shall not apply to such designation. No Bank may designate more than one (1) Designated Lender. The parties to each such designation shall execute and deliver to Administrative Agent for its acceptance a Designation Agreement. Upon such receipt of an appropriately completed Designation Agreement executed by a Designating Lender and a designee representing that it is a Designated Lender, Administrative Agent will accept such Designation Agreement and give prompt notice thereof to Borrower, whereupon, (i) from and after satisfy the “Effective Date” specified in the Designation Agreement, the Designated Lender shall become a party to this Agreement with a right to make Bid Rate Loans on behalf of its Designating Lender pursuant to Section 2.02 after Borrower has accepted the Bid Rate Quote obligations of the Designating Lender to the same extent, and as if, such Loan was made by the Designating Lender. As to any Loan made by it, each Designated Lender shall have all the rights a Lender making such Loan would have under this Agreement and otherwise; provided, (x) that all voting rights under this Agreement shall be exercised solely by the Designating Lender, (y) each Designating Lender shall remain solely responsible to the other parties hereto for its obligations under this Agreement, including the obligations of a Lender in respect of Loans made by its Designated Lender and (iiz) no Designated Lender shall be entitled to reimbursement under Article IV hereof for any amount which would exceed the amount that would have been payable by the Borrowers to the Lender from which the Designated Lender obtained any interests hereunder. No 103 additional Notes shall not be required to make payments with respect to any obligations in this Agreement except to the extent of excess cash flow of such Loans provided by a Designated Lender which is not otherwise required to repay obligations of such Designated Lender which are then due and payableLender; provided, however, that regardless of such designation and assumption by to the extent any Designated LenderLender shall advance funds, the Designating Lender shall be and remain obligated deemed to Borrower, Administrative Agent and hold the Banks Notes in its possession as an agent for each and every such Designated Lender to the extent of the obligations of the Designating Lender and its related Loan funded by such Designated Lender with respect to this Agreement, including, without limitation, any indemnification obligations under Section 10.05Lender. Each Such Designating Lender shall serve act as the administrative agent of for its Designated Lender and shall on behalf of, and to the exclusion of, the Designated Lender (i) receive any and all payments made for the benefit of the Designated Lender and (ii) give and receive all communications and notices and take all actions communications hereunder, including, without limitation, votes, approvals, waivers and consents under or relating to this Agreement and the other Loan Documents. Any such notice, communication, vote, approval, waiver or consent payments for the account of any Designated Lender shall be signed by the paid to its Designating Lender as administrative agent for the such Designated Lender and shall not be signed by neither the Designated Lender on its own behalf, but Borrowers nor the Administrative Agent shall be binding on the Designated Lender to the same extent as if actually signed by the Designated responsible for any Designating Lender's application of such payments. BorrowerIn addition, Administrative Agent and the Banks may rely thereon without any requirement that the Designated Lender sign or acknowledge the same. No Designated Lender may (1) with notice to, but without the consent of the Borrowers or the Administrative Agent, assign or transfer all or any portion portions of its interest hereunder or under interests in any other Loan Document, other than assignments Loans to the its Designating Lender which originally designated or to any financial institution consented to by the Administrative Agent providing liquidity and/or credit facilities to or for the account of such Designated Lender and (2) subject to advising any such Person that such information is to be treated as confidential in accordance with such Person's customary practices for dealing with confidential, non-public information, disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any guarantee, surety or credit or liquidity enhancement to such Designated Lender.

Designated Lender. Any Bank (other than an Affected Bank or a Bank which is such solely because it is a Designated Lender) (each, a “Designating Lender”) may at any time designate one (1) Designated Lender to fund Bid Rate Loans on behalf of such Designating Lender subject to the terms of this Section and the provisions in Section 12.05 12.04 shall not apply to such designation. No Bank may designate more than one (1) Designated Lender. The parties to each such designation shall execute and deliver to Administrative Agent for its acceptance a Designation Agreement. Upon such receipt of an appropriately completed Designation Agreement executed by a Designating Lender and a designee representing that it is a Designated Lender, Administrative Agent will accept such Designation Agreement and give prompt notice thereof to Borrower, whereupon, (i) from and after the “Effective Date” specified in the Designation Agreement, the Designated Lender shall become a party to this Agreement with a right to make Bid Rate Loans on behalf of its Designating Lender pursuant to Section 2.02 after Borrower has accepted the Bid Rate Quote of the Designating Lender and (ii) the Designated Lender shall not be required to make payments with respect to any obligations in this Agreement except to the extent of excess cash flow of such Designated Lender which is not otherwise required to repay obligations of such Designated Lender which are then due and payable; provided, however, that regardless of such designation and assumption by the Designated Lender, the Designating Lender shall be and remain obligated to Borrower, Administrative Agent and the Banks for each - 100 - and every of the obligations of the Designating Lender and its related Designated Lender with respect to this Agreement, including, without limitation, any indemnification obligations under Section 10.05. Each Designating Lender shall serve as the administrative agent of its Designated Lender and shall on behalf of, and to the exclusion of, the Designated Lender (i) receive any and all payments made for the benefit of the Designated Lender Xxxxxx and (ii) give and receive all communications and notices and take all actions hereunder, including, without limitation, votes, approvals, waivers and consents under or relating to this Agreement and the other Loan Documents. Any such notice, communication, vote, approval, waiver or consent shall be signed by the Designating Lender as administrative agent for the Designated Lender Xxxxxx and shall not be signed by the Designated Lender on its own behalf, but shall be binding on the Designated Lender to the same extent as if actually signed by the Designated Lender. Borrower, Administrative Agent and the Banks may rely thereon without any requirement that the Designated Lender sign or acknowledge the same. No Designated Lender may assign or transfer all or any portion of its interest hereunder or under any other Loan Document, other than assignments to the Designating Lender which originally designated such Designated Lender.

Designated Lender. Any Bank (other than an Affected Bank or a Bank which is such solely because it is a Designated Lender) (each, a “Designating Lender”) may at any time designate one (1) Designated Lender to fund Bid Rate Loans on behalf of such Designating Lender subject to the terms of this Section and the provisions in Section 12.05 shall not apply to such designation. No Bank may designate more than one (1) Designated Lender. The parties to each such designation shall execute and deliver to Administrative the Agent for its acceptance a Designation Agreement. Upon such receipt of an appropriately completed Designation Agreement executed by a Designating Lender and a designee representing that it is a Designated Lender, Administrative the Agent will accept such Designation Agreement and will give prompt notice thereof to the Borrower, whereupon, (i) the Borrower shall execute and deliver to the Designating Lender a Designated Lender Note payable to the order of the Designated Lender, (ii) from and after the “Effective Date” effective date specified in the Designation Agreement, the Designated Lender shall become a party to this Agreement with a right (subject to the provisions of Section 2.8(b)) to make Bid Rate Money Market Loans on behalf of its Designating Lender pursuant to Section 2.02 2.8 after the Borrower has accepted the Bid Rate Quote a Money Market Loan (or portion thereof) of the Designating Lender Lender, and (iiiii) the Designated Lender shall not be required to make payments with respect to any obligations in this Agreement except to the extent of excess cash flow of such Designated Lender which is not otherwise required to repay obligations of such Designated Lender which are then due and payable; provided, however, that regardless of such designation and assumption by the Designated Lender, the Designating Lender shall be and remain obligated to the Borrower, Administrative Agent and the Banks Lenders for each and every of the obligations obligation of the Designating Lender and its related Designated Lender with respect to this Agreement, including, without limitation, any indemnification obligations under Section 10.058.5 hereof and any sums otherwise payable to the Borrower by the Designated Lender. Each Designating Lender shall serve as the administrative agent of its the Designated Lender and shall on behalf of, and to the exclusion of, the Designated Lender Lender: (i1) receive any and all payments made for the benefit of the Designated Lender and (ii2) give and receive all communications and notices and take all actions hereunder, including, without limitation, votes, approvals, waivers waivers, consents and consents amendments under or relating to this Agreement and the other Loan Credit Documents. Any such notice, communication, vote, approval, waiver waiver, consent or consent amendment shall be signed by the Designating Lender as administrative agent for the Designated Lender and shall not be signed by the Designated Lender on its own behalf, but and shall be binding on upon the Designated Lender to the same extent as if actually signed by the Designated LenderLender on its own behalf. The Borrower, Administrative the Agent and the Banks Lenders may rely thereon without any requirement that the Designated Lender sign or acknowledge the same. No Designated Lender may assign or transfer all or any portion of its interest hereunder or under any other Loan Credit Document, other than assignments to the Designating Lender which originally designated such Designated LenderLender or otherwise in accordance with the provisions of Sections 10.5(b) and (c). The Agent and each Lender agrees that it will not institute against any Designated Lender or join any other Person in instituting against any Designated Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding under any federal or state bankruptcy or similar law, until the later to occur of (x) one year and one day after the payment in full of the latest maturing commercial paper note issued by such Designated Lender and (y) the Revolving Credit Termination Date.

Designated Lender. Any Bank (other than an Affected Bank or a Bank which is such solely because it is a Designated Lender) (each, a “"Designating Lender”") may at any time designate one (1) Designated Lender to fund Bid Rate Loans on behalf of such Designating Lender subject to the terms of this Section and the provisions in Section 12.05 shall not apply to such designation. No Bank may designate more than one (1) Designated Lender. The parties to each such designation shall execute and deliver to Administrative Agent for its acceptance a Designation Agreement. Upon such receipt of an appropriately completed Designation Agreement executed by a Designating Lender and a designee representing that it is a Designated Lender, Administrative Agent will accept such Designation Agreement and give prompt notice thereof to Borrower, whereupon, (i) from and after the “"Effective Date” " specified in the Designation Agreement, the Designated Lender shall become a party to this Agreement with a right to make Bid Rate Loans on behalf of its Designating Lender pursuant to Section 2.02 after Borrower has accepted the Bid Rate Quote of the Designating Lender and (ii) the Designated Lender shall not be required to make payments with respect to any obligations in this Agreement except to the extent of excess cash flow of such Designated Lender which is not otherwise required to repay obligations of such Designated Lender which are then due and payable; provided, however, that regardless of such designation and assumption by the Designated Lender, the Designating Lender shall be and remain obligated to Borrower, Administrative Agent and the Banks for each and every of the obligations of the Designating Lender and its related Designated Lender with respect to this Agreement, including, without limitation, any indemnification obligations under Section 10.05. Each Designating Lender shall serve as the administrative agent of its Designated Lender and shall on behalf of, and to the exclusion of, the Designated Lender (i) receive any and all payments made for the benefit of the Designated Lender and (ii) give and receive all communications and notices and take all actions hereunder, including, without limitation, votes, approvals, waivers and consents under or relating to this Agreement and the other Loan Documents. Any such notice, communication, vote, approval, waiver or consent shall be signed by the Designating Lender as administrative agent for the Designated Lender and shall not be signed by the Designated Lender on its own behalf, but shall be binding on the Designated Lender to the same extent as if actually signed by the Designated Lender. Borrower, Administrative Agent and the Banks may rely thereon without any requirement that the Designated Lender sign or acknowledge the same. No Designated Lender may assign or transfer all or any portion of its interest hereunder or under any other Loan Document, other than assignments to the Designating Lender which originally designated such Designated Lender.

Designated Lender. Any Bank (other than an Affected Bank or a Bank which is such solely because it is a Designated Lender) (each, a “"Designating Lender”") may at any time designate one (1) Designated Lender to fund Bid Rate Loans on behalf of such Designating Lender subject to the terms of this Section and the provisions in Section 12.05 shall not apply to such designation. No Bank may designate more than one (1) Designated Lender. The parties to each such designation shall execute and deliver to Administrative Agent for its acceptance a Designation Agreement. Upon such receipt of an appropriately completed Designation Agreement executed by a Designating Lender and a designee representing that it is a Designated Lender, Administrative Agent will accept such Designation Agreement and give prompt notice thereof to Borrower, whereupon, (i) from and after the “"Effective Date” " specified in the Designation Agreement, the Designated Lender shall become a party to this Agreement with a right to make Bid Rate Loans on behalf of its Designating Lender pursuant to Section 2.02 after Borrower has accepted the Bid Rate Quote of the Designating Lender and (ii) the Designated Lender shall not be required to make payments with respect to any obligations in this Agreement except to the extent of excess cash flow of such Designated Lender which is not otherwise required to repay obligations of such Designated Lender which are then due and payable; provided, however, that regardless of such designation and assumption by the Designated Lender, the Designating Lender shall be and remain obligated to Borrower, Administrative Agent and the Banks for each and every one of the obligations of the Designating Lender and its related Designated Lender with respect to this Agreement, including, without limitation, any indemnification obligations under Section 10.05. Each Designating Lender shall serve as the administrative agent of its Designated Lender and shall on behalf of, and to the exclusion of, the Designated Lender (i) receive any and all payments made for the benefit of the Designated Lender and (ii) give and receive all communications and notices and take all actions hereunder, including, without limitation, votes, approvals, waivers and consents under or relating to this Agreement and the other Loan Documents. Any such notice, communication, vote, approval, waiver or consent shall be signed by the Designating Lender as administrative agent for the Designated Lender and shall not be signed by the Designated Lender on its own behalf, but shall be binding on the Designated Lender to the same extent as if actually signed by the Designated Lender. Borrower, Administrative Agent and the Banks may rely thereon without any requirement that the Designated Lender sign or acknowledge the same. No Designated Lender may assign or transfer all or any portion of its interest hereunder or under any other Loan Document, other than assignments to the Designating Lender which originally designated such Designated Lender.

Designated Lender. Any Bank (other than an Affected Bank or a Bank which who is such solely because it is a Designated Lender) (each, a “"Designating Lender”") may at any time designate one (1) Designated Lender to fund Bid Rate Loans on behalf of such Designating Lender subject to the terms of this Section and the provisions in Section 12.05 shall not apply to such designation. No Bank may designate more than one (1) Designated Lender. The parties to each such designation shall execute and deliver to Administrative Agent for its acceptance a Designation Agreement. Upon such receipt of an appropriately completed Designation Agreement executed by a Designating Lender and a designee representing that it is a Designated Lender, Administrative Agent will accept such Designation Agreement and give prompt notice thereof thereto to Borrower, whereupon, (i) from and after the “"Effective Date” " specified in the Designation Agreement, the Designated Lender shall become a party to this Agreement with a right to make Bid Rate Loans on behalf of its Designating Lender pursuant to Section 2.02 after Borrower has accepted the Bid Rate Quote of the Designating Lender and (ii) the Designated Lender shall not be required to make payments with respect to any obligations in this Agreement except to the extent of excess cash flow of such Designated Lender which is not otherwise required to repay obligations of such Designated Lender which are then due and payable; provided, however, that regardless of such designation and assumption by the Designated Lender, the Designating Lender shall be and remain obligated to Borrower, Administrative Agent and the Banks for each and every of the obligations of the Designating Lender and its related Designated Lender with respect to this Agreement, including, without limitation, any 66 72 indemnification obligations under Section 10.05. Each Designating Lender shall serve as the administrative agent of its Designated Lender and shall on behalf of, and to the exclusion of, the Designated Lender Lender: (i) receive any and all payments made for the benefit of the Designated Lender and (ii) give and receive all communications and notices and take all actions hereunder, including, without limitation, votes, approvals, waivers and consents under or relating to this Agreement and the other Loan Documents. Any such notice, communication, vote, approval, waiver or consent shall be signed by the Designating Lender as administrative agent for the Designated Lender and shall not be signed by the Designated Lender on its own behalf, but shall be binding on the Designated Lender to the same extent as if actually signed by the Designated Lender. Borrower, Administrative Agent and the Banks may rely thereon without any requirement that the Designated Lender sign or acknowledge the same. No Designated Lender may assign or transfer all or any portion of its interest hereunder or under any other Loan Document, other than assignments to the Designating Lender which originally designated such Designated Lender.

Designated Lender. Any Bank (the election or other than an Affected Bank or a Bank which is such solely because it is determination that a Designated Lender) (each, a “Designating Lender”) may at Lender will make any time designate one (1) Designated Lender Advance nor any other condition or circumstance relating to fund Bid Rate Loans on behalf of such Designating Lender subject to the terms of this Section and the provisions in Section 12.05 shall not apply to such designation. No Bank may designate more than one (1) Designated Lender. The parties to each such designation shall execute and deliver to Administrative Agent for its acceptance a Designation Agreement. Upon such receipt of an appropriately completed Designation Agreement executed by a Designating Lender and a designee representing that it is a Designated Lender, Administrative Agent will accept such Designation Agreement and give prompt notice thereof to Borrower, whereupon, (i) from and after the “Effective Date” specified in the Designation Agreement, the Designated Lender shall become a party to this Agreement with a right to make Bid Rate Loans on behalf in any way release, diminish or otherwise affect the relevant Designating Lender's Commitment or any other of its Designating Lender pursuant to Section 2.02 after Borrower has accepted the Bid Rate Quote obligations hereunder or under any other Loan Document or any rights of the Designating Lender and (ii) the Designated Lender shall not be required to make payments with respect to any obligations in this Agreement except to the extent of excess cash flow of such Designated Lender which is not otherwise required to repay obligations of such Designated Lender which are then due and payable; provided, however, that regardless of such designation and assumption by the Designated Lender, the Designating Lender shall be and remain obligated to Borrower, Administrative any Agent and the Banks for each and every of the obligations of the Designating Lender and its related Designated or any Lender with respect to this Agreementsuch Designating Lender. The Borrower, includingthe Agents and the Lender Parties may, without limitationat their option, pursue remedies against any indemnification Designating Lender which arise out of any failure of its Designated Lender to perform such Designated Lender's obligations under Section 10.05this Agreement or any other Loan Document. Each Designating Lender shall serve as the administrative agent of and attorney in fact for its Designated Lender and shall on behalf of, and to the exclusion of, the of its Designated Lender Lender: (i) receive any and all payments made for the benefit of the such Designated Lender and (ii) give and receive all communications and notices and take all actions hereunder, including, without limitation, votes, approvals, waivers waivers, consents and consents amendments under or relating to this Agreement and the other Loan DocumentsDocuments to the extent, if any, such Designated Lender shall have any rights hereunder or thereunder. Any To the extent a Designated Lender shall have the right to receive or give any such notice, communication, vote, approval, waiver waiver, consent or consent amendment, it shall be signed by the its Designating Lender as administrative agent and attorney in fact for the such Designated Lender and shall need not be signed by the such Designated Lender on its his own behalf, but shall be binding on the Designated Lender to the same extent as if actually signed by the Designated Lender. The Borrower, Administrative Agent the Agents and the Banks Lender Parties may rely thereon without any requirement that the Designated Lender sign or acknowledge the same. No Notwithstanding anything to the contrary contained herein, no Designated Lender may assign or transfer all or any portion of its interest hereunder or under any other Loan Document, other than assignments via an assignment to the its Designating Lender which originally designated such Designated Lenderin accordance with the provisions of this Section 8.07.

Designated Lender. Any Bank (other than i) Subject to the terms and conditions set forth in this Section 14.3(D), any Lender may from time to time elect to designate an Affected Bank Eligible Designee to provide all or any part of the Loans to be made by such Lender pursuant to this Agreement; provided that the designation of an Eligible Designee by any Lender for purposes of this Section 14.3(D) shall be subject to the approval of the Administrative Agent (which consent shall not be unreasonably withheld or delayed). Upon the execution by the parties to each such designation of an agreement in the form of Exhibit J hereto (a Bank which is such solely because it is “Designation Agreement”) and the acceptance thereof by the Administrative Agent, the Eligible Designee shall become a Designated Lender) (each, a “Lender for purposes of this Agreement. The Designating Lender”) may at any time designate one (1) Lender shall thereafter have the right to permit the Designated Lender to fund Bid Rate provide all or a portion of the Loans on behalf of such to be made by the Designating Lender subject pursuant to the terms of this Section Agreement and the provisions in Section 12.05 making of the Loans or portion thereof shall not apply to such designation. No Bank may designate more than one (1) Designated Lender. The parties to each such designation shall execute and deliver to Administrative Agent for its acceptance a Designation Agreement. Upon such receipt of an appropriately completed Designation Agreement executed by a Designating Lender and a designee representing that it is a Designated Lender, Administrative Agent will accept such Designation Agreement and give prompt notice thereof to Borrower, whereupon, (i) from and after satisfy the “Effective Date” specified in the Designation Agreement, the Designated Lender shall become a party to this Agreement with a right to make Bid Rate Loans on behalf of its Designating Lender pursuant to Section 2.02 after Borrower has accepted the Bid Rate Quote obligations of the Designating Lender to the same extent, and as if, such Loan was made by the Designating Lender. As to any Loan made by it, each Designated Lender shall have all the rights a Lender making such Loan would have under this Agreement and otherwise; provided, (x) that all voting rights under this Agreement shall be exercised solely by the Designating Lender, (y) each Designating Lender shall remain solely responsible to the other parties hereto for its obligations under this Agreement, including the obligations of a Lender in respect of Loans made by its Designated Lender and (iiz) no Designated Lender shall be entitled to reimbursement under Article IV hereof for any amount which would exceed the amount that would have been payable by the Company or the Borrower to the Lender from which the Designated Lender obtained any interests hereunder. No additional Notes shall not be required to make payments with respect to any obligations in this Agreement except to the extent of excess cash flow of such Loans provided by a Designated Lender which is not otherwise required to repay obligations of such Designated Lender which are then due and payableLender; provided, however, that regardless of such designation and assumption by to the extent any Designated LenderLender shall advance funds, the Designating Lender shall be and remain obligated deemed to Borrower, Administrative Agent and hold the Banks Notes in its possession as an agent for each and every such Designated Lender to the extent of the obligations of the Designating Lender and its related Loan funded by such Designated Lender with respect to this Agreement, including, without limitation, any indemnification obligations under Section 10.05Lender. Each Such Designating Lender shall serve act as the administrative agent of for its Designated Lender and shall on behalf of, and to the exclusion of, the Designated Lender (i) receive any and all payments made for the benefit of the Designated Lender and (ii) give and receive all communications and notices and take all actions communications hereunder, including, without limitation, votes, approvals, waivers and consents under or relating to this Agreement and the other Loan Documents. Any such notice, communication, vote, approval, waiver or consent payments for the account of any Designated Lender shall be signed by the paid to its Designating Lender as administrative agent for the such Designated Lender and shall not be signed by none of the Designated Lender on its own behalfCompany, but the Borrower nor the Administrative Agent shall be binding on the Designated Lender to the same extent as if actually signed by the Designated responsible for any Designating Lender’s application of such payments. BorrowerIn addition, Administrative Agent and the Banks may rely thereon without any requirement that the Designated Lender sign or acknowledge the same. No Designated Lender may (1) with notice to, but without the consent of the Company, the Borrower or the Administrative Agent, assign or transfer all or any portion portions of its interest hereunder or under interests in any other Loan Document, other than assignments Loans to the its Designating Lender which originally designated or to any financial institution consented to by the Administrative Agent providing liquidity and/or credit facilities to or for the account of such Designated Lender and (2) subject to advising any such Person that such information is to be treated as confidential in accordance with such Person’s customary practices for dealing with confidential, non-public information, disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any guarantee, surety or credit or liquidity enhancement to such Designated Lender.

Designated Lender. Any Bank (other than i) Subject to the terms and conditions set forth in this Section 13.3(D), any Lender may from time to time elect to designate an Affected Bank Eligible Designee to provide all or any part of the Loans to be made by such Lender pursuant to this Agreement; provided that the designation of an Eligible Designee by any Lender for purposes of this Section 13.3(D) shall be subject to the approval of the Borrowers and the Administrative Agent (which consent shall not be unreasonably withheld or delayed). Upon the execution by the parties to each such designation of an agreement in the form of Exhibit L hereto (a Bank which is such solely because it is "DESIGNATION AGREEMENT") and the acceptance thereof by the Borrowers and the Administrative Agent, the Eligible Designee shall become a Designated Lender) (each, a “Lender for purposes of this Agreement. The Designating Lender”) may at any time designate one (1) Lender shall thereafter have the right to permit the Designated Lender to fund Bid Rate provide all or a portion of the Loans on behalf of such to be made by the Designating Lender subject pursuant to the terms of this Section Agreement and the provisions in Section 12.05 making of the Loans or portion thereof shall not apply to such designation. No Bank may designate more than one (1) Designated Lender. The parties to each such designation shall execute and deliver to Administrative Agent for its acceptance a Designation Agreement. Upon such receipt of an appropriately completed Designation Agreement executed by a Designating Lender and a designee representing that it is a Designated Lender, Administrative Agent will accept such Designation Agreement and give prompt notice thereof to Borrower, whereupon, (i) from and after satisfy the “Effective Date” specified in the Designation Agreement, the Designated Lender shall become a party to this Agreement with a right to make Bid Rate Loans on behalf of its Designating Lender pursuant to Section 2.02 after Borrower has accepted the Bid Rate Quote obligations of the Designating Lender to the same extent, and as if, such Loan was made by the Designating Lender. As to any Loan made by it, each Designated Lender shall have all the rights a Lender making such Loan would have under this Agreement and otherwise; provided, (x) that all voting rights under this Agreement shall be exercised solely by the Designating Lender, (y) each Designating Lender shall remain solely responsible to the other parties hereto for its obligations under this Agreement, including the obligations of a Lender in respect of Loans made by its Designated Lender and (iiz) no Designated Lender shall be entitled to reimbursement under Article IV hereof for any amount which would exceed the amount that would have been payable by the Borrowers to the Lender from which the Designated Lender obtained any interests hereunder. No additional Notes shall not be required to make payments with respect to any obligations in this Agreement except to the extent of excess cash flow of such Loans provided by a Designated Lender which is not otherwise required to repay obligations of such Designated Lender which are then due and payableLender; provided, however, that regardless of such designation and assumption by to the extent any Designated LenderLender shall advance funds, the Designating Lender shall be and remain obligated deemed to Borrower, Administrative Agent and hold the Banks Notes in its possession as an agent for each and every such Designated Lender to the extent of the obligations of the Designating Lender and its related Loan funded by such Designated Lender with respect to this Agreement, including, without limitation, any indemnification obligations under Section 10.05Lender. Each Such Designating Lender shall serve act as the administrative agent of for its Designated Lender and shall on behalf of, and to the exclusion of, the Designated Lender (i) receive any and all payments made for the benefit of the Designated Lender and (ii) give and receive all communications and notices and take all actions communications hereunder, including, without limitation, votes, approvals, waivers and consents under or relating to this Agreement and the other Loan Documents. Any such notice, communication, vote, approval, waiver or consent payments for the account of any Designated Lender shall be signed by the paid to its Designating Lender as administrative agent for the such Designated Lender and shall neither the Borrowers not be signed by the Designated Lender on its own behalf, but Administrative Agent shall be binding on the Designated Lender to the same extent as if actually signed by the Designated responsible for any Designating Lender's application of such payments. BorrowerIn addition, Administrative Agent and the Banks may rely thereon without any requirement that the Designated Lender sign or acknowledge the same. No Designated Lender may (1) with notice to, but without the consent of the Borrowers and the Administrative Agent, assign or transfer all or any portion portions of its interest hereunder or under interests in any other Loan Document, other than assignments Loans to the its Designating Lender which originally designated or to any financial institution consented to by the Borrowers and the Administrative Agent providing liquidity and/or credit facilities to or for the account of such Designated Lender and (2) subject to advising any such Person that such information is to be treated as confidential in accordance with such Person's customary practices for dealing with confidential, non-public information, disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any guarantee, surety or credit or liquidity enhancement to such Designated Lender.

Designated Lender. Any Bank (other than an Affected Bank or a Bank which is such solely because it is a Designated Lender) (each, a “Designating Lender”) may at any time designate one (1) Designated Lender to fund Bid Rate Loans on behalf of such Designating Lender subject to the terms of this Section and the provisions in Section 12.05 shall not apply to such designation. No Bank may designate more than one (1) Designated Lender. The parties to each such designation shall execute and deliver to Administrative Agent for its acceptance a Designation Agreement. Upon such receipt of an appropriately completed Designation Agreement executed by a Designating Lender and a designee representing that it is a Designated Lender, Administrative Agent will accept such Designation Agreement and give prompt notice thereof to Borrower, whereupon, (i) from and after the “Effective Date” specified in the Designation Agreement, the Designated Lender shall become a party to this Agreement with a right to make Bid Rate Loans on behalf of its Designating Lender pursuant to Section 2.02 after Borrower has accepted the Bid Rate Quote of the Designating Lender and (ii) the Designated Lender shall not be required to make payments with respect to any obligations in this Agreement except to the extent of excess cash flow of such Designated Lender which is not otherwise required to repay obligations of such Designated Lender which are then due and payable; provided, however, that regardless of such designation and assumption by the Designated Lender, the Designating Lender shall be and remain obligated to Borrower, Administrative Agent and the Banks for each and every of the obligations of the Designating Lender and ​ its related Designated Lender with respect to this Agreement, including, without limitation, any indemnification obligations under Section 10.05. Each Designating Lender shall serve as the administrative agent of its Designated Lender and shall on behalf of, and to the exclusion of, the Designated Lender (i) receive any and all payments made for the benefit of the Designated Lender and (ii) give and receive all communications and notices and take all actions hereunder, including, without limitation, votes, approvals, waivers and consents under or relating to this Agreement and the other Loan Documents. Any such notice, communication, vote, approval, waiver or consent shall be signed by the Designating Lender as administrative agent for the Designated Lender and shall not be signed by the Designated Lender on its own behalf, but shall be binding on the Designated Lender to the same extent as if actually signed by the Designated Lender. Borrower, Administrative Agent and the Banks may rely thereon without any requirement that the Designated Lender sign or acknowledge the same. No Designated Lender may assign or transfer all or any portion of its interest hereunder or under any other Loan Document, other than assignments to the Designating Lender which originally designated such Designated Lender.

Designated Lender. Any Bank (other than an Affected Bank or a Bank which is such solely because it is a Designated Lender) (each, a “"Designating Lender”") may at any time designate one (1) Designated Lender to fund Bid Rate Loans on behalf of such Designating Lender subject to the terms of this Section and the provisions in Section 12.05 shall not apply to such designation. No Bank may designate more than one (1) Designated Lender. The parties to each such designation shall execute and deliver to Administrative Agent for its acceptance a Designation Agreement. Upon such receipt of an appropriately completed Designation Agreement executed by a Designating Lender and a designee representing that it is a Designated Lender, Administrative Agent will accept such Designation Agreement and give prompt notice thereof thereto to Borrower, whereupon, (i) from and after the “"Effective Date” " specified in the Designation Agreement, the Designated Lender shall become a party to this Agreement with a right to make Bid Rate Loans on behalf of its Designating Lender pursuant to Section 2.02 after Borrower has accepted the Bid Rate Quote of the Designating Lender and (ii) the Designated Lender shall not be required to make payments with respect to any obligations in this Agreement except to the extent of excess cash flow of such Designated Lender which is not otherwise required to repay obligations of such Designated Lender which are then due and payable; provided, however, that regardless of such designation and assumption by the Designated Lender, the Designating Lender shall be and remain obligated to Borrower, Administrative Agent and the Banks for each and every of the obligations of the Designating Lender and its related Designated Lender with respect to this Agreement, including, without limitation, any indemnification obligations under Section 10.05. Each Designating Lender shall serve as the administrative agent of its Designated Lender and shall on behalf of, and to the exclusion of, the Designated Lender Lender: (i) receive any and all payments made for the benefit of the Designated Lender and (ii) give and receive all communications and notices and take all actions hereunder, including, without limitation, votes, approvals, waivers and consents under or relating to this Agreement and the other Loan Documents. Any such notice, communication, vote, approval, waiver or consent shall be signed by the Designating Lender as administrative agent for the Designated Lender and shall not be signed by the Designated Lender on its own behalf, but shall be binding on the Designated Lender to the same extent as if actually signed by the Designated Lender. Borrower, Administrative Agent and the Banks may rely thereon without any requirement that the Designated Lender sign or acknowledge the same. No Designated Lender may assign or transfer all or any portion of its interest hereunder or under any other Loan Document, other than assignments to the Designating Lender which originally designated such Designated Lender.

Designated Lender. Any (i) Subject to the terms and conditions set forth in this Section 9.06, any Bank may from time to time elect to designate an Eligible Designee to provide all or any part of the Loans to be made by such Bank pursuant to this Agreement; provided the designation of an Eligible Designee by any Bank for purposes of this Section 9.06 shall be subject to the approval of the Borrowers and the Agent (other than which consents shall not be unreasonably withheld or delayed). Upon the execution by the parties to each such designation of an Affected Bank or agreement in the form of Exhibit E hereto (a Bank which is such solely because it is "Designation Agreement") and the acceptance thereof by the Borrowers and the Agent, the Eligible Designee shall become a Designated Lender) (each, a “Lender for purposes of this Agreement. The Designating Lender”) may at any time designate one (1) Lender shall thereafter have the right to permit the Designated Lender to fund Bid Rate provide all or a portion of the Loans on behalf of such to be made by the Designating Lender subject pursuant to the terms of this Section 45 SIDLEY XXXXXX XXXXX & XXXX Agreement and the provisions in Section 12.05 making of such Loans or portion thereof shall not apply satisfy the obligation of the Designating Lender to the same extent, and as if, such designation. No Bank may designate more than one (1) Designated Loan was made by the Designating Lender. The parties As to any Loan made by it, each such designation shall execute and deliver to Administrative Agent for its acceptance a Designation Agreement. Upon such receipt of an appropriately completed Designation Agreement executed by a Designating Lender and a designee representing that it is a Designated Lender, Administrative Agent will accept such Designation Agreement and give prompt notice thereof to Borrower, whereupon, (i) from and after the “Effective Date” specified in the Designation Agreement, the Designated Lender shall become have all the rights a party to Bank making such Loan would have under this Agreement with a right to make Bid Rate Loans on behalf of its Designating Lender pursuant to Section 2.02 after Borrower has accepted the Bid Rate Quote of and otherwise; provided, (x) that all voting rights under this Agreement shall be exercised solely by the Designating Lender and (iiy) the Designated each Designating Lender shall not remain solely responsible to the other parties hereto for its obligations under this Agreement, including the obligations of a Bank in respect of Loans made by its Designated Lender. No additional Notes shall be required to make payments with respect to any obligations in this Agreement except to the extent of excess cash flow of such Loans provided by a Designated Lender which is not otherwise required to repay obligations of such Designated Lender which are then due and payableLender; provided, however, that regardless of such designation and assumption by to the extent any Designated LenderLender shall advance funds, the Designating Lender shall be and remain obligated deemed to Borrower, Administrative Agent and hold the Banks Notes in its possession as an agent for each and every such Designated Lender to the extent of the obligations of the Designating Lender and its related Loan funded by such Designated Lender; provided, further, that any Designated Lender may request a Note in accordance with respect to this Agreement, including, without limitation, any indemnification obligations under Section 10.052.05(D). Each Such Designating Lender shall serve act as the administrative agent of for its Designated Lender and shall on behalf of, give and to receive notices and communications hereunder. Any payments for the exclusion of, the account of any Designated Lender shall be paid to its Designating Lender as administrative agent for such Designated Lender and neither the Borrowers nor the Agent shall be responsible for any Designating Lender's application of any such payments. In addition, any Designated Lender may (i) receive with notice to, but without the consent of the Borrowers and the Agent, assign all or portions of its interests in any Loans to its Designating Lender or to any financial institution consented to by the Borrowers and all payments made the Agent providing liquidity and/or credit facilities to or for the benefit account of the such Designated Lender and (ii) give and receive all communications and notices and take all actions hereundersubject to advising any such Person that such information is to be treated as confidential in accordance with such Person's customary practices for dealing with confidential, includingnon-public information, without limitation, votes, approvals, waivers and consents under or disclose on a confidential basis any non-public information relating to this Agreement and the other Loan Documents. Any such noticeits Loans to any rating agency, communicationcommercial paper dealer or provider of any guarantee, vote, approval, waiver surety or consent shall be signed by the Designating Lender as administrative agent for the Designated Lender and shall not be signed by the Designated Lender on its own behalf, but shall be binding on the Designated Lender credit or liquidity enhancement to the same extent as if actually signed by the Designated Lender. Borrower, Administrative Agent and the Banks may rely thereon without any requirement that the Designated Lender sign or acknowledge the same. No Designated Lender may assign or transfer all or any portion of its interest hereunder or under any other Loan Document, other than assignments to the Designating Lender which originally designated such Designated Lender.

Designated Lender. Any Bank (other than an Affected Bank or a Bank which is such solely because it is a Designated Lender) (each, a “Designating Lender”) may at any time designate one (1) Designated Lender to fund Bid Rate Loans on behalf of such Designating Lender subject to the terms of this Section and the provisions in Section 12.05 shall not apply to such designation. No Bank may designate more than one (1) Designated Lender. The parties to each such designation shall execute and deliver to Administrative the Lead Agent for its acceptance a Designation Agreement. Upon such receipt of an appropriately completed Designation Agreement executed by a Designating Lender Xxxxxx and a designee representing that it is a Designated Lender, Administrative the Lead Agent will accept such Designation Agreement and will give prompt notice thereof to the Borrower, whereupon, (i) the Borrower shall execute and deliver to the Designating Bank a Designated Lender Note payable to the order of the Designated Lender, (ii) from and after the “Effective Date” effective date specified in the Designation Agreement, the Designated Lender shall become a party to this Agreement with a right (subject to the provisions of Section 2.3(b)) to make Bid Rate Money Market Loans on behalf of its Designating Lender pursuant to Section 2.02 2.3 after the Borrower has accepted the Bid Rate Quote a Money Market Loan (or portion thereof) of the Designating Lender (but before such Money Market Loan has been made), and (iiiii) the Designated Lender shall not be required to make payments with respect to any obligations in this Agreement except to the extent of excess cash flow of such Designated Lender which is not otherwise required to repay obligations of such Designated Lender which are then due and payable; provided, however, that regardless of such designation and assumption by the Designated Lender, the Designating Lender shall be and remain obligated to the Borrower, Administrative Agent the Co-Agents and the Banks for each and every of the obligations of the Designating Lender and its related Designated Lender with respect to this Agreement, including, without limitation, any indemnification obligations under Section 10.057.6 hereof and any sums otherwise payable to the Borrower by the Designated Lender. Each Designating Lender shall serve as the administrative agent of its the Designated Lender Xxxxxx and shall on behalf of, and to the exclusion of, the Designated Lender Lender: (i) receive any and all payments made for the benefit of the Designated Lender Xxxxxx and (ii) give and receive all communications and notices and take all actions hereunder, including, without limitation, votes, approvals, waivers waivers, consents and consents amendments under or relating to this Agreement and the other Loan Documents. Any such notice, communication, vote, approval, waiver waiver, consent or consent amendment shall be signed by the Designating Lender as administrative agent for the Designated Lender and shall not be signed by the Designated Lender on its own behalf, but behalf and shall be binding on upon the Designated Lender to the same extent as if actually signed by the Designated LenderLender on its own behalf. The Borrower, Administrative Agent the Lead Agent, the Co-Agents and the Banks may rely thereon without any requirement that the Designated Lender sign or acknowledge the same. No Designated Lender may assign or transfer all or any portion of its interest hereunder or under any other Loan Document, other than assignments to the Designating Lender which originally designated such Designated LenderLender or otherwise in accordance with the provisions of Section 9.6 (b) and (c).

Designated Lender. Any Bank (other than an Affected Bank or a Bank which is such solely because it is a Designated Lender) (each, a “Designating Lender”) may at any time designate one (1) Designated Lender to fund Bid Rate Loans on behalf of such Designating Lender subject to the terms of this Section and the provisions in Section 12.05 shall not apply to such designation. No Bank may designate more than one (1) Designated Lender. The parties to each such designation shall execute and deliver to Administrative Agent the Co-Managing Agents for its their acceptance a Designation Agreement. Upon such receipt of an appropriately completed Designation Agreement executed by a Designating Lender and a designee representing that it is a Designated Lender, Administrative Agent the Co-Managing Agents will accept such Designation Agreement and the Fleet Agent will give prompt notice thereof to the Borrower, whereupon, (i) the Borrower shall execute and deliver to the Designating Bank a Designated Lender Note payable to the order of the Designated Lender, (ii) from and after the “Effective Date” effective date specified in the Designation Agreement, the Designated Lender shall become a party to this Agreement with a right to make Bid Rate Money Market Loans on behalf of its Designating Lender pursuant to Section 2.02 2.3 after the Borrower has accepted the Bid Rate Quote a Money Market Loan (or portion thereof) of the Designating Lender Lender, and (iiiii) the Designated Lender shall not be required to make payments with respect to any obligations in this Agreement except to the extent of excess cash flow of such Designated Lender which is not otherwise required to repay obligations of such Designated Lender which are then due and payable; provided, however, that regardless of such designation and assumption by the Designated Lender, the Designating Lender shall be and remain obligated to the Borrower, Administrative Agent the Co-Agents and the Banks for each and every of the obligations of the Designating Lender and its related Designated Lender with respect to this Agreement, including, without limitation, 124 131 any indemnification obligations under Section 10.057.6 hereof and any sums otherwise payable to the Borrower by the Designated Lender. Each Designating Lender shall serve as the administrative agent of its the Designated Lender and shall on behalf of, and to the exclusion of, of the Designated Lender Lender: (i) receive any and all payments made for the benefit of the Designated Lender and (ii) give and receive all communications and notices and take all actions hereunder, including, without limitation, votes, approvals, waivers waivers, consents and consents amendments under or relating to this Agreement and the other Loan Documents. Any such notice, communication, vote, approval, waiver waiver, consent or consent amendment shall be signed by the Designating Lender as administrative agent for the Designated Lender and shall not be signed by the Designated Lender on its own behalf, but shall be binding on the Designated Lender to the same extent as if actually signed by the Designated Lender. The Borrower, Administrative Agent the Co-Managing Agents and the Banks may rely thereon without any requirement that the Designated Lender sign or acknowledge the same. No Designated Lender may assign or transfer all or any portion of its interest hereunder or under any other Loan Document, other than assignments to the Designating Lender which originally designated such Designated LenderLender or otherwise in accordance with the provisions of Section 9.6 (b) and (c).

Designated Lender. Any Bank (other than an Affected Bank or a Bank which is such solely because it is a Designated Lender) (each, a “Designating Lender”) may at any time designate one (1) Designated Lender to fund Bid Rate Loans on behalf of such Designating Lender subject to the terms of this Section and the provisions in Section 12.05 shall not apply to such designation. No Bank may designate more than one (1) Designated Lender. The parties to each such designation shall execute and deliver to Administrative the Lead Agent for its acceptance a Designation Agreement. Upon such receipt of an appropriately completed Designation Agreement executed by a Designating Lender and a designee representing that it is a Designated Lender, Administrative the Lead Agent will accept such Designation Agreement and will give prompt notice thereof to the Borrower, whereupon, (i) the Borrower shall execute and deliver to the Designating Bank a Designated Lender Note payable to the order of the Designated Lender, (ii) from and after the “Effective Date” effective date specified in the Designation Agreement, the Designated Lender shall become a party to this Agreement with a right (subject to the provisions of Section 2.3(b)) to make Bid Rate Money Market Loans on behalf of its Designating Lender pursuant to Section 2.02 2.3 after the Borrower has accepted the Bid Rate Quote a Money Market Loan (or portion thereof) of the Designating Lender Lender, and (iiiii) the Designated Lender shall not be required to make payments with respect to any obligations in this Agreement except to the extent of excess cash flow of such Designated Lender which is not otherwise required to repay obligations of such Designated Lender which are then due and payable; provided, however, that regardless of such designation and assumption by the Designated Lender, the Designating Lender shall be and remain obligated to Borrower, Administrative Agent the Borrower and the Banks for each and every of the obligations of the Designating Lender and its related Designated Lender with respect to this Agreement, including, without limitation, any indemnification obligations under Section 10.057.6 hereof and any sums otherwise payable to the Borrower by the Designated Lender. Each Designating Lender shall serve as the administrative agent of its the Designated Lender Xxxxxx and shall on behalf of, and to the exclusion of, the Designated Lender Lender: (i) receive any and all payments made for the benefit of the Designated Lender Xxxxxx and (ii) give and receive all communications and notices and take all actions hereunder, including, without limitation, votes, approvals, waivers waivers, consents and consents amendments under or relating to this Agreement and the other Loan Documents. Any such notice, communication, vote, approval, waiver waiver, consent or consent amendment shall be signed by the Designating Lender as administrative agent for the Designated Lender and shall not be signed by the Designated Lender on its own behalf, but behalf and shall be binding on upon the Designated Lender to the same extent as if actually signed by the Designated LenderLender on its own behalf. The Borrower, Administrative Agent the Lead Agent, and the Banks may rely thereon without any requirement that the Designated Lender sign or acknowledge the same. No Designated Lender may assign or transfer all or any portion of its interest hereunder or under any other Loan Document, other than assignments to the Designating Lender which originally designated such Designated LenderLender or otherwise in accordance with the provisions of Section 9.6(b) and (c).

Designated Lender. Any Bank (other than an Affected Bank or a Bank which is such solely because it is a Designated Lender) (each, a “Designating Lender”) may at any time designate one (1) Designated Lender to fund Bid Rate Loans on behalf of such Designating Lender subject to the terms of this Section and the provisions in Section 12.05 shall not apply to such designation. No Bank may designate more than one (1) Designated Lender. The parties to each such designation shall execute and deliver to Administrative Agent for its acceptance a Designation Agreement. Upon such receipt of an appropriately completed Designation Agreement executed by a Designating Lender and a designee representing that it is a Designated Lender, Administrative Agent will accept such Designation Agreement and give prompt notice thereof to Borrower, whereupon, (i) from and after the “Effective Date” specified in the Designation Agreement, the Designated Lender shall become a party to this Agreement with a right to make Bid Rate Loans on behalf of its Designating Lender pursuant to Section 2.02 after Borrower has accepted the Bid Rate Quote of the Designating Lender and (ii) the Designated Lender shall not be required to make payments with respect to any obligations in this Agreement except to the extent of excess cash flow of such Designated Lender which is not otherwise required to repay obligations of such Designated Lender which are then due and payable; provided, however, that regardless of such designation and assumption by the Designated Lender, the Designating Lender shall be and remain obligated to Borrower, Administrative Agent and the Banks for each and every of the obligations of the Designating Lender and its related Designated Lender with respect to this Agreement, including, without limitation, any indemnification obligations under Section 10.05. Each Designating Lender shall serve as the administrative agent of its Designated Lender and shall on behalf of, and to the exclusion of, the Designated Lender (i) receive any and all payments made for the benefit of the Designated Lender and (ii) give and receive all communications and notices and take all actions hereunder, including, without limitation, votes, approvals, waivers and consents under or relating to this Agreement and the other Loan Documents. Any such notice, communication, vote, approval, waiver or consent shall be signed by the Designating Lender as administrative agent for the Designated Lender and shall not be signed by the Designated Lender on its own behalf, but shall be binding on the Designated Lender to the same extent as if actually signed by the Designated Lender. Borrower, Administrative Agent and the Banks may rely thereon without any requirement that the Designated Lender sign or acknowledge the same. No Designated Lender may assign or transfer all or any portion of its interest hereunder or under any other Loan Document, other than assignments to the Designating Lender which originally designated such Designated Lender.. 146

Designated Lender. Any Bank (other than an Affected Bank or a Bank which is such solely because it is a Designated Lender) (each, a “Designating Lender”) may at any time designate one (1) Designated Lender to fund Bid Rate Loans on behalf of such Designating Lender subject to the terms of this Section and the provisions in Section 12.05 shall not apply to such designation. No Bank may designate more than one (1) Designated Lender. The parties to each such designation shall execute and deliver to Administrative the Agent for its acceptance a Designation Agreement. Upon such receipt of an appropriately completed Designation Agreement executed by a Designating Lender and a designee representing that it is a Designated Lender, Administrative the Agent will accept such Designation Agreement and will give prompt notice thereof to the Borrower, whereupon, (i) the Borrower shall execute and deliver to the Designating Bank a Designated Lender Note payable to the order of the Designated Lender, (ii) from and after the “Effective Date” effective date specified in the Designation Agreement, the Designated Lender shall become a party to this Agreement with a right (subject to the provisions of Section 2.03(b)) to make Bid Rate Money Market Loans on behalf of its Designating Lender pursuant to Section 2.02 2.03 after the Borrower has accepted the Bid Rate Quote a Money Market Loan (or portion thereof) of the Designating Lender Lender, and (iiiii) the Designated Lender shall not be required to make payments with respect to any obligations in this Agreement except to the extent of excess cash flow of such Designated Lender which is not otherwise required to repay obligations of such Designated Lender which are then due and payable; provided, however, that regardless of such designation and assumption by the Designated Lender, the Designating Lender shall be and remain obligated to the Borrower, Administrative Agent and the Banks for each and every of the obligations obligation of the Designating Lender and its related Designated Lender with respect to this Agreement, including, without limitation, any indemnification obligations under Section 10.057.06 hereof and any sums otherwise payable to the Borrower by the Designated Lender. Each Designating Lender shall serve as the administrative agent of its the Designated Lender and shall on behalf of, and to the exclusion of, the Designated Lender Lender: (i) receive any and all payments made for the benefit of the Designated Lender and (ii) give and receive all communications and notices and take all actions hereunder, including, without limitation, votes, approvals, waivers waivers, consents and consents amendments under or relating to this Agreement and the other Loan Documents. Any such notice, communication, vote, approval, waiver waiver, consent or consent amendment shall be signed by the Designating Lender as administrative agent for the Designated Lender and shall not be signed by the Designated Lender on its own behalf, but behalf and shall be binding on upon the Designated Lender to the same extent as if actually signed by the Designated LenderLender on its own behalf. The Borrower, Administrative the Agent and the Banks may rely thereon without any requirement that the Designated Lender sign or acknowledge the same. No Designated Lender may assign or transfer all or any portion of its interest hereunder or under any other Loan Document, other than assignments to the Designating Lender which originally designated such Designated LenderLender or otherwise in accordance with the provisions of Section 9.06(b) and (c).

Designated Lender. Any Bank (other than an Affected Bank or a Bank which who is such solely because it is a Designated Lender) (each, a “"Designating Lender”") may at any time designate one (1) Designated Lender to fund Bid Rate Loans on behalf of such Designating Lender subject to the terms of this Section and the provisions in Section 12.05 shall not apply to such designation. No Bank may designate more than one (1) Designated Lender. The parties to each such designation shall execute and deliver to Administrative Agent for its acceptance a Designation Agreement. Upon such receipt of an appropriately completed Designation Agreement executed by a Designating Lender and a designee representing that it is a Designated Lender, Administrative Agent will accept such Designation Agreement and give prompt notice thereof thereto to Borrower, whereupon, (i) from and after the “"Effective Date” " specified in the Designation Agreement, the Designated Lender shall become a party to this Agreement with a right to make Bid Rate Loans on behalf of its Designating Lender pursuant to Section 2.02 after Borrower has accepted the Bid Rate Quote of the Designating Lender and (ii) the Designated Lender shall not be required to make payments with respect to any obligations in this Agreement except to the extent of excess cash flow of such Designated Lender which is not otherwise 60 66 required to repay obligations of such Designated Lender which are then due and payable; provided, however, that regardless of such designation and assumption by the Designated Lender, the Designating Lender shall be and remain obligated to Borrower, Administrative Agent and the Banks for each and every of the obligations of the Designating Lender and its related Designated Lender with respect to this Agreement, including, without limitation, any indemnification obligations under Section 10.05. Each Designating Lender shall serve as the administrative agent of its Designated Lender and shall on behalf of, and to the exclusion of, the Designated Lender Lender: (i) receive any and all payments made for the benefit of the Designated Lender and (ii) give and receive all communications and notices and take all actions hereunder, including, without limitation, votes, approvals, waivers and consents under or relating to this Agreement and the other Loan Documents. Any such notice, communication, vote, approval, waiver or consent shall be signed by the Designating Lender as administrative agent for the Designated Lender and shall not be signed by the Designated Lender on its own behalf, but shall be binding on the Designated Lender to the same extent as if actually signed by the Designated Lender. Borrower, Administrative Agent and the Banks may rely thereon without any requirement that the Designated Lender sign or acknowledge the same. No Designated Lender may assign or transfer all or any portion of its interest hereunder or under any other Loan Document, other than assignments to the Designating Lender which originally designated such Designated Lender.

Designated Lender. Any Bank (other than an Affected Bank or a Bank which is such solely because it is a Designated Lender) (each, a “Designating Lender”) Lender may at any time designate not more than one (1) Designated Lender to fund Bid Rate Committed Revolving Loans and/or Competitive Loans on behalf of such Designating Lender subject to the terms of this Section 11.3(e) and the provisions in of Section 12.05 11.3(b) hereof shall not apply to such designation; provided that each Designated Lender which is a non-U.S. Lender shall comply with all of the provisions of Section 3.9 hereof. No Bank Lender may designate have more than one (1) Designated Lender at any time. Such designation may occur either by the execution of the signature pages hereof by such Lender and Designated Lender next to the appropriate "Designating Lender" and "Designated Lender" captions, or by execution by such parties of a Designation Agreement subsequent to the date hereof; provided, that any Lender and its Designated Lender executing the signature pages hereof as "Designating Lender" and "Designated Lender," respectively, on the date hereof shall be deemed to have executed a Designation Agreement, and shall be bound by the respective representations, warranties and covenants contained therein, and such designation shall be conclusively deemed to be accepted by the Borrowers and the Agent. The parties to each such designation occurring subsequent to the execution date hereof shall execute and deliver to Administrative the Agent and the Borrowers for its their acceptance a Designation Agreement. Upon such receipt of an appropriately completed Designation Agreement executed by a Designating Lender and a designee representing that it is a Designated LenderLender and consented to by the Borrowers, Administrative the Agent will accept such Designation Agreement and will give prompt notice thereof to Borrowerthe Borrowers and the other Lenders, whereupon, (i) from and after the “Effective Date” effective date specified in the Designation Agreement, the Designated Lender shall become a party to this Credit Agreement with a right to make Bid Rate Committed Revolving Loans and Competitive Loans on behalf of its Designating Lender pursuant to Section 2.02 after Borrower has accepted Sections 2.1 and 2.4, respectively, (ii) if so requested by such Designated Lender, the Bid Rate Quote of Borrowers shall execute and deliver to such Designated Lender a promissory note in accordance with the Designating Lender terms hereof, and (iiiii) the Designated Lender shall not be required to make payments with respect to any obligations and liabilities in this Credit Agreement except to the extent of excess cash flow of such Designated Lender which is not otherwise required to repay obligations of such Designated Lender which are then due and payable; provided, however, that regardless of such designation and assumption by the Designated Lender, the Designating Lender shall be and remain obligated to Borrowerthe Borrowers, Administrative the Agent and the Banks Lenders for each and every of the obligations of the Designating Lender and its related Designated Lender with respect to this Credit Agreement, including, without limitation, any actions taken by the Designated Lender with respect to this Credit Agreement, any indemnification obligations under Section 10.05hereunder and any sums otherwise payable to the Borrowers by the Designated Lender. Each Designating Lender Lender, or a specified branch or affiliate thereof, shall serve as the administrative agent of its Designated Lender and shall on behalf of, and to the exclusion of, the of its Designated Lender Lender: (i) receive any and all payments made for the benefit of the such Designated Lender and (ii) give and receive all communications and notices and take all actions hereunder, including, without limitation, votes, approvals, waivers waivers, consents and consents amendments under or relating to this Credit Agreement and the other Loan Credit Documents. No designation of a Designated Lender hereunder shall have the effect of restricting the exercise of voting rights hereunder. Any such notice, communication, vote, approval, waiver waiver, consent or consent amendment shall be signed by the a Designating Lender Lender, or specified branch or affiliate thereof, as administrative agent for the its Designated Lender and shall need not be signed by the such Designated Lender on its own behalf. The Borrowers, but shall be binding on the Designated Lender to the same extent as if actually signed by the Designated Lender. Borrower, Administrative Agent and the Banks Lenders may rely thereon without any requirement that the Designated Lender sign or acknowledge the same. No Designated Lender may assign or transfer all or any portion of its interest hereunder or under any other Loan Credit Document, other than assignments via an assignment to its Designating Lender, or otherwise in accordance with the provisions of Section 11.3(b) or 11.3(c) hereof. All amounts payable by the Borrowers hereunder shall be determined as if the Designating Lender had not designated a Designated Lender; provided, however, that the Designated Lender shall be entitled to receive additional amounts under Sections 3.5 and 3.8 on the same basis as if it were the Designating Lender (limited to the extent that the Designating Lender would be able to receive additional amounts under Sections 3.5 and 3.8); provided, further, that in the event the Designated Lender exercises any rights under Sections 3.5 or 3.8, the Borrowers shall be permitted to exercise their rights pursuant to Section 3.15 with respect to the Designating Lender which originally designated such Designated Lender.

Designated Lender. Any Bank Subject to the terms and conditions set forth in this Section 12.3, any Lender may from time to time elect to designate an Eligible Designee to provide all or any part of the Loans to be made by such Lender pursuant to this Agreement, provided that the designation of an Eligible Designee by any Lender for purposes of this Section 12.3 shall be subject to the approval of the Borrower and the Agent (other than which consent shall not be unreasonably withheld or delayed). Upon the execution by the parties to each such designation of an Affected Bank or agreement in the form of Exhibit I hereto (a Bank which is such solely because it is “Designation Agreement”) and the acceptance thereof by the Borrower and the Agent, the Eligible Designee shall become a Designated Lender) (each, a “Lender for purposes of this Agreement. The Designating Lender”) may at any time designate one (1) Lender shall thereafter have the right to permit the Designated Lender to fund Bid Rate provide all or a portion of the Loans on behalf of such to be made by the Designating Lender subject pursuant to the terms of this Section Agreement and the provisions in Section 12.05 making of such Loans or portion thereof shall not apply satisfy the obligation of the Designating Lender to the same extent, and as if, such designation. No Bank may designate more than one (1) Designated Loan was made by the Designating Lender. The parties As to any Loan made by it, each such designation shall execute and deliver to Administrative Agent for its acceptance a Designation Agreement. Upon such receipt of an appropriately completed Designation Agreement executed by a Designating Lender and a designee representing that it is a Designated Lender, Administrative Agent will accept such Designation Agreement and give prompt notice thereof to Borrower, whereupon, (i) from and after the “Effective Date” specified in the Designation Agreement, the Designated Lender shall become have all the rights a party to Lender making such Loan would have under this Agreement with a right to make Bid Rate Loans on behalf of its Designating Lender pursuant to Section 2.02 after Borrower has accepted the Bid Rate Quote of and otherwise; provided, (x) that all voting rights under this Agreement shall be exercised solely by the Designating Lender and (iiy) the Designated each Designating Lender shall not remain solely responsible to the other parties hereto for its obligations under this Agreement, including the obligations of a Lender in respect of Loans made by its Designated Lender. No additional Notes shall be required to make payments with respect to any obligations in this Agreement except to the extent of excess cash flow of such Loans provided by a Designated Lender which is not otherwise required to repay obligations of such Designated Lender which are then due and payableLender; provided, however, that regardless of such designation and assumption by to the extent any Designated LenderLender shall advance funds, the Designating Lender shall be and remain obligated deemed to Borrower, Administrative Agent and hold the Banks Notes in its possession as an agent for each and every such Designated Lender to the extent of the obligations of the Designating Lender and its related Loan funded by such Designated Lender with respect to this Agreement, including, without limitation, any indemnification obligations under Section 10.05Lender. Each Such Designating Lender shall serve act as the administrative agent of for its Designated Lender and shall on behalf of, give and to receive notices and communications hereunder. Any payments for the exclusion of, the account of any Designated Lender shall be paid to its Designating Lender as administrative agent for such Designated Lender and neither the Borrower nor the Agent shall be responsible for any Designating Lender’s application of any such payments. In addition, any Designated Lender may (i) receive with notice to, but without the consent of the Borrower and the Agent, assign all or portions of its interests in any Loans to its Designating Lender or to any financial institution consented to by the Borrower and all payments made the Agent providing liquidity and/or credit facilities to or for the benefit account of the such Designated Lender and (ii) give and receive all communications and notices and take all actions hereundersubject to such Person’s agreement to be bound by Section 9.10 of this Agreement, includingdisclose on a confidential basis any non-public information relating to its Loans to any rating agency, without limitationcommercial paper dealer or provider of any guarantee, votes, approvals, waivers and consents under surety or relating credit or liquidity enhancement to such Designated Lender. Each party to this Agreement hereby agrees that it shall not institute against, or join any other person in instituting against any Designated Lender any bankruptcy, reorganization, arrangements, insolvency or liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law for one year and a day after the other Loan Documents. Any such noticepayment in full of all outstanding senior indebtedness of any Designated Lender, communication, vote, approval, waiver or consent shall be signed by provided that the Designating Lender as administrative agent for the each Designated Lender hereby agrees to indemnify, save and shall not be signed by the Designated Lender on its own behalfhold harmless each other party hereto for any loss, but shall be binding on the Designated Lender cost, damage and expense arising out of their inability to the same extent as if actually signed by the institute any such proceeding against such Designated Lender. Borrower, Administrative Agent and This Section 12.3.3 shall survive the Banks may rely thereon without any requirement that the Designated Lender sign or acknowledge the same. No Designated Lender may assign or transfer all or any portion termination of its interest hereunder or under any other Loan Document, other than assignments to the Designating Lender which originally designated such Designated Lenderthis Agreement.

Designated Lender. Any Bank (other than i) Subject to the terms and conditions set forth in this Section 14.3(D), any Lender may from time to time elect to designate an Affected Bank Eligible Designee to provide all or any part of the Loans to be made by such Lender pursuant to this Agreement; provided that the designation of an Eligible Designee by any Lender for purposes of this Section 14.3(D) shall be subject to the approval of the Administrative Agent (which consent shall not be unreasonably withheld or delayed). Upon the execution by the parties to each such designation of an agreement in the form of Exhibit K hereto (a Bank which is such solely because it is “Designation Agreement”) and the acceptance thereof by the Administrative Agent, the Eligible Designee shall become a Designated Lender) (each, a “Lender for purposes of this Agreement. The Designating Lender”) may at any time designate one (1) Lender shall thereafter have the right to permit the Designated Lender to fund Bid Rate provide all or a portion of the Loans on behalf of such to be made by the Designating Lender subject pursuant to the terms of this Section Agreement and the provisions in Section 12.05 making of the Loans or portion thereof shall not apply to such designation. No Bank may designate more than one (1) Designated Lender. The parties to each such designation shall execute and deliver to Administrative Agent for its acceptance a Designation Agreement. Upon such receipt of an appropriately completed Designation Agreement executed by a Designating Lender and a designee representing that it is a Designated Lender, Administrative Agent will accept such Designation Agreement and give prompt notice thereof to Borrower, whereupon, (i) from and after satisfy the “Effective Date” specified in the Designation Agreement, the Designated Lender shall become a party to this Agreement with a right to make Bid Rate Loans on behalf of its Designating Lender pursuant to Section 2.02 after Borrower has accepted the Bid Rate Quote obligations of the Designating Lender to the same extent, and as if, such Loan was made by the Designating Lender. As to any 108 Loan made by it, each Designated Lender shall have all the rights a Lender making such Loan would have under this Agreement and otherwise; provided, (x) that all voting rights under this Agreement shall be exercised solely by the Designating Lender, (y) each Designating Lender shall remain solely responsible to the other parties hereto for its obligations under this Agreement, including the obligations of a Lender in respect of Loans made by its Designated Lender and (iiz) no Designated Lender shall be entitled to reimbursement under Article IV hereof for any amount which would exceed the amount that would have been payable by the Borrowers to the Lender from which the Designated Lender obtained any interests hereunder. No additional Notes shall not be required to make payments with respect to any obligations in this Agreement except to the extent of excess cash flow of such Loans provided by a Designated Lender which is not otherwise required to repay obligations of such Designated Lender which are then due and payableLender; provided, however, that regardless of such designation and assumption by to the extent any Designated LenderLender shall advance funds, the Designating Lender shall be and remain obligated deemed to Borrower, Administrative Agent and hold the Banks Notes in its possession as an agent for each and every such Designated Lender to the extent of the obligations of the Designating Lender and its related Loan funded by such Designated Lender with respect to this Agreement, including, without limitation, any indemnification obligations under Section 10.05Lender. Each Such Designating Lender shall serve act as the administrative agent of for its Designated Lender and shall on behalf of, and to the exclusion of, the Designated Lender (i) receive any and all payments made for the benefit of the Designated Lender and (ii) give and receive all communications and notices and take all actions communications hereunder, including, without limitation, votes, approvals, waivers and consents under or relating to this Agreement and the other Loan Documents. Any such notice, communication, vote, approval, waiver or consent payments for the account of any Designated Lender shall be signed by the paid to its Designating Lender as administrative agent for the such Designated Lender and shall not be signed by neither the Designated Lender on its own behalf, but Borrowers nor the Administrative Agent shall be binding on the Designated Lender to the same extent as if actually signed by the Designated responsible for any Designating Lender’s application of such payments. BorrowerIn addition, Administrative Agent and the Banks may rely thereon without any requirement that the Designated Lender sign or acknowledge the same. No Designated Lender may (1) with notice to, but without the consent of the Borrowers or the Administrative Agent, assign or transfer all or any portion portions of its interest hereunder or under interests in any other Loan Document, other than assignments Loans to the its Designating Lender which originally designated or to any financial institution consented to by the Administrative Agent providing liquidity and/or credit facilities to or for the account of such Designated Lender and (2) subject to advising any such Person that such information is to be treated as confidential in accordance with such Person’s customary practices for dealing with confidential, non-public information, disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any guarantee, surety or credit or liquidity enhancement to such Designated Lender.

Designated Lender. Any Bank (other than an Affected Bank or a Bank which is such solely because it is a Designated Lender) (each, a “Designating Lender”) may at any time designate one (1) Designated Lender to fund Bid Rate Loans on behalf of such Designating Lender subject to the terms of this Section and the provisions in Section 12.05 shall not apply to such designation. No Bank may designate more than one (1) Designated Lender. The parties to each such designation shall execute and deliver to the Administrative Agent for its acceptance a Designation Agreement. Upon such receipt of an appropriately completed Designation Agreement executed by a Designating Lender and a designee representing that it is a Designated Lender, the Administrative Agent will accept such Designation Agreement and will give prompt notice thereof to the Borrower, whereupon, (i) the Borrower shall execute and deliver to the Designating Bank a Designated Lender Note payable to the order of the Designated Lender, (ii) from and after the “Effective Date” effective date specified in the Designation Agreement, the Designated Lender shall become a party to this Agreement with a right (subject to the provisions of Section 2.3(b)) to make Bid Rate Money Market Loans on behalf of its Designating Lender pursuant to Section 2.02 2.3 after the Borrower has accepted the Bid Rate Quote a Money Market Loan (or portion thereof) of the Designating Lender Lender, and (iiiii) the Designated Lender shall not be required to make payments with respect to any obligations in this Agreement except to the extent of excess cash flow of such Designated Lender which is not otherwise required to repay obligations of such Designated Lender which are then due and payable; provided, however, that regardless of such designation and assumption by the Designated Lender, the Designating Lender shall be and remain obligated to Borrower, Administrative Agent the Borrower and the Banks for each and every of the obligations of the Designating Lender and its related Designated Lender with respect to this Agreement, including, without limitation, any indemnification obligations under Section 10.057.6 hereof and any sums otherwise payable to the Borrower by the Designated Lender. Each Designating Lender shall serve as the administrative agent of its the Designated Lender and shall on behalf of, and to the exclusion of, the Designated Lender Lender: (i) receive any and all payments made for the benefit of the Designated Lender and (ii) give and receive all communications and notices and take all actions hereunder, including, without limitation, votes, approvals, waivers waivers, consents and consents amendments under or relating to this Agreement and the other Loan Documents. Any such notice, communication, vote, approval, waiver waiver, consent or consent amendment shall be signed by the Designating Lender as administrative agent for the Designated Lender and shall not be signed by the Designated Lender on its own behalf, but behalf and shall be binding on upon the Designated Lender to the same extent as if actually signed by the Designated LenderLender on its own behalf. The Borrower, the Administrative Agent Agent, and the Banks may rely thereon without with out any requirement that the Designated Lender sign or acknowledge the same. No Designated Lender may assign or transfer all or any portion of its interest hereunder or under any other Loan Document, other than assignments to the Designating Lender which originally designated such Designated LenderLender or otherwise in accordance with the provisions of Section 9.6(b) and (c).

Designated Lender. Any Bank (other than an Affected Bank or a Bank which is such solely because it is a Designated Lender) (each, a “Designating Lender”) may at any time designate one (1) Designated Lender to fund Bid Rate Loans on behalf of such Designating Lender subject to the terms of this Section and the provisions in Section 12.05 shall not apply to such designation. No Bank may designate more than one (1) Designated Lender. The parties to each such designation shall execute and deliver to the Administrative Agent for its acceptance a Designation Agreement. Upon such receipt of an appropriately completed Designation Agreement executed by a Designating Lender and a designee representing that it is a Designated Lender, the Administrative Agent will accept such Designation Agreement and will give prompt notice thereof to the Borrower, whereupon, (i) the Borrower shall execute and deliver to the Designating Bank a Designated Lender Note payable to the order of the Designated Lender, (ii) from and after the “Effective Date” effective date specified in the Designation Agreement, the Designated Lender shall become a party to this Agreement with a right (subject to the provisions of Section 2.3(b)) to make Bid Rate Money Market Loans on behalf of its Designating Lender pursuant to Section 2.02 2.3 after the Borrower has accepted the Bid Rate Quote a Money Market Loan (or portion thereof) of the Designating Lender Lender, and (iiiii) the Designated Lender shall not be required to make payments with respect to any obligations in this Agreement except to the extent of excess cash flow of such Designated Lender which is not otherwise required to repay obligations of such Designated Lender which are then due and payable; provided, however, that regardless of such designation and assumption by the Designated Lender, the Designating Lender shall be and remain obligated to Borrower, Administrative Agent the Borrower and the Banks for each and every of the obligations of the Designating Lender and its related Designated Lender with respect to this Agreement, including, without limitation, any indemnification obligations under Section 10.057.6 hereof and any sums otherwise payable to 106 the Borrower by the Designated Lender. Each Designating Lender shall serve as the administrative agent of its the Designated Lender and shall on behalf of, and to the exclusion of, the Designated Lender Lender: (i) receive any and all payments made for the benefit of the Designated Lender and (ii) give and receive all communications and notices and take all actions hereunder, including, without limitation, votes, approvals, waivers waivers, consents and consents amendments under or relating to this Agreement and the other Loan Documents. Any such notice, communication, vote, approval, waiver waiver, consent or consent amendment shall be signed by the Designating Lender as administrative agent for the Designated Lender and shall not be signed by the Designated Lender on its own behalf, but behalf and shall be binding on upon the Designated Lender to the same extent as if actually signed by the Designated LenderLender on its own behalf. The Borrower, the Administrative Agent Agent, and the Banks may rely thereon without any requirement that the Designated Lender sign or acknowledge the same. No Designated Lender may assign or transfer all or any portion of its interest hereunder or under any other Loan Document, other than assignments to the Designating Lender which originally designated such Designated LenderLender or otherwise in accordance with the provisions of Section 9.6(b) and (c).

Designated Lender. Any Bank (other than an Affected Bank or a Bank which is such solely because it is a Designated Lender) (each, a “Designating Lender”) may at any time designate one (1) Designated Lender to fund Bid Rate Loans on behalf of such Designating Lender subject to the terms of this Section and the provisions in Section 12.05 shall not apply to such designation. No Bank may designate more than one (1) Designated Lender. The parties to each such designation shall execute and deliver to Administrative the Lead Agent for its acceptance a Designation Agreement. Upon such receipt of an appropriately completed Designation Agreement executed by a Designating Lender and a designee representing that it is a Designated Lender, Administrative the Lead Agent will accept such Designation Agreement and will give prompt notice thereof to the Borrower, whereupon, (i) the Borrower shall execute and deliver to the Designating Bank a Designated Lender Note payable to the order of the Designated Lender, (ii) from and after the “Effective Date” effective date specified in the Designation Agreement, the Designated Lender shall become a party to this Agreement with a right (subject to the provisions of Section 2.3(b)) to make Bid Rate Money Market Loans on behalf of its Designating Lender pursuant to Section 2.02 2.3 after the Borrower has accepted the Bid Rate Quote a Money Market Loan (or portion thereof) of the Designating Lender Lender, and (iiiii) the Designated Lender shall not be required to make payments with respect to any obligations in this Agreement except to the extent of excess cash flow of such Designated Lender which is not otherwise required to repay obligations of such Designated Lender which are then due and payable; provided, however, that regardless of such designation and assumption by the Designated Lender, the Designating Lender shall be and remain obligated to Borrower, Administrative Agent the Borrower and the Banks for each and every of the obligations of the Designating Lender and its related Designated Lender with respect to this Agreement, including, without limitation, any indemnification obligations under Section 10.057.6 hereof and any sums otherwise payable to the Borrower by the Designated Lender. Each Designating Lender shall serve as the administrative agent of its the Designated Lender and shall on behalf of, and to the exclusion of, the Designated Lender Lender: (i) receive any and all payments made for the benefit of the Designated Lender and (ii) give and receive all communications and notices and take all actions hereunder, including, without limitation, votes, approvals, waivers waivers, consents and consents amendments under or relating to this Agreement and the other Loan Documents. Any such notice, communication, vote, approval, waiver waiver, consent or consent amendment shall be signed by the Designating Lender as administrative agent for the Designated Lender and shall not be signed by the Designated Lender on its own behalf, but behalf and shall be binding on upon the Designated Lender to the same extent as if actually signed by the Designated LenderLender on its own behalf. The Borrower, Administrative Agent the Lead Agent, and the Banks may rely thereon without any requirement that the Designated Lender sign or acknowledge the same. No Designated Lender may assign or transfer all or any portion of its interest hereunder or under any other Loan Document, other than assignments to the Designating Lender which originally designated such Designated LenderLender or otherwise in accordance with the provisions of Section 9.6(b) and (c).

Designated Lender. Any Bank (other than i) Subject to the terms and conditions set forth in this Section 14.3(D), any Lender may from time to time elect to designate an Affected Bank Eligible Designee to provide all or any part of the Loans to be made by such Lender pursuant to this Agreement; provided that the designation of an Eligible Designee by any Lender for purposes of this Section 14.3(D) shall be subject to the approval of the Administrative Agent (which consent shall not be unreasonably withheld or delayed). Upon the execution Sidley Xxxxxx Xxxxx & Xxxx 102 by the parties to each such designation of an agreement in the form of Exhibit K hereto (a Bank which is such solely because it is "Designation Agreement") and the acceptance thereof by the Administrative Agent, the Eligible Designee shall become a Designated Lender) (each, a “Lender for purposes of this Agreement. The Designating Lender”) may at any time designate one (1) Lender shall thereafter have the right to permit the Designated Lender to fund Bid Rate provide all or a portion of the Loans on behalf of such to be made by the Designating Lender subject pursuant to the terms of this Section Agreement and the provisions in Section 12.05 making of the Loans or portion thereof shall not apply to such designation. No Bank may designate more than one (1) Designated Lender. The parties to each such designation shall execute and deliver to Administrative Agent for its acceptance a Designation Agreement. Upon such receipt of an appropriately completed Designation Agreement executed by a Designating Lender and a designee representing that it is a Designated Lender, Administrative Agent will accept such Designation Agreement and give prompt notice thereof to Borrower, whereupon, (i) from and after satisfy the “Effective Date” specified in the Designation Agreement, the Designated Lender shall become a party to this Agreement with a right to make Bid Rate Loans on behalf of its Designating Lender pursuant to Section 2.02 after Borrower has accepted the Bid Rate Quote obligations of the Designating Lender to the same extent, and as if, such Loan was made by the Designating Lender. As to any Loan made by it, each Designated Lender shall have all the rights a Lender making such Loan would have under this Agreement and otherwise; provided, (x) that all voting rights under this Agreement shall be exercised solely by the Designating Lender, (y) each Designating Lender shall remain solely responsible to the other parties hereto for its obligations under this Agreement, including the obligations of a Lender in respect of Loans made by its Designated Lender and (iiz) no Designated Lender shall be entitled to reimbursement under Article IV hereof for any amount which would exceed the amount that would have been payable by the Borrowers to the Lender from which the Designated Lender obtained any interests hereunder. No additional Notes shall not be required to make payments with respect to any obligations in this Agreement except to the extent of excess cash flow of such Loans provided by a Designated Lender which is not otherwise required to repay obligations of such Designated Lender which are then due and payableLender; provided, however, that regardless of such designation and assumption by to the extent any Designated LenderLender shall advance funds, the Designating Lender shall be and remain obligated deemed to Borrower, Administrative Agent and hold the Banks Notes in its possession as an agent for each and every such Designated Lender to the extent of the obligations of the Designating Lender and its related Loan funded by such Designated Lender with respect to this Agreement, including, without limitation, any indemnification obligations under Section 10.05Lender. Each Such Designating Lender shall serve act as the administrative agent of for its Designated Lender and shall on behalf of, and to the exclusion of, the Designated Lender (i) receive any and all payments made for the benefit of the Designated Lender and (ii) give and receive all communications and notices and take all actions communications hereunder, including, without limitation, votes, approvals, waivers and consents under or relating to this Agreement and the other Loan Documents. Any such notice, communication, vote, approval, waiver or consent payments for the account of any Designated Lender shall be signed by the paid to its Designating Lender as administrative agent for the such Designated Lender and shall not be signed by neither the Designated Lender on its own behalf, but Borrowers nor the Administrative Agent shall be binding on the Designated Lender to the same extent as if actually signed by the Designated responsible for any Designating Lender's application of such payments. BorrowerIn addition, Administrative Agent and the Banks may rely thereon without any requirement that the Designated Lender sign or acknowledge the same. No Designated Lender may (1) with notice to, but without the consent of the Borrowers or the Administrative Agent, assign or transfer all or any portion portions of its interest hereunder or under interests in any other Loan Document, other than assignments Loans to the its Designating Lender which originally designated or to any financial institution consented to by the Administrative Agent providing liquidity and/or credit facilities to or for the account of such Designated Lender and (2) subject to advising any such Person that such information is to be treated as confidential in accordance with such Person's customary practices for dealing with confidential, non-public information, disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any guarantee, surety or credit or liquidity enhancement to such Designated Lender.

Designated Lender. Any Bank (other than i) Subject to the terms and conditions set forth in this Section 14.3(D), any Lender may from time to time elect to designate an Affected Bank Eligible Designee to provide all or any part of the Loans to be made by such Lender pursuant to this Agreement; provided that the designation of an Eligible Designee by any Lender for purposes of this Section 14.3(D) shall be subject to the approval of the Administrative Agent (which consent shall not be unreasonably withheld or delayed). Upon the execution by the parties to each such designation of an agreement in the form of Exhibit K hereto (a Bank which is such solely because it is "Designation Agreement") and the acceptance thereof by the Administrative Agent, the Eligible Designee shall become a Designated Lender) (each, a “Lender for purposes of this Agreement. The Designating Lender”) may at any time designate one (1) Lender shall thereafter have the right to permit the Designated Lender to fund Bid Rate provide all or a portion of the Loans on behalf of such to be made by the Designating Lender subject pursuant to the terms of this Section Agreement and the provisions in Section 12.05 shall not apply to such designation. No Bank may designate more than one (1) Designated Lender. The parties to each such designation shall execute and deliver to Administrative Agent for its acceptance a Designation Agreement. Upon such receipt of an appropriately completed Designation Agreement executed by a Designating Lender and a designee representing that it is a Designated Lender, Administrative Agent will accept such Designation Agreement and give prompt notice thereof to Borrower, whereupon, (i) from and after the “Effective Date” specified in the Designation Agreement, the Designated Lender shall become a party to this Agreement with a right to make Bid Rate Loans on behalf of its Designating Lender pursuant to Section 2.02 after Borrower has accepted the Bid Rate Quote making of the Designating Lender and (ii) the Designated Lender Loans or portion thereof shall not be required to make payments with respect to any obligations in this Agreement except to the extent of excess cash flow of such Designated Lender which is not otherwise required to repay obligations of such Designated Lender which are then due and payable; provided, however, that regardless of such designation and assumption by the Designated Lender, the Designating Lender shall be and remain obligated to Borrower, Administrative Agent and the Banks for each and every of satisfy the obligations of the Designating Lender to the same extent, and its related as if, such Loan was made by the Designating Lender. As to any Loan made by it, each Designated Lender with respect shall have all the rights a Lender making such Loan would have under this Agreement and otherwise; provided, (x) that all voting rights under this Agreement shall be exercised solely by the Designating Lender, (y) each Designating Lender shall remain solely responsible to the other parties hereto for its obligations under this Agreement, including, without limitation, any indemnification including the obligations under Section 10.05. Each Designating of a Lender shall serve as the administrative agent in respect of Loans made by its Designated Lender and (z) no Designated Lender shall on behalf of, and be entitled to reimbursement under Article IV hereof for any amount which would exceed the amount that would have been payable by the Borrowers to the exclusion of, Lender from which the Designated Lender (i) receive obtained any and all payments made interests hereunder. No additional Notes shall be required with respect to Loans provided by a Designated Lender; provided, however, to the extent any Designated Lender shall advance funds, 107 the Designating Lender shall be deemed to hold the Notes in its possession as an agent for such Designated Lender to the benefit extent of the Loan funded by such Designated Lender. Such Designating Lender shall act as administrative agent for its Designated Lender and (ii) give and receive all communications and notices and take all actions communications hereunder, including, without limitation, votes, approvals, waivers and consents under or relating to this Agreement and the other Loan Documents. Any such notice, communication, vote, approval, waiver or consent payments for the account of any Designated Lender shall be signed by the paid to its Designating Lender as administrative agent for the such Designated Lender and shall not be signed by neither the Designated Lender on its own behalf, but Borrowers nor the Administrative Agent shall be binding on the Designated Lender to the same extent as if actually signed by the Designated responsible for any Designating Lender's application of such payments. BorrowerIn addition, Administrative Agent and the Banks may rely thereon without any requirement that the Designated Lender sign or acknowledge the same. No Designated Lender may (1) with notice to, but without the consent of the Borrowers or the Administrative Agent, assign or transfer all or any portion portions of its interest hereunder or under interests in any other Loan Document, other than assignments Loans to the its Designating Lender which originally designated or to any financial institution consented to by the Administrative Agent providing liquidity and/or credit facilities to or for the account of such Designated Lender and (2) subject to advising any such Person that such information is to be treated as confidential in accordance with such Person's customary practices for dealing with confidential, non-public information, disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any guarantee, surety or credit or liquidity enhancement to such Designated Lender.

Designated Lender. Any (i) Subject to the terms and conditions set forth in this Section 9.06, any Bank may from time to time elect to designate an Eligible Designee to provide all or any part of the Loans to be made by such Bank pursuant to this Agreement; provided the designation of an Eligible Designee by any Bank for purposes of this Section 9.06 shall be subject to the approval of the Borrowers and the Agent (other than which consents shall not be unreasonably withheld or delayed). Upon the execution by the parties to each such designation of an Affected Bank or agreement in the form of Exhibit E hereto (a Bank which is such solely because it is "Designation Agreement") and the acceptance thereof by the Borrowers and the Agent, the Eligible Designee shall become a Designated Lender) (each, a “Lender for purposes of this Agreement. The Designating Lender”) may at any time designate one (1) Lender shall thereafter have the right to permit the Designated Lender to fund Bid Rate provide all or a portion of the Loans on behalf of such to be made by the Designating Lender subject pursuant to the terms of this Section Agreement and the provisions in Section 12.05 making of such Loans or portion thereof shall not apply satisfy the obligation of the Designating Lender to the same extent, and as if, such designation. No Bank may designate more than one (1) Designated Loan was made by the Designating Lender. The parties As to any Loan made by it, each such designation shall execute and deliver to Administrative Agent for its acceptance a Designation Agreement. Upon such receipt of an appropriately completed Designation Agreement executed by a Designating Lender and a designee representing that it is a Designated Lender, Administrative Agent will accept such Designation Agreement and give prompt notice thereof to Borrower, whereupon, (i) from and after the “Effective Date” specified in the Designation Agreement, the Designated Lender shall become have all the rights a party to Bank making such Loan would have under this Agreement with a right to make Bid Rate Loans on behalf of its Designating Lender pursuant to Section 2.02 after Borrower has accepted the Bid Rate Quote of and otherwise; provided, (x) that all voting rights under this Agreement shall be exercised solely by the Designating Lender and (iiy) the Designated each Designating Lender shall not remain solely responsible to the other parties hereto for its obligations under this Agreement, including the obligations of a Bank in respect of Loans made by its Designated Lender. No additional Notes shall be required to make payments with respect to any obligations in this Agreement except to the extent of excess cash flow of such Loans provided by a Designated Lender which is not otherwise required to repay obligations of such Designated Lender which are then due and payableLender; provided, however, that regardless of such designation and assumption by to the extent any Designated LenderLender shall advance funds, the Designating Lender shall be and remain obligated deemed to Borrower, Administrative Agent and hold the Banks Notes in its possession as an agent for each and every such Designated Lender to the extent of the obligations of the Designating Lender and its related Loan funded by such Designated Lender; provided, further, that any Designated Lender may request a Note in accordance with respect to this Agreement, including, without limitation, any indemnification obligations under Section 10.052.05(.D). Each Such Designating Lender shall serve act as the administrative agent of for its Designated Lender and shall on behalf of, give and to receive notices and communications hereunder. Any payments for the exclusion of, the account of any Designated Lender shall be paid to its Designating Lender as administrative agent for such Designated Lender and neither the Borrowers nor the Agent shall be responsible for any Designating Lender's application of any such payments. In addition, any Designated Lender may (i) receive with notice to, but without the consent of the Borrowers and the Agent, assign all or portions of its interests in any Loans to its Designating Lender or to any financial institution consented to by the Borrowers and all payments made the Agent providing liquidity and/or credit facilities to or for the benefit account of the such Designated Lender and (ii) give and receive all communications and notices and take all actions hereundersubject to advising any such Person that such SIDLEY XXXXXX XXXXX & XXXX LLP information is to be treated as confidential in accordance with such Person's customary practices for dealing with confidential, includingnon-public information, without limitation, votes, approvals, waivers and consents under or disclose on a confidential basis any non-public information relating to this Agreement and the other Loan Documents. Any such noticeits Loans to any rating agency, communicationcommercial paper dealer or provider of any guarantee, vote, approval, waiver surety or consent shall be signed by the Designating Lender as administrative agent for the Designated Lender and shall not be signed by the Designated Lender on its own behalf, but shall be binding on the Designated Lender credit or liquidity enhancement to the same extent as if actually signed by the Designated Lender. Borrower, Administrative Agent and the Banks may rely thereon without any requirement that the Designated Lender sign or acknowledge the same. No Designated Lender may assign or transfer all or any portion of its interest hereunder or under any other Loan Document, other than assignments to the Designating Lender which originally designated such Designated Lender.

Designated Lender. Any Bank (other than i) Subject to the terms and conditions set forth in this Section 14.3(D), any Lender may from time to time elect to designate an Affected Bank Eligible Designee to provide all or any part of the Loans to be made by such Lender pursuant to this Agreement; provided that the designation of an Eligible Designee by any Lender for purposes of this Section 14.3(D) shall be subject to the approval of the Administrative Agent (which consent shall not be unreasonably withheld or delayed). Upon the execution by the parties to each such designation of an agreement in the form of Exhibit L hereto (a Bank which is such solely because it is "Designation Agreement") and the acceptance thereof by the Administrative Agent, the Eligible Designee shall become a Designated Lender) (each, a “Lender for purposes of this 100 110 Agreement. The Designating Lender”) may at any time designate one (1) Lender shall thereafter have the right to permit the Designated Lender to fund Bid Rate provide all or a portion of the Loans on behalf of such to be made by the Designating Lender subject pursuant to the terms of this Section Agreement and the provisions in Section 12.05 making of the Loans or portion thereof shall not apply to such designation. No Bank may designate more than one (1) Designated Lender. The parties to each such designation shall execute and deliver to Administrative Agent for its acceptance a Designation Agreement. Upon such receipt of an appropriately completed Designation Agreement executed by a Designating Lender and a designee representing that it is a Designated Lender, Administrative Agent will accept such Designation Agreement and give prompt notice thereof to Borrower, whereupon, (i) from and after satisfy the “Effective Date” specified in the Designation Agreement, the Designated Lender shall become a party to this Agreement with a right to make Bid Rate Loans on behalf of its Designating Lender pursuant to Section 2.02 after Borrower has accepted the Bid Rate Quote obligations of the Designating Lender to the same extent, and as if, such Loan was made by the Designating Lender. As to any Loan made by it, each Designated Lender shall have all the rights a Lender making such Loan would have under this Agreement and otherwise; provided, (x) that all voting rights under this Agreement shall be exercised solely by the Designating Lender, (y) each Designating Lender shall remain solely responsible to the other parties hereto for its obligations under this Agreement, including the obligations of a Lender in respect of Loans made by its Designated Lender and (iiz) no Designated Lender shall be entitled to reimbursement under Article IV hereof for any amount which would exceed the amount that would have been payable by the Borrowers to the Lender from which the Designated Lender obtained any interests hereunder. No additional Notes shall not be required to make payments with respect to any obligations in this Agreement except to the extent of excess cash flow of such Loans provided by a Designated Lender which is not otherwise required to repay obligations of such Designated Lender which are then due and payableLender; provided, however, that regardless of such designation and assumption by to the extent any Designated LenderLender shall advance funds, the Designating Lender shall be and remain obligated deemed to Borrower, Administrative Agent and hold the Banks Notes in its possession as an agent for each and every such Designated Lender to the extent of the obligations of the Designating Lender and its related Loan funded by such Designated Lender with respect to this Agreement, including, without limitation, any indemnification obligations under Section 10.05Lender. Each Such Designating Lender shall serve act as the administrative agent of for its Designated Lender and shall on behalf of, and to the exclusion of, the Designated Lender (i) receive any and all payments made for the benefit of the Designated Lender and (ii) give and receive all communications and notices and take all actions communications hereunder, including, without limitation, votes, approvals, waivers and consents under or relating to this Agreement and the other Loan Documents. Any such notice, communication, vote, approval, waiver or consent payments for the account of any Designated Lender shall be signed by the paid to its Designating Lender as administrative agent for the such Designated Lender and shall not be signed by neither the Designated Lender on its own behalf, but Borrowers nor the Administrative Agent shall be binding on the Designated Lender to the same extent as if actually signed by the Designated responsible for any Designating Lender's application of such payments. BorrowerIn addition, Administrative Agent and the Banks may rely thereon without any requirement that the Designated Lender sign or acknowledge the same. No Designated Lender may (1) with notice to, but without the consent of the Borrowers or the Administrative Agent, assign or transfer all or any portion portions of its interest hereunder or under interests in any other Loan Document, other than assignments Loans to the its Designating Lender which originally designated or to any financial institution consented to by the Administrative Agent providing liquidity and/or credit facilities to or for the account of such Designated Lender and (2) subject to advising any such Person that such information is to be treated as confidential in accordance with such Person's customary practices for dealing with confidential, non-public information, disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any guarantee, surety or credit or liquidity enhancement to such Designated Lender.

Designated Lender. Any Bank (other than an Affected Bank or a Bank which who is such solely because it is a Designated Lender) (each, a “Designating Lender”) may at any time designate one (1) Designated Lender to fund Bid Rate Loans on behalf of such Designating Lender subject to the terms of this Section and the provisions in Section 12.05 shall not apply to such designation. No Bank may designate more than one (1) Designated Lender. The parties to each such designation shall execute and deliver to Administrative Agent for its acceptance a Designation Agreement. Upon such receipt of an appropriately completed Designation Agreement executed by a Designating Lender and a designee representing that it is a Designated Lender, Administrative Agent will accept such Designation Agreement and give prompt notice thereof thereto to Borrower, whereupon, (i) from and after the “Effective Date” specified in the Designation Agreement, the Designated Lender shall become a party to this Agreement with a right to make Bid Rate Loans on behalf of its Designating Lender pursuant to Section 2.02 after Borrower Bxxxxxxx has accepted the Bid Rate Quote of the Designating Lender and (ii) the Designated Lender shall not be required to make payments with respect to any obligations in this Agreement except to the extent of excess cash flow of such Designated Lender which is not otherwise required to repay obligations of such Designated Lender which are then due and payable; provided, however, that regardless of such designation and assumption by the Designated Lender, the Designating Lender shall be and remain obligated to Borrower, Administrative Agent and the Banks for each and every of the obligations of the Designating Lender and its related Designated Lender with respect to this Agreement, including, without limitation, any indemnification obligations under Section 10.05. Each Designating Lender shall serve as the administrative agent of its Designated Lender and shall on behalf of, and to the exclusion of, the Designated Lender Lender: (i) receive any and all payments made for the benefit of the Designated Lender Lxxxxx and (ii) give and receive all communications and notices and take all actions hereunder, including, without limitation, votes, approvals, waivers and consents under or relating to this Agreement and the other Loan Documents. Any such notice, communication, vote, approval, waiver or consent shall be signed by the Designating Lender as administrative agent for the Designated Lender Lxxxxx and shall not be signed by the Designated Lender on its own behalf, but shall be binding on the Designated Lender to the same extent as if actually signed by the Designated Lender. Borrower, Administrative Agent and the Banks may rely thereon without any requirement that the Designated Lender sign or acknowledge the same. No Designated Lender may assign or transfer all or any portion of its interest hereunder or under any other Loan Document, other than assignments to the Designating Lender which originally designated such Designated Lender.

Designated Lender. Any Bank (other than an Affected Bank or a Bank which is such solely because it is a Designated Lender) (each, a “Designating Lender”) may at any time designate one (1) Designated Lender to fund Bid Rate Loans on behalf of such Designating Lender subject to the terms of this Section and the provisions in Section 12.05 shall not apply to such designation. No Bank may designate more than one (1) Designated Lender. The parties to each such designation shall execute and deliver to Administrative the Lead Agent for its acceptance a Designation Agreement. Upon such receipt of an appropriately completed Designation Agreement executed by a Designating Lender and a designee representing that it is a Designated Lender, Administrative the Lead Agent will accept such Designation Agreement and will give prompt notice thereof to the Borrower, whereupon, (i) the Borrower shall execute and deliver to the Designating Bank a Designated Lender Note payable to the order of the Designated Lender, (ii) from and after the “Effective Date” effective date specified in the Designation Agreement, the Designated Lender shall become a party to this Agreement with a right (subject to the provisions of Section 2.3(b)) to make Bid Rate Money Market Loans on behalf of its Designating Lender pursuant to Section 2.02 2.3 after the Borrower has accepted the Bid Rate Quote a Money Market Loan (or portion thereof) of the Designating Lender Lender, and (iiiii) the Designated Lender shall not be required to make payments with respect to any obligations in this Agreement except to the extent of excess cash flow of such Designated Lender which is not otherwise required to repay obligations of such Designated Lender which are then due and payable; provided, however, that regardless of such designation and assumption by the Designated Lender, the Designating Lender shall be and remain obligated to the Borrower, Administrative Agent the Co-Agents and the Banks for each and every of the obligations of the Designating Lender and its related Designated Lender with respect to this Agreement, including, without limitation, any indemnification obligations under Section 10.057.6 hereof and any sums otherwise payable to the Borrower by the Designated Lender. Each Designating Lender shall serve as the administrative agent of its the Designated Lender and shall on 107 109 behalf of, and to the exclusion of, the Designated Lender Lender: (i) receive any and all payments made for the benefit of the Designated Lender and (ii) give and receive all communications and notices and take all actions hereunder, including, without limitation, votes, approvals, waivers waivers, consents and consents amendments under or relating to this Agreement and the other Loan Documents. Any such notice, communication, vote, approval, waiver waiver, consent or consent amendment shall be signed by the Designating Lender as administrative agent for the Designated Lender and shall not be signed by the Designated Lender on its own behalf, but behalf and shall be binding on upon the Designated Lender to the same extent as if actually signed by the Designated LenderLender on its own behalf. The Borrower, Administrative Agent the Lead Agent, the Managing Co-Agent, the Co-Agents and the Banks may rely thereon without any requirement that the Designated Lender sign or acknowledge the same. No Designated Lender may assign or transfer all or any portion of its interest hereunder or under any other Loan Document, other than assignments to the Designating Lender which originally designated such Designated LenderLender or otherwise in accordance with the provisions of Section 9.6 (b) and (c).

Designated Lender. Any Bank (other than an Affected Bank or a Bank which is such solely because it is a Designated Lender) (each, a “Designating Lender”) may at any time designate one (1) Designated Lender to fund Bid Rate Loans on behalf of such Designating Lender subject to the terms of this Section and the provisions in Section 12.05 shall not apply to such designation. No Bank may designate more than one (1) Designated Lender. The parties to each such designation shall execute and deliver to Administrative Agent for its acceptance a Designation Agreement. Upon such receipt of an appropriately completed Designation Agreement executed by a Designating Lender and a designee representing that it is a Designated Lender, Administrative Agent will accept such Designation Agreement and give prompt notice thereof to Borrower, whereupon, (i) from and after the “Effective Date” specified in the Designation Agreement, the Designated Lender shall become a party to this Agreement with a right to make Bid Rate Loans on behalf of its Designating Lender pursuant to Section 2.02 80 after Borrower has accepted the Bid Rate Quote of the Designating Lender and (ii) the Designated Lender shall not be required to make payments with respect to any obligations in this Agreement except to the extent of excess cash flow of such Designated Lender which is not otherwise required to repay obligations of such Designated Lender which are then due and payable; provided, however, that regardless of such designation and assumption by the Designated Lender, the Designating Lender shall be and remain obligated to Borrower, Administrative Agent and the Banks for each and every of the obligations of the Designating Lender and its related Designated Lender with respect to this Agreement, including, without limitation, any indemnification obligations under Section 10.05. Each Designating Lender shall serve as the administrative agent of its Designated Lender and shall on behalf of, and to the exclusion of, the Designated Lender (i) receive any and all payments made for the benefit of the Designated Lender and (ii) give and receive all communications and notices and take all actions hereunder, including, without limitation, votes, approvals, waivers and consents under or relating to this Agreement and the other Loan Documents. Any such notice, communication, vote, approval, waiver or consent shall be signed by the Designating Lender as administrative agent for the Designated Lender and shall not be signed by the Designated Lender on its own behalf, but shall be binding on the Designated Lender to the same extent as if actually signed by the Designated Lender. Borrower, Administrative Agent and the Banks may rely thereon without any requirement that the Designated Lender sign or acknowledge the same. No Designated Lender may assign or transfer all or any portion of its interest hereunder or under any other Loan Document, other than assignments to the Designating Lender which originally designated such Designated Lender.

Designated Lender. Any Bank (other than i) Subject to the terms and conditions set forth in this Section 14.3(D), any Lender may from time to time elect to designate an Affected Bank Eligible Designee to provide all or any part of the Loans to be made by such Lender pursuant to this Agreement; provided that the designation of an Eligible Designee by any Lender for purposes of this Section 14.3(D) shall be subject to the approval of the Administrative Agent (which consent shall not be unreasonably withheld or delayed). Upon the execution by the parties to each such designation of an agreement in the form of Exhibit K hereto (a Bank which is such solely because it is "Designation Agreement") and the acceptance thereof by the Administrative Agent, the Eligible Designee shall become a Designated Lender) (each, a “Lender for purposes of this Agreement. The Designating Lender”) may at any time designate one (1) Lender shall thereafter have the right to permit the Designated Lender to fund Bid Rate provide all or a portion of the Loans on behalf of such to be made by the Designating Lender subject pursuant to the terms of this Section Agreement and the provisions in Section 12.05 making of the Loans or portion thereof shall not apply to such designation. No Bank may designate more than one (1) Designated Lender. The parties to each such designation shall execute and deliver to Administrative Agent for its acceptance a Designation Agreement. Upon such receipt of an appropriately completed Designation Agreement executed by a Designating Lender and a designee representing that it is a Designated Lender, Administrative Agent will accept such Designation Agreement and give prompt notice thereof to Borrower, whereupon, (i) from and after satisfy the “Effective Date” specified in the Designation Agreement, the Designated Lender shall become a party to this Agreement with a right to make Bid Rate Loans on behalf of its Designating Lender pursuant to Section 2.02 after Borrower has accepted the Bid Rate Quote obligations of the Designating Lender to the same extent, and as if, such Loan was made by the Designating Lender. As to any Loan made by it, each Designated Lender shall have all the rights a Lender making such Loan would have under this Agreement and otherwise; provided, (x) that all voting rights under this Agreement shall be exercised solely by the Designating Lender, (y) each Designating Lender shall remain solely responsible to the other parties hereto for its obligations under this Agreement, including the obligations of a Lender in respect of Loans made by its Designated Lender and (iiz) no Designated Lender shall be entitled to reimbursement under Article IV hereof for any amount Sidley Xxxxxx Xxxxx & Xxxx 105 which would exceed the amount that would have been payable by the Borrowers to the Lender from which the Designated Lender obtained any interests hereunder. No additional Notes shall not be required to make payments with respect to any obligations in this Agreement except to the extent of excess cash flow of such Loans provided by a Designated Lender which is not otherwise required to repay obligations of such Designated Lender which are then due and payableLender; provided, however, that regardless of such designation and assumption by to the extent any Designated LenderLender shall advance funds, the Designating Lender shall be and remain obligated deemed to Borrower, Administrative Agent and hold the Banks Notes in its possession as an agent for each and every such Designated Lender to the extent of the obligations of the Designating Lender and its related Loan funded by such Designated Lender with respect to this Agreement, including, without limitation, any indemnification obligations under Section 10.05Lender. Each Such Designating Lender shall serve act as the administrative agent of for its Designated Lender and shall on behalf of, and to the exclusion of, the Designated Lender (i) receive any and all payments made for the benefit of the Designated Lender and (ii) give and receive all communications and notices and take all actions communications hereunder, including, without limitation, votes, approvals, waivers and consents under or relating to this Agreement and the other Loan Documents. Any such notice, communication, vote, approval, waiver or consent payments for the account of any Designated Lender shall be signed by the paid to its Designating Lender as administrative agent for the such Designated Lender and shall not be signed by neither the Designated Lender on its own behalf, but Borrowers nor the Administrative Agent shall be binding on the Designated Lender to the same extent as if actually signed by the Designated responsible for any Designating Lender's application of such payments. BorrowerIn addition, Administrative Agent and the Banks may rely thereon without any requirement that the Designated Lender sign or acknowledge the same. No Designated Lender may (1) with notice to, but without the consent of the Borrowers or the Administrative Agent, assign or transfer all or any portion portions of its interest hereunder or under interests in any other Loan Document, other than assignments Loans to the its Designating Lender which originally designated or to any financial institution consented to by the Administrative Agent providing liquidity and/or credit facilities to or for the account of such Designated Lender and (2) subject to advising any such Person that such information is to be treated as confidential in accordance with such Person's customary practices for dealing with confidential, non-public information, disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any guarantee, surety or credit or liquidity enhancement to such Designated Lender.

Designated Lender. Any Bank (other than i) Subject to the terms and conditions set forth in this Section 14.3(D), any Lender may from time to time elect to designate an Affected Bank Eligible Designee to provide all or any part of the Loans to be made by such Lender pursuant to this Agreement; provided that the designation of an Eligible Designee by any Lender for purposes of this Section 14.3(D) shall be subject to the approval of the Administrative Agent (which consent shall not be unreasonably withheld or delayed). Upon the execution by the parties to each such designation of an agreement in the form of Exhibit L hereto (a Bank which is such solely because it is "Designation Agreement") and the acceptance thereof by the Administrative Agent, the Eligible Designee shall become a Designated Lender) (each, a “Lender for purposes of this Agreement. The Designating Lender”) may at any time designate one (1) Lender shall thereafter have the right to permit the Designated Lender to fund Bid Rate provide all or a portion of the Loans on behalf of such to be made by the 106 116 Designating Lender subject pursuant to the terms of this Section Agreement and the provisions in Section 12.05 making of the Loans or portion thereof shall not apply to such designation. No Bank may designate more than one (1) Designated Lender. The parties to each such designation shall execute and deliver to Administrative Agent for its acceptance a Designation Agreement. Upon such receipt of an appropriately completed Designation Agreement executed by a Designating Lender and a designee representing that it is a Designated Lender, Administrative Agent will accept such Designation Agreement and give prompt notice thereof to Borrower, whereupon, (i) from and after satisfy the “Effective Date” specified in the Designation Agreement, the Designated Lender shall become a party to this Agreement with a right to make Bid Rate Loans on behalf of its Designating Lender pursuant to Section 2.02 after Borrower has accepted the Bid Rate Quote obligations of the Designating Lender to the same extent, and as if, such Loan was made by the Designating Lender. As to any Loan made by it, each Designated Lender shall have all the rights a Lender making such Loan would have under this Agreement and otherwise; provided, (x) that all voting rights under this Agreement shall be exercised solely by the Designating Lender, (y) each Designating Lender shall remain solely responsible to the other parties hereto for its obligations under this Agreement, including the obligations of a Lender in respect of Loans made by its Designated Lender and (iiz) no Designated Lender shall be entitled to reimbursement under Article IV hereof for any amount which would exceed the amount that would have been payable by the Borrowers to the Lender from which the Designated Lender obtained any interests hereunder. No additional Notes shall not be required to make payments with respect to any obligations in this Agreement except to the extent of excess cash flow of such Loans provided by a Designated Lender which is not otherwise required to repay obligations of such Designated Lender which are then due and payableLender; provided, however, that regardless of such designation and assumption by to the extent any Designated LenderLender shall advance funds, the Designating Lender shall be and remain obligated deemed to Borrower, Administrative Agent and hold the Banks Notes in its possession as an agent for each and every such Designated Lender to the extent of the obligations of the Designating Lender and its related Loan funded by such Designated Lender with respect to this Agreement, including, without limitation, any indemnification obligations under Section 10.05Lender. Each Such Designating Lender shall serve act as the administrative agent of for its Designated Lender and shall on behalf of, and to the exclusion of, the Designated Lender (i) receive any and all payments made for the benefit of the Designated Lender and (ii) give and receive all communications and notices and take all actions communications hereunder, including, without limitation, votes, approvals, waivers and consents under or relating to this Agreement and the other Loan Documents. Any such notice, communication, vote, approval, waiver or consent payments for the account of any Designated Lender shall be signed by the paid to its Designating Lender as administrative agent for the such Designated Lender and shall not be signed by neither the Designated Lender on its own behalf, but Borrowers nor the Administrative Agent shall be binding on the Designated Lender to the same extent as if actually signed by the Designated responsible for any Designating Lender's application of such payments. BorrowerIn addition, Administrative Agent and the Banks may rely thereon without any requirement that the Designated Lender sign or acknowledge the same. No Designated Lender may (1) with notice to, but without the consent of the Borrowers or the Administrative Agent, assign or transfer all or any portion portions of its interest hereunder or under interests in any other Loan Document, other than assignments Loans to the its Designating Lender which originally designated or to any financial institution consented to by the Administrative Agent providing liquidity and/or credit facilities to or for the account of such Designated Lender and (2) subject to advising any such Person that such information is to be treated as confidential in accordance with such Person's customary practices for dealing with confidential, non-public information, disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any guarantee, surety or credit or liquidity enhancement to such Designated Lender.

Designated Lender. Any Bank (other than i) Subject to the terms and conditions set forth in this Section 14.3(D), any Lender may from time to time elect to designate an Affected Bank Eligible Designee to provide all or any part of the Loans to be made by such Lender pursuant to this Agreement; provided that the designation of an Eligible Designee by any Lender for purposes of this Section 14.3(D) shall be subject to the approval of the Administrative Agent (which consent shall not be unreasonably withheld or delayed). Upon the execution by the parties to each such designation of an agreement in the form of Exhibit N hereto (a Bank which is such solely because it is "DESIGNATION AGREEMENT") and the acceptance thereof by the Administrative Agent, the Eligible Designee shall become a Designated Lender) (each, a “Lender for purposes of this Agreement. The Designating Lender”) may at any time designate one (1) Lender shall thereafter have the right to permit the Designated Lender to fund Bid Rate provide all or a portion of the Loans on behalf of such to be made by the Designating Lender subject pursuant to the terms of this Section Agreement and the provisions in Section 12.05 making of the Loans or portion thereof shall not apply to such designation. No Bank may designate more than one (1) Designated Lender. The parties to each such designation shall execute and deliver to Administrative Agent for its acceptance a Designation Agreement. Upon such receipt of an appropriately completed Designation Agreement executed by a Designating Lender and a designee representing that it is a Designated Lender, Administrative Agent will accept such Designation Agreement and give prompt notice thereof to Borrower, whereupon, (i) from and after satisfy the “Effective Date” specified in the Designation Agreement, the Designated Lender shall become a party to this Agreement with a right to make Bid Rate Loans on behalf of its Designating Lender pursuant to Section 2.02 after Borrower has accepted the Bid Rate Quote obligations of the Designating Lender to the same extent, and as if, such Loan was made by the Designating Lender. As to any Loan made by it, each Designated Lender shall have all the rights a Lender making such Loan would have under this Agreement and otherwise; provided, (x) that all voting rights under this Agreement shall be exercised solely by the Designating Lender, (y) each Designating Lender shall remain solely responsible to the other parties hereto for its obligations under this Agreement, including the obligations of a Lender in respect of Loans made by its Designated Lender and (iiz) no Designated Lender shall be entitled to reimbursement under Article IV hereof for any amount which would exceed the amount that would have been payable by the Borrowers to the Lender from which the Designated Lender obtained any interests hereunder. No additional Notes shall not be required to make payments with respect to any obligations in this Agreement except to the extent of excess cash flow of such Loans provided by a Designated Lender which is not otherwise required to repay obligations of such Designated Lender which are then due and payableLender; provided, however, that regardless of such designation and assumption by to the extent any Designated LenderLender shall advance funds, the Designating Lender shall be and remain obligated deemed to Borrower, Administrative Agent and hold the Banks Notes in its possession as an agent for each and every such Designated Lender to the extent of the obligations of the Designating Lender and its related Loan funded by such Designated Lender with respect to this Agreement, including, without limitation, any indemnification obligations under Section 10.05Lender. Each Such Designating Lender shall serve act as the administrative agent of for its Designated Lender and shall on behalf of, and to the exclusion of, the Designated Lender (i) receive any and all payments made for the benefit of the Designated Lender and (ii) give and receive all communications and notices and take all actions communications hereunder, including, without limitation, votes, approvals, waivers and consents under or relating to this Agreement and the other Loan Documents. Any such notice, communication, vote, approval, waiver or consent payments for the account of any Designated Lender shall be signed by the paid to its Designating Lender as administrative agent for the such Designated Lender and shall not be signed by neither the Designated Lender on its own behalf, but Borrowers nor the Administrative Agent shall be binding on the Designated Lender to the same extent as if actually signed by the Designated responsible for any Designating Lender's application of such payments. BorrowerIn addition, Administrative Agent and the Banks may rely thereon without 109 118 any requirement that the Designated Lender sign or acknowledge the same. No Designated Lender may (1) with notice to, but without the consent of the Borrowers or the Administrative Agent, assign or transfer all or any portion portions of its interest hereunder or under interests in any other Loan Document, other than assignments Loans to the its Designating Lender which originally designated or to any financial institution consented to by the Administrative Agent providing liquidity and/or credit facilities to or for the account of such Designated Lender and (2) subject to advising any such Person that such information is to be treated as confidential in accordance with such Person's customary practices for dealing with confidential, non-public information, disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any guarantee, surety or credit or liquidity enhancement to such Designated Lender.

Designated Lender. Any Bank (other than an Affected Bank or a Bank which is such solely because it is a Designated Lender) (each, a “Designating Lender”) may at any time designate one (1) Designated Lender to fund Bid Rate Loans on behalf of such Designating Lender subject to the terms of this Section and the provisions in Section 12.05 shall not apply to such designation. No Bank may designate more than one (1) Designated Lender. The parties to each such designation shall execute and deliver to Administrative Agent for its acceptance a Designation Agreement. Upon such receipt of an appropriately completed Designation Agreement executed by a Designating Lender and a designee representing that it is a Designated Lender, Administrative Agent will accept such Designation Agreement and give prompt notice thereof thereto to Borrower, whereupon, (i) from and after the “Effective Date” specified in the Designation Agreement, the Designated Lender shall become a party to this Agreement with a right to make Bid Rate Loans on behalf of its Designating Lender pursuant to Section 2.02 after Borrower has accepted the Bid Rate Quote of the Designating Lender and (ii) the Designated Lender shall not be required to make payments with respect to any obligations in this Agreement except to the extent of excess cash flow of such Designated Lender which is not otherwise required to repay obligations of such Designated Lender which are then due and payable; provided, however, that regardless of such designation and assumption by the Designated Lender, the Designating Lender shall be and remain obligated to Borrower, Administrative Agent and the Banks for each and every of the obligations of the Designating Lender and its related Designated Lender with respect to this Agreement, including, without limitation, any indemnification obligations under Section 10.05. Each Designating Lender shall serve as the administrative agent of its Designated Lender and shall on behalf of, and to the exclusion of, the Designated Lender Lender: (i) receive any and all payments made for the benefit of the Designated Lender and (ii) give and receive all communications and notices and take all actions hereunder, including, without limitation, votes, approvals, waivers and consents under or relating to this Agreement and the other Loan Documents. Any such notice, communication, vote, approval, waiver or consent shall be signed by the Designating Lender as administrative agent for the Designated Lender and shall not be signed by the Designated Lender on its own behalf, but shall be binding on the Designated Lender to the same extent as if actually signed by the Designated Lender. Borrower, Administrative Agent and the Banks may rely thereon without any requirement that the Designated Lender sign or acknowledge the same. No Designated Lender may assign or transfer all or any portion of its interest hereunder or under any other Loan Document, other than assignments to the Designating Lender which originally designated such Designated Lender.

Designated Lender. Any (a) Subject to the terms and conditions set forth in this Section 9.07(a), any Bank (other than may from time to time elect to designate an Affected Eligible Designee to provide all or any part of Loans to be made by such Bank or a pursuant to this Agreement, provided the designation of an Eligible Designee by any Bank which is such solely because it is a Designated Lenderfor purposes of this Section 9.07(a) (each, a “Designating Lender”) may at any time designate one (1) Designated Lender to fund Bid Rate Loans on behalf of such Designating Lender shall be subject to the terms approval of this Section the Borrower and the provisions in Section 12.05 Administrative Agent, which consent shall not apply to such designationbe unreasonably withheld. No Bank may designate more than one (1) Designated Lender. The Upon the execution by parties to each such designation of an agreement substantially in the form of Exhibit E hereto (a "Designation Agreement") and the acceptance thereof by the Borrower and the Administrative Agent, the Eligible Designee shall execute become a Designated Lender for purposes of this Agreement. The Designating Bank shall thereafter have the right to permit such Designated Lender to provide all or a portion of the Loans to be made by such Designating Bank pursuant to Section 2.01, and deliver the making of such Loans or portion thereof shall satisfy the obligation of the Designating Bank to Administrative Agent the same extent, and as if, such Loan were made by the Designating Bank. As to any Loan made by it, each Designated Lender shall have all the rights a Bank making such Loan would have had under this Agreement and otherwise provided, (x) that all voting rights under this Agreement shall be exercised solely by the Designating Bank and (y) each Designating Bank shall remain solely responsible to the other parties hereto for its acceptance obligations under this Agreement, including all obligations of a Designation AgreementBank in respect of Loans made by its Designated Lender. Upon such receipt of an appropriately completed Designation Agreement executed No additional Note shall be required with regard to Loans provided by a Designating Lender and a designee representing that it is a Designated Lender, Administrative Agent will accept such Designation Agreement and give prompt notice thereof to Borrower, whereupon, (i) from and after the “Effective Date” specified in the Designation Agreement, the Designated Lender shall become a party to this Agreement with a right to make Bid Rate Loans on behalf of its Designating Lender pursuant to Section 2.02 after Borrower has accepted the Bid Rate Quote of the Designating Lender and (ii) the Designated Lender shall not be required to make payments with respect to any obligations in this Agreement except to the extent of excess cash flow of such Designated Lender which is not otherwise required to repay obligations of such Designated Lender which are then due and payable; provided, however, that regardless of such designation and assumption by to the extent any Designated LenderLender shall advance funds, the Designating Lender Bank shall be and remain obligated deemed to Borrower, Administrative Agent and hold the Banks Note (if any) in its possession as an agent for each and every such Designated Lender to the extent of the obligations of the Loan funded by such Designated Lender. Such Designating Lender and its related Designated Lender with respect to this Agreement, including, without limitation, any indemnification obligations under Section 10.05. Each Designating Lender Bank shall serve act as the administrative agent of for its Designated Lender and shall on behalf of, give and to receive notices and other communications hereunder. Any payments for the exclusion of, the account of any Designated Lender shall be paid to its Designating Bank as administrative agent for such Designated Lender and neither the Borrower nor the Administrative Agent shall be responsible for any Designating Bank’s application of any such payments. In addition, any Designated Lender may (i) receive with notice to, but without the prior written consent of the Borrower and the Administrative Agent, assign all or portions of its interest in any Loans to its Designating Bank or to any financial institutions consented to by the Borrower and all payments made the Administrative Agent (it being understood that such consent shall not be unreasonably withheld) providing liquidity and/or credit facilities to or for the benefit account of such Designated Lender to support the funding or maintenance of Loans made by such Designated Lender and (ii) give and receive all communications and notices and take all actions hereundersubject to advising any such Person that such information is to be treated as confidential in accordance with such Person’s customary practices for dealing with confidential, includingnon-public information, without limitation, votes, approvals, waivers and consents under or disclose on a confidential basis any non-public information relating to this Agreement and the other Loan Documents. Any such noticeits Loans to any rating agency, communicationcommercial paper dealer or provider of any guarantee, votesurety, approval, waiver credit or consent shall be signed by the Designating Lender as administrative agent for the Designated Lender and shall not be signed by the Designated Lender on its own behalf, but shall be binding on the Designated Lender liquidity enhancement to the same extent as if actually signed by the Designated Lender. Borrower, Administrative Agent and the Banks may rely thereon without any requirement that the Designated Lender sign or acknowledge the same. No Designated Lender may assign or transfer all or any portion of its interest hereunder or under any other Loan Document, other than assignments to the Designating Lender which originally designated such Designated Lender.

Designated Lender. Any (a) Subject to the terms and conditions set forth in this Section 9.07(a), any Bank (other than may from time to time elect to designate an Affected Eligible Designee to provide all or any part of Loans to be made by such Bank or a pursuant to this Agreement, provided the designation of an Eligible Designee by any Bank which is such solely because it is a Designated Lenderfor purposes of this Section 9.07(a) (each, a “Designating Lender”) may at any time designate one (1) Designated Lender to fund Bid Rate Loans on behalf of such Designating Lender shall be subject to the terms approval of this Section the Borrower and the provisions in Section 12.05 Administrative Agent, which consent shall not apply to such designationbe unreasonably withheld. No Bank may designate more than one (1) Designated Lender. The Upon the execution by parties to each such designation of an agreement substantially in the form of Exhibit H hereto (a "DESIGNATION AGREEMENT") and the acceptance thereof by the Borrower and the Administrative Agent, the Eligible Designee shall execute become a Designated Lender for purposes of this Agreement. The Designating Bank shall thereafter have the right to permit such Designated Lender to provide all or a portion of the Loans to be made by such Designating Bank pursuant to Section 2.01 or 2.03, and deliver the making of such Loans or portion thereof shall satisfy the obligation of the Designating Bank to Administrative Agent the same extent, and as if, such Loan were made by the Designating Bank. As to any Loan made by it, each Designated Lender shall have all the rights a Bank making such Loan would have had under this Agreement and otherwise provided, (x) that all voting rights under this Agreement shall be exercised solely by the Designating Bank and (y) each Designating Bank shall remain solely responsible to the other parties hereto for its acceptance obligations under this Agreement, including all obligations of a Designation AgreementBank in respect of Loans made by its Designated Lender. Upon such receipt of an appropriately completed Designation Agreement executed No additional Note shall be required with regard to Loans provided by a Designating Lender and a designee representing that it is a Designated Lender, Administrative Agent will accept such Designation Agreement and give prompt notice thereof to Borrower, whereupon, (i) from and after the “Effective Date” specified in the Designation Agreement, the Designated Lender shall become a party to this Agreement with a right to make Bid Rate Loans on behalf of its Designating Lender pursuant to Section 2.02 after Borrower has accepted the Bid Rate Quote of the Designating Lender and (ii) the Designated Lender shall not be required to make payments with respect to any obligations in this Agreement except to the extent of excess cash flow of such Designated Lender which is not otherwise required to repay obligations of such Designated Lender which are then due and payable; provided, however, that regardless of such designation and assumption by to the extent any Designated LenderLender shall advance funds, the Designating Lender Bank shall be and remain obligated deemed to Borrower, Administrative Agent and hold the Banks Note in its possession as an agent for each and every such Designated Lender to the extent of the obligations of the Loan funded by such Designated Lender. Such Designating Lender and its related Designated Lender with respect to this Agreement, including, without limitation, any indemnification obligations under Section 10.05. Each Designating Lender Bank shall serve act as the administrative agent of for its Designated Lender and shall on behalf of, give and to receive notices and other communications hereunder. Any payments for the exclusion of, the account of any Designated Lender shall be paid to its Designating Bank as administrative agent for such Designated Lender and neither the Borrower nor the Administrative Agent shall be responsible for any Designating Bank's application of any such payments. In addition, any Designated Lender may (i) receive with notice to, but without the prior written consent of the Borrower and the Administrative Agent, assign all or portions of its interest in any Loans to its Designating Bank or to any financial institutions consented to by the Borrower and all payments made the Administrative Agent (it being understood that such consent shall not be unreasonably withheld) providing liquidity and/or credit facilities to or for the benefit account of such Designated Lender to support the funding or maintenance of Loans made by such Designated Lender and (ii) give and receive all communications and notices and take all actions hereundersubject to advising any such Person that such information is to be treated as confidential in accordance with such Person's customary practices for dealing with confidential, includingnon-public information, without limitation, votes, approvals, waivers and consents under or disclose on a confidential basis any non-public information relating to this Agreement and the other Loan Documents. Any such noticeits Loans to any rating agency, communicationcommercial paper dealer or provider of any guarantee, votesurety, approval, waiver credit or consent shall be signed by the Designating Lender as administrative agent for the Designated Lender and shall not be signed by the Designated Lender on its own behalf, but shall be binding on the Designated Lender liquidity enhancement to the same extent as if actually signed by the Designated Lender. Borrower, Administrative Agent and the Banks may rely thereon without any requirement that the Designated Lender sign or acknowledge the same. No Designated Lender may assign or transfer all or any portion of its interest hereunder or under any other Loan Document, other than assignments to the Designating Lender which originally designated such Designated Lender.

Designated Lender. Any (a) Subject to the terms and conditions set forth in this Section 9.07(a), any Bank (other than may from time to time elect to designate an Affected Eligible Designee to provide all or any part of Loans to be made by such Bank or a pursuant to this Agreement, provided the designation of an Eligible Designee by any Bank which is such solely because it is a Designated Lenderfor purposes of this Section 9.07(a) (each, a “Designating Lender”) may at any time designate one (1) Designated Lender to fund Bid Rate Loans on behalf of such Designating Lender shall be subject to the terms approval of this Section the Borrower and the provisions in Section 12.05 Administrative Agent, which consent shall not apply to such designationbe unreasonably withheld. No Bank may designate more than one (1) Designated Lender. The Upon the execution by parties to each such designation of an agreement substantially in the form of Exhibit H hereto (a "Designation Agreement") and the acceptance thereof by the Borrower and the Administrative Agent, the Eligible Designee shall execute become a Designated Lender for purposes of this Agreement. The Designating Bank shall thereafter have the right to permit such Designated Lender to provide all or a portion of the Loans to be made by such Designating Bank pursuant to Section 2.01 or 2.03, and deliver the making of such Loans or portion thereof shall satisfy the obligation of the Designating Bank to Administrative Agent the same extent, and as if, such Loan were made by the Designating Bank. As to any Loan made by it, each Designated Lender shall have all the rights a Bank making such Loan would have had under this Agreement and otherwise provided, (x) that all voting rights under this Agreement shall be exercised solely by the Designating Bank and (y) each Designating Bank shall remain solely responsible to the other parties hereto for its acceptance obligations under this Agreement, including all obligations of a Designation AgreementBank in respect of Loans made by its Designated Lender. Upon such receipt of an appropriately completed Designation Agreement executed No additional Note shall be required with regard to Loans provided by a Designating Lender and a designee representing that it is a Designated Lender, Administrative Agent will accept such Designation Agreement and give prompt notice thereof to Borrower, whereupon, (i) from and after the “Effective Date” specified in the Designation Agreement, the Designated Lender shall become a party to this Agreement with a right to make Bid Rate Loans on behalf of its Designating Lender pursuant to Section 2.02 after Borrower has accepted the Bid Rate Quote of the Designating Lender and (ii) the Designated Lender shall not be required to make payments with respect to any obligations in this Agreement except to the extent of excess cash flow of such Designated Lender which is not otherwise required to repay obligations of such Designated Lender which are then due and payable; provided, however, that regardless of such designation and assumption by to the extent any Designated LenderLender shall advance funds, the Designating Lender Bank shall be and remain obligated deemed to Borrower, Administrative Agent and hold the Banks Note in its possession as an agent for each and every such Designated Lender to the extent of the obligations of the Loan funded by such Designated Lender. Such Designating Lender and its related Designated Lender with respect to this Agreement, including, without limitation, any indemnification obligations under Section 10.05. Each Designating Lender Bank shall serve act as the administrative agent of for its Designated Lender and shall on behalf of, and to the exclusion of, the Designated Lender (i) receive any and all payments made for the benefit of the Designated Lender and (ii) give and receive all communications and notices and take all actions other communications hereunder, including, without limitation, votes, approvals, waivers and consents under or relating to this Agreement and the other Loan Documents. Any such notice, communication, vote, approval, waiver or consent payments for the account of any Designated Lender shall be signed by the paid to its Designating Lender Bank as administrative agent for the such Designated Lender and shall not be signed by neither the Designated Lender on its own behalf, but Borrower nor the Administrative Agent shall be binding on the Designated Lender to the same extent as if actually signed by the Designated Lenderresponsible for any Designating Bank's application of any such payments. BorrowerIn addition, Administrative Agent and the Banks may rely thereon without any requirement that the Designated Lender sign or acknowledge the same. No Designated Lender may assign or transfer all or any portion of its interest hereunder or under any other Loan Document, other than assignments to the Designating Lender which originally designated such Designated Lender.(i) with notice to,

Designated Lender. Any Bank (other than an Affected Bank or a Bank which is such solely because it is a Designated Lender) (each, a “Designating Lender”) Lender may at any time designate not more than one (1) Designated Lender to fund Bid Rate Committed Revolving Loans and/or Competitive Loans on behalf of such Designating Lender subject to the terms of this Section 11.3(e) and the provisions in of Section 12.05 11.3(b) hereof shall not apply to such designation; provided that each Designated Lender which is a non-U.S. Lender shall comply with all of the provisions of Section 3.9 hereof. No Bank Lender may designate have more than one (1) Designated Lender at any time. Such designation may occur either by the execution of the signature pages hereof by such Lender and Designated Lender next to the appropriate "Designating Lender" and "Designated Lender" captions, or by execution by such parties of a Designation Agreement subsequent to the date hereof; provided, that any Lender and its Designated Lender executing the signature pages hereof as "Designating Lender" and "Designated Lender," respectively, on the date hereof shall be deemed to have executed a Designation Agreement, and shall be bound by the respective representations, warranties and covenants contained therein, and such designation shall be conclusively deemed to be accepted by the Borrowers and the Agent. The parties to each such designation occurring subsequent to the execution date hereof shall execute and deliver to Administrative the Agent and the Borrowers for its their acceptance a Designation Agreement. Upon such receipt of an appropriately completed Designation Agreement executed by a Designating Lender and a designee representing that it is a Designated LenderLender and consented to by the Borrowers, Administrative the Agent will accept such Designation Agreement and will give prompt notice thereof to Borrowerthe Borrowers and the other Lenders, whereupon, (i) from and after the “Effective Date” effective date specified in the Designation Agreement, the Designated Lender shall become a party to this Credit Agreement with a right to make Bid Rate Committed Revolving Loans and Competitive Loans on behalf of its Designating Lender pursuant to Section 2.02 after Borrower has accepted Sections 2.1 and 2.4, respectively, (ii) if so requested by such Designated Lender, the Bid Rate Quote of Borrowers shall execute and deliver to such Designated Lender a promissory note in accordance with the Designating Lender terms hereof, and (iiiii) the Designated Lender shall not be required to make payments with respect to any obligations and liabilities in this Credit Agreement except to the extent of excess cash flow of such Designated Lender which is not otherwise required to repay obligations of such Designated Lender which are then due and payable; provided, however, that regardless of such designation and assumption by the Designated Lender, the Designating Lender shall be and remain obligated to Borrowerthe Borrowers, Administrative the Agent and the Banks Lenders for each and every of the obligations of the Designating Lender and its related Designated Lender with respect to this Credit Agreement, including, without limitation, any actions taken by the Designated Lender with respect to this Credit Agreement, any indemnification obligations under Section 10.05hereunder and any sums otherwise payable to the Borrowers by the Designated Lender. Each Designating Lender Lender, or a specified branch or affiliate thereof, shall serve as the administrative agent of its Designated Lender and shall on behalf of, and to the exclusion of, the of its Designated Lender Lender: (i) receive any and all payments made for the benefit of the such Designated Lender and (ii) give and receive all communications and notices and take all actions hereunder, including, without limitation, votes, approvals, waivers and consents under or relating to this Agreement and the other Loan Documents. Any such notice, communication, vote, approval, waiver or consent shall be signed by the Designating Lender as administrative agent for the Designated Lender and shall not be signed by the Designated Lender on its own behalf, but shall be binding on the Designated Lender to the same extent as if actually signed by the Designated Lender. Borrower, Administrative Agent and the Banks may rely thereon without any requirement that the Designated Lender sign or acknowledge the same. No Designated Lender may assign or transfer all or any portion of its interest hereunder or under any other Loan Document, other than assignments to the Designating Lender which originally designated such Designated Lender.and

Designated Lender. Any Bank (other than i) Subject to the terms and conditions set forth in this Section 13.3(D), any Lender may from time to time elect to designate an Affected Bank Eligible Designee to provide all or any part of the Loans to be made by such Lender pursuant to this Agreement; provided that the designation of an Eligible Designee by any Lender for purposes of this Section 13.3(D) shall be subject to the approval of the Borrower and the Administrative Agent (which consent shall not be unreasonably withheld or delayed). Upon the execution by the parties to each such designation of an agreement in the form of Exhibit L hereto (a Bank which is such solely because it is "DESIGNATION AGREEMENT") and the acceptance thereof by the Borrower and the Administrative Agent, the Eligible Designee shall become a Designated Lender) (each, a “Lender for purposes of this Agreement. The Designating Lender”) may at any time designate one (1) Lender shall thereafter have the right to permit the Designated Lender to fund Bid Rate provide all or a portion of the Loans on behalf of such to be made by the Designating Lender subject pursuant to the terms of this Section Agreement and the provisions in Section 12.05 making of the Loans or portion thereof shall not apply to such designation. No Bank may designate more than one (1) Designated Lender. The parties to each such designation shall execute and deliver to Administrative Agent for its acceptance a Designation Agreement. Upon such receipt of an appropriately completed Designation Agreement executed by a Designating Lender and a designee representing that it is a Designated Lender, Administrative Agent will accept such Designation Agreement and give prompt notice thereof to Borrower, whereupon, (i) from and after satisfy the “Effective Date” specified in the Designation Agreement, the Designated Lender shall become a party to this Agreement with a right to make Bid Rate Loans on behalf of its Designating Lender pursuant to Section 2.02 after Borrower has accepted the Bid Rate Quote obligations of the Designating Lender to the same extent, and as if, such Loan was made by the Designating Lender. As to any Loan made by it, each Designated Lender shall have all the rights a Lender making such Loan would have under this Agreement and otherwise; provided, (x) that all voting rights under this Agreement shall be exercised solely by the Designating Lender, (y) each Designating Lender shall remain solely responsible to the other parties hereto for its obligations under this Agreement, including the obligations of a Lender in respect of Loans made by its Designated Lender and (iiz) no Designated Lender shall be entitled to reimbursement under Article IV hereof for any amount which would exceed the amount that would have been payable by the Borrower to the Lender from which the Designated Lender obtained any interests hereunder. No additional Notes shall not be required to make payments with respect to any obligations in this Agreement except to the extent of excess cash flow of such Loans provided by a Designated Lender which is not otherwise required to repay obligations of such Designated Lender which are then due and payableLender; provided, however, that regardless of such designation and assumption by to the extent any Designated LenderLender shall advance funds, the Designating Lender shall be and remain obligated deemed to Borrower, Administrative Agent and hold the Banks Notes in its possession as an agent for each and every such Designated Lender to the extent of the obligations of the Designating Lender and its related Loan funded by such Designated Lender with respect to this Agreement, including, without limitation, any indemnification obligations under Section 10.05Lender. Each Such Designating Lender shall serve act as the administrative agent of for its Designated Lender and shall on behalf of, and to the exclusion of, the Designated Lender (i) receive any and all payments made for the benefit of the Designated Lender and (ii) give and receive all communications and notices and take all actions communications hereunder, including, without limitation, votes, approvals, waivers and consents under or relating to this Agreement and the other Loan Documents. Any such notice, communication, vote, approval, waiver or consent payments for the account of any Designated Lender shall be signed by the paid to its Designating Lender as administrative agent for the such Designated Lender and shall neither the Borrower not be signed by the Designated Lender on its own behalf, but Administrative Agent shall be binding on the Designated Lender to the same extent as if actually signed by the Designated responsible for any Designating Lender's application of such payments. BorrowerIn addition, Administrative Agent and the Banks may rely thereon without any requirement that the Designated Lender sign or acknowledge the same. No Designated Lender may (1) with notice to, but without the consent of the Borrower and the Administrative Agent, assign or transfer all or any portion portions of its interest hereunder or under interests in any other Loan Document, other than assignments Loans to the its Designating Lender which originally designated or to any financial institution consented to by the Borrower and the Administrative Agent providing liquidity and/or credit facilities to or for the account of such Designated Lender and (2) subject to advising any such Person that such information is to be treated as confidential in accordance with such Person's customary practices for dealing with confidential, non-public information, disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any guarantee, surety or credit or liquidity enhancement to such Designated Lender.

Designated Lender. Any Bank (other than an Affected Bank or a Bank which is such solely because it is a Designated Lender) (each, a “Designating Lender”) may at any time designate one (1) Designated Lender to fund Bid Rate Loans on behalf of such Designating Lender subject to the terms of this Section and the provisions in Section 12.05 shall not apply to such designation. No Bank may designate more than one (1) Designated Lender. The parties to each such designation shall execute and deliver to Administrative the Lead Agent for its acceptance a Designation Agreement. Upon such receipt of an appropriately completed Designation Agreement executed by a Designating Lender and a designee representing that it is a Designated Lender, Administrative the Lead Agent will accept such Designation Agreement and will give prompt notice thereof to the Borrower, whereupon, (i) the Borrower shall execute and deliver to the Designating Bank a Designated Lender Note payable to the order of the Designated Lender, (ii) from and after the “Effective Date” effective date specified in the Designation Agreement, the Designated Lender shall become a party to this Agreement with a right (subject to the provisions of Section 2.3(b)) to make Bid Rate Money Market Loans on behalf of its Designating Lender pursuant to Section 2.02 2.3 after the Borrower has accepted the Bid Rate Quote a Money Market Loan (or portion thereof) of the Designating Lender Lender, and (iiiii) the Designated Lender shall not be required to make payments with respect to any obligations in this Agreement except to the extent of excess cash flow of such Designated Lender which is not otherwise required to repay obligations of such Designated Lender which are then due and payable; provided, however, that regardless of such designation and assumption by the Designated Lender, the Designating Lender shall be and remain obligated to Borrower, Administrative Agent the Borrower and the Banks for each and every of the obligations of the 109 Designating Lender and its related Designated Lender with respect to this Agreement, including, without limitation, any indemnification obligations under Section 10.057.6 hereof and any sums otherwise payable to the Borrower by the Designated Lender. Each Designating Lender shall serve as the administrative agent of its the Designated Lender and shall on behalf of, and to the exclusion of, the Designated Lender Lender: (i) receive any and all payments made for the benefit of the Designated Lender and (ii) give and receive all communications and notices and take all actions hereunder, including, without limitation, votes, approvals, waivers waivers, consents and consents amendments under or relating to this Agreement and the other Loan Documents. Any such notice, communication, vote, approval, waiver waiver, consent or consent amendment shall be signed by the Designating Lender as administrative agent for the Designated Lender and shall not be signed by the Designated Lender on its own behalf, but behalf and shall be binding on upon the Designated Lender to the same extent as if actually signed by the Designated LenderLender on its own behalf. The Borrower, Administrative Agent the Lead Agent, and the Banks may rely thereon without any requirement that the Designated Lender sign or acknowledge the same. No Designated Lender may assign or transfer all or any portion of its interest hereunder or under any other Loan Document, other than assignments to the Designating Lender which originally designated such Designated LenderLender or otherwise in accordance with the provisions of Section 9.6(b) and (c).