Common use of Designated Lenders Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Designated Lenders. (i) Subject to the terms and conditions set forth in this Section 12.1.213.1(B), any Lender may from time to time elect to designate an Eligible Designee to provide all or any part of the Loans to be made by such Lender pursuant to this Agreement; provided that the designation of an Eligible Designee by any Lender for purposes of this Section 12.1.2 13.1(B) shall be subject to the approval of the Administrative Agent (which consent shall not be unreasonably withheld or delayed). Upon the execution by the parties to each such designation of an agreement in the form of Exhibit F L hereto (a “Designation Agreement”"DESIGNATION AGREEMENT") and the acceptance thereof by the Administrative Agent, the Eligible Designee shall become a Designated Lender for purposes of this Agreement. The Designating Lender shall thereafter have the right to permit the Designated Lender to provide all or a portion of the Loans to be made by the Designating Lender pursuant to the terms of this Agreement and the making of such the Loans or portion thereof shall satisfy the obligations of the Designating Lender to the same extent, and as if, such Loan was made by the Designating Lender. As to any Loan made by it, each Designated Lender shall have all the rights a Lender making such Loan would have under this Agreement and otherwise; provided, that (w) each Designated Lender shall comply with the provisions of Section 2.14(E) to the same extent as if it were a Lender, (x) that all voting rights under this Agreement shall be exercised solely by the Designating LenderLender in its sole discretion, (y) each Designating Lender shall remain solely responsible to the other parties hereto for its obligations under this Agreement, including the obligations of a Lender in respect of Loans made by its Designated Lender and (z) no Designated Lender shall be entitled to reimbursement under Section 2.14(E), Article III IV or Section 10.7 hereof for any amount which would exceed the amount that would have been payable by the Borrowers any Borrower to the Lender from which the Designated Lender obtained any interests hereunder. No additional Notes promissory notes shall be required to be issued hereunder with respect to Loans provided by a Designated Lender; provided, however, to the extent any Designated Lender shall advance funds, the Designating Lender shall be deemed to hold the Notes promissory notes issued hereunder in its possession as an administrative agent for such Designated Lender to the extent of the Loan funded by such Designated Lender. Such Designating Lender shall act as an administrative agent for its Designated Lender and give and receive notices and communications hereunder. Any payments for the account of any Designated Lender shall be paid to its Designating Lender as administrative agent for such Designated Lender and neither the Borrowers Company nor the Administrative Agent shall be responsible for any Designating Lender’s 's application of such payments. In addition, any Designated Lender may (1) with notice to, but without the consent of, of the Borrowers Company or the Administrative Agent, assign all or portions of its interests in any Loans to its Designating Lender or to any financial institution consented to by the Administrative Agent providing liquidity and/or credit facilities to or for the account of such Designated Lender and (2) subject to advising any such Person that such information is to be treated as confidential in accordance with Section 9.1113.4, disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any guarantee, surety or credit or liquidity enhancement to such Designated Lender. (ii) Each party to this Agreement hereby agrees that it shall not institute against, or join any other Person in instituting against, any Designated Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law for one year and a day after the payment in full of all outstanding senior indebtedness of any Designated Lender; provided that the Designating Lender for each Designated Lender hereby agrees to indemnify, save and hold harmless each other party hereto for any loss, cost, damage and expense arising out of its inability to institute any such proceeding against such Designated Lender. This Section 12.1.2 13.1(B) shall survive the termination of this Agreement.

Designated Lenders. (ia) Subject to the terms and conditions set forth in provisions of this Section 12.1.2Section, any Lender may from time to time elect to designate an Eligible Designee to provide all or any part a portion of the Loans to be made by such Lender pursuant to this Agreement; provided that the such designation of an Eligible Designee by any Lender for purposes of this Section 12.1.2 shall be subject to the approval of the Agent (which consent shall not be unreasonably withheld or delayed)effective unless the Borrower and the Agent consent thereto. Upon the execution by the parties to each such designation of When a Lender and its Eligible Designee shall have signed an agreement substantially in the form of Exhibit F K hereto (a “"Designation Agreement”") and the acceptance thereof by Borrower and the AgentAgent shall have signed their respective consents thereto, the such Eligible Designee shall become a Designated Lender for purposes of this Agreement. The Designating Lender shall thereafter have the right to permit the such Designated Lender to provide all or a portion of the Loans to be made by the such Designating Lender pursuant to the terms of this Agreement Section 2.01 and the making of such Loans or portion portions thereof shall satisfy the obligations obligation of the Designating Lender to the same extent, and as if, such Loan was Loans or portion thereof 765748.1 10/9/98 7:17p 67 were made by the Designating Lender. As to any Loan Loans or portion thereof made by it, each Designated Lender shall have all the rights that a Lender making such Loan Loans or portion thereof would have had under this Agreement the Loan Documents and otherwise; provided, provided that (x) that all its voting rights under this Agreement shall be exercised solely by the its Designating Lender, Lender and (y) each its Designating Lender shall remain solely responsible to the other parties hereto for the performance of its obligations under this Agreement, including the its obligations of a Lender in respect of the Loans or portion thereof made by its Designated Lender and (z) no Designated Lender shall be entitled to reimbursement under Article III hereof for any amount which would exceed the amount that would have been payable by the Borrowers to the Lender from which the Designated Lender obtained any interests hereunderit. No additional Notes Note shall be required with respect to evidence Loans provided or portions thereof made by a Designated Lender; provided, however, to the extent any Designated Lender shall advance funds, and the Designating Lender shall be deemed to hold the Notes in its possession Note as an agent for such its Designated Lender to the extent of the Loan Loans or portion thereof funded by such Designated Lender. Such Each Designating Lender shall act as administrative the agent for its Designated Lender and give and receive notices and other communications hereunderon its behalf. Any payments for the account of any Designated Lender shall be paid to its Designating Lender as administrative the agent for such Designated Lender and neither the Borrowers Borrower nor the Agent shall be responsible for any Designating Lender’s 's application of such payments. In addition, any Designated Lender may (1) may, with notice to, but without the prior written consent of, the Borrowers Borrower or the Agent, assign all or portions of its interests interest in any Loans to its Designating Lender or to any financial institution institutions consented to by the Borrower and the Agent providing liquidity and/or credit facilities to or for the account of such Designated Lender to support the funding of Loans or portions thereof made by such Designated Lender and (2) subject to advising any such Person that such information is to be treated as confidential in accordance with Section 9.11, disclose on a confidential basis any non-public information relating to its Loans or portions thereof to any rating agency, commercial paper dealer or provider of any guarantee, surety or surety, credit or liquidity enhancement to such Designated Lender. (iib) Each party to this Agreement hereby agrees that it shall will not institute against, or join any other Person person in instituting against, any Designated Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings proceeding under any federal or state bankruptcy or similar law law, for one year and a day after the payment in full of all outstanding senior indebtedness of such Designated Lender is paid in full. The Designating Lender for each Designated Lender agrees to indemnify, save, and hold harmless each other party hereto for any loss, cost, damage and expense arising out of its inability to institute any such proceeding against such Designated Lender. This Section 12.1.2 shall survive the termination of this Agreement.

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

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

Designated Lenders. (i) Subject to the terms and conditions set forth in this Section 12.1.213.1(B), any Lender may from time to time elect to designate an Eligible Designee to provide all or any part of the Loans to be made by such Lender pursuant to this Agreement; provided provided, that the designation of an Eligible Designee by any Lender for purposes of this Section 12.1.2 13.1(B) shall be subject to the approval of the Administrative Agent (which consent shall not be unreasonably withheld or delayed). Upon the execution by the parties to each such designation of an agreement in the form of Exhibit F K hereto (a “Designation Agreement”) and the acceptance thereof by the Administrative Agent, the Eligible Designee shall become a Designated Lender for purposes of this Agreement. The Designating Lender shall thereafter have the right to permit the Designated Lender to provide all or a portion of the Loans to be made by the Designating Lender pursuant to the terms of this Agreement and the making of such the Loans or portion thereof shall satisfy the obligations of the Designating Lender to the same extent, and as if, such Loan was made by the Designating Lender. As to any Loan made by it, each Designated Lender shall have all the rights a Lender making such Loan would have under this Agreement and otherwise; provided, that (w) each Designated Lender shall comply with the provisions of Section 2.14(E) to the same extent as if it were a Lender, (x) that all voting rights under this Agreement shall be exercised solely by the Designating Lender, (y) each Designating Lender shall remain solely responsible to the other parties hereto for its obligations under this Agreement, including the obligations of a Lender in respect of Loans made by its Designated Lender and (z) no Designated Lender shall be entitled to reimbursement under Section 2.14(E), Article III hereof IV or Section 10.7 for any amount which would exceed the amount that would have been payable by the Borrowers any Borrower to the Lender from which the Designated Lender obtained any interests hereunder. No additional Notes promissory notes shall be required to be issued hereunder with respect to Loans provided by a Designated Lender; provided, however, to the extent any Designated Lender shall advance funds, the Designating Lender shall be deemed to hold the Notes promissory notes issued hereunder in its possession as an administrative agent for such Designated Lender to the extent of the Loan funded by such Designated Lender. Such Designating Lender shall act as an administrative agent for its Designated Lender and give and receive notices and communications hereunder. Any payments for the account of any Designated Lender shall be paid to its Designating Lender as administrative agent for such Designated Lender and neither the Borrowers any Borrower nor the Administrative Agent shall be responsible for any Designating Lender’s application of such payments. In addition, any Designated Lender may (1) with notice to, but without the consent of, of the Borrowers Company or the Administrative Agent, assign all or portions of its interests in any Loans to its Designating Lender or to any financial institution consented to by the Administrative Agent providing liquidity and/or credit facilities to or for the account of such Designated Lender and (2) subject to advising any such Person that such information is to be treated as confidential in accordance with Section 9.1113.4, disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any guarantee, surety or credit or liquidity enhancement to such Designated Lender. (ii) Each party to this Agreement hereby agrees that it shall not institute against, or join any other Person in instituting against, any Designated Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law for one year and a day after the payment in full of all outstanding senior indebtedness of any Designated Lender; provided, that the Designating Lender for each Designated Lender hereby agrees to indemnify, save and hold harmless each other party hereto for any loss, cost, damage and expense arising out of its inability to institute any such proceeding against such Designated Lender. This Section 12.1.2 13.1(B) shall survive the termination of this Agreement.

Designated Lenders. Any Lender (ieach, a “Designating Lender”) Subject may at any time while the Borrower has been assigned an Investment Grade Rating from either S&P or ▇▇▇▇▇’▇ designate one Designated Lender to fund Bid Rate Loans on behalf of such Designating Lender subject to the terms of this subsection, and conditions set forth the provisions in this Section 12.1.2, any the immediately preceding subsections (b) and (d) shall not apply to such designation. No Lender may from time to time elect to designate an Eligible Designee to provide all or any part of the Loans to be made by such Lender pursuant to this Agreement; provided that the designation of an Eligible Designee by any Lender for purposes of this Section 12.1.2 shall be subject to the approval of the Agent (which consent shall not be unreasonably withheld or delayed)more than one Designated Lender. Upon the execution by the The parties to each such designation shall execute and deliver to the Administrative Agent for its acceptance a Designation Agreement. Upon such receipt of an agreement appropriately completed Designation Agreement executed by a Designating Lender and a designee representing that it is a Designated Lender, the Administrative Agent will accept such Designation Agreement and give prompt notice thereof to the Borrower, whereupon (i) the Borrower shall execute and deliver to the Designating Lender a Bid Rate Note payable to the Designated Lender, (ii) from and after the effective date specified in the form of Exhibit F hereto (a “Designation Agreement”) and the acceptance thereof by the Agent, the Eligible Designee Designated Lender shall become a Designated Lender for purposes of party to this Agreement. The Designating Lender shall thereafter have the Agreement with a right to permit the Designated Lender to provide all or a portion make Bid Rate Loans on behalf of the Loans to be made by the its Designating Lender pursuant to Section 2.2. after the terms Borrower has accepted a Bid Rate Loan (or portion thereof) of the Designating Lender, and (iii) the Designated Lender shall not be required to make payments with respect to any obligations in this Agreement except to the extent of excess cash flow of such Designated Lender which is not otherwise required to repay obligations of such Designated Lender which are then due and payable; provided, however, that regardless of such designation and assumption by the Designated Lender, the Designating Lender shall be and remain obligated to the Borrower, the Administrative Agent and the making Lenders for each and every of such Loans or portion thereof shall satisfy the obligations of the Designating Lender and its related Designated Lender with respect to this Agreement, including, without limitation, any indemnification obligations under Section 11.6. and any sums otherwise payable to the same extent, and as if, such Loan was made Borrower by the Designating Designated Lender. As to any Loan made by it, each Designated Lender shall have all the rights a Lender making such Loan would have under this Agreement and otherwise; provided, (x) that all voting rights under this Agreement shall be exercised solely by the Designating Lender, (y) each Each Designating Lender shall remain solely responsible serve as the agent of the Designated Lender and shall on behalf of, and to the other parties hereto exclusion of, the Designated Lender: (i) receive any and all payments made for its obligations under this Agreement, including the obligations benefit of a Lender in respect of Loans made by its the Designated Lender and (zii) no Designated Lender give and receive all communications and notices and take all actions hereunder, including, without limitation, votes, approvals, waivers, consents and amendments under or relating to this Agreement and the other Loan Documents. Any such notice, communication, vote, approval, waiver, consent or amendment shall be entitled to reimbursement under Article III hereof for any amount which would exceed the amount that would have been payable signed by the Borrowers to the Designating Lender from which as agent for the Designated Lender obtained any interests hereunder. No additional Notes and shall not be signed by the Designated Lender on its own behalf and shall be required with respect to Loans provided by a Designated Lender; provided, however, to binding on the extent any Designated Lender shall advance funds, the Designating Lender shall be deemed to hold the Notes in its possession as an agent for such Designated Lender to the same extent as if signed by the Designated Lender on its own behalf. The Borrower, the Administrative Agent and the Lenders may rely thereon without any requirement that the Designated Lender sign or acknowledge the same. No Designated Lender may assign or transfer all or any portion of its interest hereunder or under any other Loan Document, other than assignments to the Loan funded by Designating Lender which originally designated such Designated Lender. Such Designating Lender shall act as administrative agent for its Designated Lender and give and receive notices and communications hereunder. Any payments for the account of any Designated Lender shall be paid to its Designating Lender as administrative agent for such Designated Lender and neither the Borrowers nor the Agent shall be responsible for any Designating Lender’s application of such payments. In addition, any Designated Lender may (1) with notice to, but without the consent ofThe Borrower, the Borrowers or Lenders and the Agent, assign all or portions of its interests in any Loans to its Designating Lender or to any financial institution consented to by the Administrative Agent providing liquidity and/or credit facilities to or for the account of such Designated Lender and (2) subject to advising any such Person that such information is to be treated as confidential in accordance with Section 9.11, disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any guarantee, surety or credit or liquidity enhancement to such Designated Lender. (ii) Each party to this Agreement each hereby agrees that it shall will not institute against, against any Designated Lender or join any other Person in instituting against, against any Designated Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law for law, until the later to occur of (x) one year and a one day after the payment in full of all outstanding senior indebtedness the latest maturing commercial paper note issued by such Designated Lender and (y) the Termination Date. In connection with any such designation, the Designating Lender shall pay to the Administrative Agent an administrative fee for processing such designation in the amount of any Designated Lender. This Section 12.1.2 shall survive the termination of this Agreement$2000.

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

Designated Lenders. (i) Subject to the terms and conditions set forth in of this Section 12.1.210.12, any Bank may at any time designate not more than one Designated Lender may from time to time elect fund Committed Loans and/or Bid Loans on behalf of such Designating Lender and the provisions of Section 10.11 hereof shall not apply to designate an Eligible Designee to provide all or any part of the Loans to be made by such Lender pursuant to this Agreementdesignation; provided that each Designated Lender which is not a United States person (as such term is defined in Section 701(a)(30) of the Code) shall comply with the provisions of Section 3.9 hereof. Such designation may occur either by the execution of an Eligible Designee the signature pages hereof by such Bank 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 Bank and its Designated Lender for purposes of this Section 12.1.2 executing the signature pages hereof as the date hereof shall be subject deemed to the approval of the Agent (which consent have executed a Designation Agreement, and shall not be unreasonably withheld or delayed). Upon the execution bound by the respective representations, warranties and covenants contained therein, and such designation shall be conclusively deemed to be accepted by the Company and the Administrative Agent. The parties to each such designation occurring subsequent to the execution date hereof shall execute and deliver to the Administrative Agent and the Company for their acceptance a Designation Agreement. Upon receipt of an agreement appropriately completed Designation Agreement executed by a Designating Lender and a designee representing that it is a Designated Lender and consented to by the Company, in its sole discretion, the Administrative Agent will accept such Designation Agreement and will give prompt notice thereof to the Company and the other Banks whereupon, from and after the effective date specified in the form of Exhibit F hereto (a “Designation Agreement”) and the acceptance thereof by the Agent, the Eligible Designee Designated Lender shall become a party to this Agreement as a Designated Lender for purposes of this Agreement. The Designating Lender shall thereafter have the with a right to permit the Designated Lender to provide all or a portion make Committed Loans and Bid Loans on behalf of the Loans to be made by the Designating Lender pursuant to the terms of this Agreement and the making of such Loans or portion thereof shall satisfy the obligations of the Designating Lender to the same extent, and as if, such Loan was made by the its Designating Lender. As to any Loan made by it, each Designated Lender shall have all the rights a Lender making such Loan would have under this Agreement and otherwise; provided, (x) that all voting rights under this Agreement shall be exercised solely by the Designating Lender, (y) each Designating Lender shall remain solely responsible to the other parties hereto for its obligations under this Agreement, including the obligations of a Lender in respect of Loans made by its Designated Lender and (z) no No Designated Lender shall be entitled required to reimbursement under Article III hereof for any amount which would exceed the amount that would have been payable by the Borrowers to the Lender from which the Designated Lender obtained any interests hereunder. No additional Notes shall be required make payments with respect to Loans provided by a Designated Lender; provided, however, to the extent any Designated Lender shall advance funds, the Designating Lender shall be deemed to hold the Notes in its possession as an agent for such Designated Lender obligations and liabilities under this Agreement except to the extent of the Loan funded by such Designated Lender. Such Designating Lender shall act as administrative agent for its Designated Lender and give and receive notices and communications hereunder. Any payments for the account of any Designated Lender shall be paid to its Designating Lender as administrative agent for such Designated Lender and neither the Borrowers nor the Agent shall be responsible for any Designating Lender’s application of such payments. In addition, any Designated Lender may (1) with notice to, but without the consent of, the Borrowers or the Agent, assign all or portions of its interests in any Loans to its Designating Lender or to any financial institution consented to by the Agent providing liquidity and/or credit facilities to or for the account excess cash flow of such Designated Lender and (2) subject which is not otherwise required to advising any such Person that such information is to be treated as confidential in accordance with Section 9.11, disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider repay obligations of any guarantee, surety or credit or liquidity enhancement to such Designated Lender. (ii) Each party to this Agreement hereby Lender which are then due and payable. The Company and each of the Banks and each of the Agents agrees that it shall will not institute against, against any Designated Lender or join any other Person in instituting against, against any Designated Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law law, for one year and a one day after the payment in full of all outstanding senior indebtedness of any the latest maturing commercial paper note issued by such Designated Lender. This Section 12.1.2 Each Designating Lender, or a specified branch or affiliate thereof, shall survive serve as the termination administrative agent of its Designated Lender and shall on behalf of its Designated Lender: (i) receive any and all payments made for the benefit of such Designated Lender (and all payments made to such Designating Lender shall be a good receipt and acquittance as against its Designated Lender and such Designated Lender's successors and assigns) and (ii) give and receive all communications and notices and take all actions hereunder, including, without limitation, votes, approvals, waivers, consents and amendments under or relating to this Agreement. Any such notice, communication, vote, approval, waiver, consent or amendment shall be signed by a Designating Lender, or specified branch or affiliate thereof, as administrative agent for its Designated Lender and need not be signed by such Designated Lender on its own behalf. The Company, the Agents and the Banks may rely thereon without any requirement that the Designated Lender sign or acknowledge the same and any such act shall be fully binding on such Designated Lender and its successors and assigns. No Designated Lender may assign or transfer all of any portion of its interest hereunder, other than via an assignment of all of its interest hereunder to its Designating Lender or Liquidity Bank, if any, or otherwise in accordance with the provisions of Section 10.11 hereof. Anything contained in this Section 10.12 to the contrary notwithstanding each Designating Lender (i) shall be and remain fully responsible and liable to the Company, each of the Agents and each of the Banks for each and every obligation and liability of such Designating Lender and its Designated Lender arising under or with respect to this Agreement or the other Loan Documents and (ii) shall indemnify and hold the Company, each of the Agents and the other Banks harmless from and against any and all liabilities, losses, costs or expenses of whatever nature suffered or incurred by any of them, resulting directly or indirectly from its designation of a Designated Lender hereunder or under a Designation Agreement or the fact that its Designated Lender funded Loans hereunder. Without limiting the generality of the foregoing, each Designating Lender shall be and remain fully liable and responsible for insuring that all Loans to be made under its Commitment are made as and when required by this Agreement and if its Designated Lender fails to make any such Loan, such Designating Lender shall make such Loan and shall be and remain fully liable to the Company and the Agents for any delays in the funding thereof. In order to hold a Designating Lender liable for failure by a Designated Lender to perform any liability or obligation of its Designated Lender hereunder or under its Designation Agreement the Company, the Agents or any other party to whom such obligation or liability is owed shall not be required to first seek performance or payment thereof from such Designated Lender or to exhaust any remedies which they may have against such Designated Lender, but may immediately proceed against the Designating Lender in question.

Designated Lenders. (ia) Subject to the terms and conditions set forth in provisions of this Section 12.1.29.07(a), any Lender Bank may from time to time elect to designate an Eligible Designee to provide all or any part a portion of the Loans to be made by such Lender Bank pursuant to this Agreement; provided that such designation shall not be effective unless the designation of an Eligible Designee by any Lender for purposes of this Section 12.1.2 shall be subject to Borrower and the approval of the Administrative Agent (consent thereto, which consent consents shall not be unreasonably withheld or delayed)withheld. Upon the execution by the parties to each such designation of When a Bank and its Eligible Designee shall have signed an agreement substantially in the form of Exhibit F H hereto (a “"Designation Agreement”") and the acceptance thereof by Borrower and the AgentAdministrative Agent shall have signed their respective consents thereto, the such Eligible Designee shall become a Designated Lender for purposes of this Agreement. The Designating Lender Bank shall thereafter have the right fight to permit the such Designated Lender to provide all or a portion of the Loans to be made by the such Designating Lender Bank pursuant to the terms of this Agreement Section 2.01 or 2.04, and the making of such Loans or portion portions thereof shall satisfy the obligations obligation of the Designating Lender Bank to the same extent, and as if, such Loan was Loans or portion thereof were made by the Designating LenderBank. As to any Loan Loans or portion thereof made by it, each Designated Lender shall have all the rights that a Lender Bank making such Loan Loans or portion thereof would have had under this Agreement and otherwise; provided, provided that (x) that all its voting rights under this Agreement shall be exercised solely by the Designating Lender, Bank and (y) each its Designating Lender Bank shall remain solely responsible to the other parties hereto for the performance of its obligations under this Agreement, including the its obligations of a Lender in respect of the Loans or portion thereof made by its Designated Lender and (z) no Designated Lender shall be entitled to reimbursement under Article III hereof for any amount which would exceed the amount that would have been payable by the Borrowers to the Lender from which the Designated Lender obtained any interests hereunderit. No additional Notes Note shall be required with respect to evidence Loans provided or portions thereof made by a Designated Lender; provided, however, to the extent any Designated Lender shall advance funds, and the Designating Lender Bank shall be deemed to hold the Notes in its possession Note as an agent for such its Designated Lender to the extent of the Loan Loans or portion thereof funded by such Designated Lender. Such Each Designating Lender Bank shall act as administrative agent for its Designated Lender and give and receive notices and other communications hereunderon its behalf. Any payments for the account of any Designated Lender shall be paid to its Designating Lender Bank as administrative agent for such Designated Lender and neither the Borrowers Borrower nor the Administrative Agent shall be responsible for any Designating Lender’s Bank's application of such payments. In addition, any Designated Lender may (1i) with notice to, but without the prior written consent of, of the Borrowers Borrower or the Administrative Agent, assign all or portions of its interests interest in any Loans to its Designating Lender Bank or to any financial institution institutions consented to by the Borrower and the Administrative Agent providing liquidity and/or credit facilities to or for the account of such Designated Lender to support the funding of Loans or portions thereof made by such Designated Lender and (2ii) subject to advising any such Person that such information is to be treated as confidential in accordance with Section 9.11, disclose on a confidential basis any non-public information relating to its Loans or portions thereof to any rating agency, commercial paper dealer or provider of any guarantee, surety or surety, credit or liquidity enhancement to such Designated Lender. (iib) Each party to this Agreement hereby agrees that it shall will not institute against, or join any other Person person in instituting against, any Designated Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings proceeding under any federal or state bankruptcy or similar law law, for one year and a day after the payment in full of all outstanding senior indebtedness of such Designated Lender is paid in full. The Designating Bank for each Designated Lender agrees to indemnify, save, and hold harmless each other party hereto for any loss, cost, damage and expense arising out of its inability to institute any such proceeding against such Designated Lender. This Section 12.1.2 9.07(b) shall survive the termination of this Agreement.

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

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

Designated Lenders. (ia) Subject to the terms and conditions set forth in this Section 12.1.2‎12.1.2, any Lender may from time to time elect to designate an Eligible Designee to provide all or any part of the Loans to be made by such Lender pursuant to this Agreement; provided that the designation of an Eligible Designee by any Lender for purposes of this Section 12.1.2 ‎12.1.2 shall be subject to the approval of the Administrative Agent and, solely in the case of any designation in respect of a Lender’s Revolving Commitment, the LC Issuers and the Swing Line Lender (which consent shall not be unreasonably withheld or delayed). Upon the execution by the parties to each such designation of an agreement in the form of Exhibit F E hereto (a “Designation Agreement”) and the acceptance thereof by the Administrative Agent, the Eligible Designee shall become a Designated Lender for purposes of this Agreement. The Designating Lender shall thereafter have the right to permit the Designated Lender to provide all or a portion of the Loans to be made by the Designating Lender pursuant to the terms of this Agreement and the making of such the Loans or portion thereof shall satisfy the obligations of the Designating Lender to the same extent, and as if, such Loan was made by the Designating Lender. As to any Loan made by it, each Designated Lender shall have all the rights a Lender making such Loan would have under this Agreement and otherwise; provided, provided that (x) that all voting rights under this Agreement shall be exercised solely by the Designating Lender, (y) each Designating Lender shall remain solely responsible to the other parties hereto for its obligations under 12660163v2 this Agreement, including the obligations of a Lender in respect of Loans made by its Designated Lender and (z) no Designated Lender shall be entitled to reimbursement under Article III ‎III hereof for any amount which would exceed the amount that would have been payable by the Borrowers Borrower to the Lender from which the Designated Lender obtained any interests hereunder. No additional Notes shall be required with respect to Loans provided by a Designated Lender; provided, however, to the extent any Designated Lender shall advance funds, the Designating Lender shall be deemed to hold the Notes in its possession as an a non-fiduciary agent for such Designated Lender to the extent of the Loan funded by such Designated Lender. Such Designating Lender shall act as administrative agent for its Designated Lender and give and receive notices and communications hereunder. Any payments for the account of any Designated Lender shall be paid to its Designating Lender as administrative agent for such Designated Lender and neither the Borrowers Borrower nor the Administrative Agent shall be responsible for any Designating Lender’s application of such payments. In addition, any Designated Lender may (1) with notice to, but without the consent of, of the Borrowers Borrower or the Administrative Agent, assign all or portions of its interests in any Loans to its Designating Lender or to any financial institution consented to by the Administrative Agent providing liquidity and/or credit facilities to or for the account of such Designated Lender and (2) subject to advising any such Person that such information is to be treated as confidential in accordance with Section 9.11‎9.11, disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any guarantee, surety or credit or liquidity enhancement to such Designated Lender. In addition, each such Designating Lender that elects to designate an Eligible Designee and such Eligible Designee becomes a Designated Lender, (i) shall keep a register for the registration relating to each such Loan, specifying such Designated Lender’s name, address and entitlement to payments of principal and interest with respect to such Loan and each transfer thereof and the name and address of each transferees and (ii) shall collect, prior to the time such Designated Lender receives payment with respect to such Loans from each such Designated Lender, the appropriate forms, certificates, and statements described in Section ‎3.5 (and updated as required by Section ‎3.5) as if such Designated Lender were a Lender under Section ‎3.5. (iib) Each party to this Agreement hereby agrees that it shall not institute against, or join any other Person in instituting against, any Designated Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law for one year and a day after the payment in full of all outstanding senior indebtedness of any Designated Lender; provided that the Designating Lender for each Designated Lender hereby agrees to indemnify, save and hold harmless each other party hereto for any loss, cost, damage and expense arising out of its inability to institute any such proceeding against such Designated Lender. This Section 12.1.2 ‎12.1.2 shall survive the termination of this Agreement.

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

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

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

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

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

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

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

Designated Lenders. (ia) Subject to the terms and conditions set forth in provisions of this Section 12.1.29.07(a), any Lender may from time to time elect to designate an Eligible Designee to provide all or any part a portion of the Loans to be made by such Lender pursuant to this Agreement; provided that the such designation of an Eligible Designee by any Lender for purposes of this Section 12.1.2 shall be subject to the approval of the Agent (which consent shall not be unreasonably withheld or delayed)effective unless the Borrower and the Administrative Agent consent thereto. Upon the execution by the parties to each such designation of When a Lender and its Eligible Designee shall have signed an agreement substantially in 91 the form of Exhibit F I hereto (a “Designation Agreement”"DESIGNATION AGREEMENT") and the acceptance thereof by Borrower and the AgentAdministrative Agent shall have signed their respective consents thereto, the such Eligible Designee shall become a Designated Lender for purposes of this Agreement. The Designating Lender shall thereafter have the right to permit the such Designated Lender to provide all or a portion of the Loans loans to be made by the such Designating Lender pursuant to the terms of this Agreement Section 2.01 and the making of such Loans or portion portions thereof shall satisfy the obligations obligation of the Designating Lender to the same extent, and as if, such Loan was Loans or portion thereof were made by the Designating Lender. As to any Loan Loans or portion thereof made by it, each Designated Lender shall have all the rights that a Lender making such Loan Loans or portion thereof would have had under this Agreement and otherwise; provided, provided that (x) that all its voting rights under this Agreement shall be exercised solely by the its Designating Lender, Lender and (y) each its Designating Lender shall remain solely responsible to the other parties hereto for the performance of its obligations under this Agreement, including the its obligations of a Lender in respect of the Loans or portion thereof made by its Designated Lender and (z) no Designated Lender shall be entitled to reimbursement under Article III hereof for any amount which would exceed the amount that would have been payable by the Borrowers to the Lender from which the Designated Lender obtained any interests hereunderit. No additional Notes Note shall be required with respect to evidence Loans provided or portions thereof made by a Designated Lender; provided, however, to the extent any Designated Lender shall advance funds, and the Designating Lender shall be deemed to hold the Notes in its possession Note as an agent for such its Designated Lender to the extent of the Loan Loans or portion thereof funded by such Designated Lender. Such Each Designating Lender shall act as administrative agent for its Designated Lender and give and receive notices and other communications hereunderon its behalf. Any payments for the account of any Designated Lender shall be paid to its Designating Lender as administrative agent for such Designated Lender and neither the Borrowers Borrower nor the Administrative Agent shall be responsible for any Designating Lender’s 's application of such payments. In addition, any Designated Lender may (1i) with notice to, but without the prior written consent of, the Borrowers Borrower or the Administrative Agent, assign all or portions of its interests interest in any Loans to its Designating Lender or to any financial institution institutions consented to by the Borrower and the Administrative Agent providing liquidity and/or credit facilities to or for the account of such Designated Lender to support the funding of Loans or portions thereof made by such Designated Lender and (2ii) subject to advising any such Person that such information is to be treated as confidential in accordance with Section 9.11, disclose on a confidential basis any non-public information relating to its Loans or portions thereof to any rating agency, commercial paper dealer or provider of any guarantee, surety or surety, credit or liquidity enhancement to such Designated Lender. (iib) Each party to this Agreement hereby agrees that it shall will not institute against, or join any other Person in instituting against, any Designated Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings proceeding under any federal or state bankruptcy or similar law law, for one year and a day after the payment in full of all outstanding senior indebtedness of such Designated Lender is paid in full. The Designating Lender for each Designated Lender agrees to indemnify, save, and hold harmless each other party hereto for any loss, cost, damage and expense arising out of its inability to institute any such proceeding against such Designated Lender. This Section 12.1.2 9.07(b) shall survive the termination of this Agreement.

Designated Lenders. (ia) Subject to the terms and conditions set forth in provisions of this Section 12.1.29.07(a), any Lender Bank may from time to time elect to designate an Eligible Designee to provide all or any part a portion of the Loans to be made by such Lender Bank pursuant to this Agreement; provided that such designation shall not be effective unless the designation of an Eligible Designee by any Lender for purposes of this Section 12.1.2 shall be subject to Borrower and the approval of the Administrative Agent (consent thereto, which consent consents shall not be unreasonably withheld or delayed)withheld. Upon the execution by the parties to each such designation of When a Bank and its Eligible Designee shall have signed an agreement substantially in the form of Exhibit F H hereto (a “"Designation Agreement”") and the acceptance thereof by Borrower and the AgentAdministrative Agent shall have signed their respective consents thereto, the such Eligible Designee shall become a Designated Lender for purposes of this Agreement. The Designating Lender Bank shall thereafter have the right to permit the such Designated Lender to provide all or a portion of the Loans to be made by the such Designating Lender Bank pursuant to the terms of this Agreement Section 2.01 or 2.04, and the making of such Loans or portion portions thereof shall satisfy the obligations obligation of the Designating Lender Bank to the same extent, and as if, such Loan was Loans or portion thereof were made by the Designating LenderBank. As to any Loan Loans or portion thereof made by it, each Designated Lender shall have all the rights that a Lender Bank making such Loan Loans or portion thereof would have had under this Agreement and otherwise; provided, provided that (x) that all its voting rights under this Agreement shall be exercised solely by the Designating Lender, Bank and (y) each its Designating Lender Bank shall remain solely responsible to the other parties hereto for the performance of its obligations under this Agreement, including the its obligations of a Lender in respect of the Loans or portion thereof made by its Designated Lender and (z) no Designated Lender shall be entitled to reimbursement under Article III hereof for any amount which would exceed the amount that would have been payable by the Borrowers to the Lender from which the Designated Lender obtained any interests hereunderit. No additional Notes Note shall be required with respect to evidence Loans provided or portions thereof made by a Designated Lender; provided, however, to the extent any Designated Lender shall advance funds, and the Designating Lender Bank shall be deemed to hold the Notes in its possession Note as an agent for such its Designated Lender to the extent of the Loan Loans or portion thereof funded by such Designated Lender. Such Each Designating Lender Bank shall act as administrative agent for its Designated Lender and give and receive notices and other communications hereunderon its behalf. Any payments for the account of any Designated Lender shall be paid to its Designating Lender Bank as administrative agent for such Designated Lender and neither the Borrowers Borrower nor the Administrative Agent shall be responsible for any Designating Lender’s Bank's application of such payments. In addition, any Designated Lender may (1i) with notice to, but without the prior written consent of, of the Borrowers Borrower or the Administrative Agent, assign all or portions of its interests interest in any Loans to its Designating Lender Bank or to any financial institution institutions consented to by the Borrower and the Administrative Agent providing liquidity and/or credit facilities to or for the account of such Designated Lender to support the funding of Loans or portions thereof made by such Designated Lender and (2ii) subject to advising any such Person that such information is to be treated as confidential in accordance with Section 9.11, disclose on a confidential basis any non-public information relating to its Loans or portions thereof to any rating agency, commercial paper dealer or provider of any guarantee, surety or surety, credit or liquidity enhancement to such Designated Lender. (iib) Each party to this Agreement hereby agrees that it shall will not institute against, or join any other Person person in instituting against, any Designated Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings proceeding under any federal or state bankruptcy or similar law law, for one year and a day after the payment in full of all outstanding senior indebtedness of such Designated Lender is paid in full. The Designating Bank for each Designated Lender agrees to indemnify, save, and hold harmless each other party hereto for any loss, cost, damage and expense arising out of its inability to institute any such proceeding against such Designated Lender. This Section 12.1.2 9.07(b) shall survive the termination of this Agreement.

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

Designated Lenders. (i) Subject to the terms and conditions set forth in provisions of this Section 12.1.2Section, any Lender may from at any time to time elect to designate an Eligible Designee Approved Fund to provide all or any part a portion of the Loans to be made by such Lender pursuant to this Agreement; provided that such designation shall not be effective unless the designation of an Eligible Designee by any Lender for purposes of this Section 12.1.2 shall be subject to Borrower and the approval of the Administrative Agent consent thereto (which consent consents shall not be unreasonably withheld or delayedwithheld). Upon the execution by the parties to each such designation of When a Lender and its Approved Fund shall have signed an agreement substantially in the form of Exhibit F I hereto (a “Designation Agreement”) and the acceptance thereof by Borrower and the AgentAdministrative Agent shall have signed their respective consents thereto, the Eligible Designee such Approved Fund shall become a Designated Lender for purposes of this Agreement. The Designating Lender shall thereafter have the right to permit the such Designated Lender to provide all or a portion of the Loans to be made by the such Designating Lender pursuant to the terms of this Agreement Section 2.01 or 2.03, and the making of such Loans or portion thereof shall satisfy the obligations obligation of the Designating Lender to the same extent, and as if, such Loan was Loans or portion thereof were made by the Designating Lender. As to any Loan Loans or portion thereof made by it, each Designated Lender shall have all the rights that a Lender making such Loan Loans or portion thereof would have had under this Agreement and otherwise; provided, provided that (x) that all its voting rights under this Agreement shall be exercised solely by the its Designating Lender, (y) each its Designating Lender shall remain solely responsible to the other parties hereto for its the performance of such Designated Lenders obligations under this Agreement, including the its obligations of a Lender in respect of the Loans or portion thereof made by its Designated Lender it and (z) no such Designated Lender shall be entitled to reimbursement under Article III hereof for any amount which would exceed the amount that would have been payable by the Borrowers subject (A) to the Lender from which limitations of Section 9.06(d) to the Designated Lender obtained any interests hereundersame extent as a Participant and (B) to the provisions of Section 9.09. No additional Notes Note shall be required with respect to evidence the Loans provided or portion thereof made by a Designated Lender; provided, however, to the extent any Designated Lender shall advance funds, and the Designating Lender shall be deemed to hold the Notes in its possession Note as an agent for such its Designated Lender to the extent of the Loan Loans or portion thereof funded by such Designated Lender. Such Each Designating Lender shall act as administrative agent for its Designated Lender and give and receive notices and other communications hereunderon its behalf. Any payments for the account of any Designated Lender shall be paid to its Designating Lender as administrative agent for such Designated Lender and neither the Borrowers Borrower nor the Administrative Agent shall be responsible for any Designating Lender’s Lenders application of such payments. In addition, any Designated Lender may (1) may, with notice to, to (but without the prior written consent of, ) the Borrowers or Borrower and the Administrative Agent, assign all or portions of its interests interest in any Loans to its Designating Lender or to any financial institution consented to by the Agent providing liquidity and/or credit facilities to or for the account of such Designated Lender and (2) subject to advising any such Person that such information is to be treated as confidential in accordance with Section 9.11, disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any guarantee, surety or credit or liquidity enhancement to such Designated Lender. (ii) Each party to this Agreement hereby agrees that it shall not institute against, or join any other Person in instituting against, any Designated Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law for one year and a day after the payment in full of all outstanding senior indebtedness of any Designated Lender. This Section 12.1.2 shall survive the termination of this Agreement.

Designated Lenders. Any Lender (ieach, a “Designating Lender”) Subject may at any time while the Borrower has been assigned an Investment Grade Rating from either S&P or Mood▇’▇ ▇▇▇ the Borrower shall have elected to have the provisions of Section 2.18 apply, designate one Designated Lender to fund Bid Rate Loans on behalf of such Designating Lender subject to the terms of this Section, and conditions set forth the provisions in this Section 12.1.2, any the immediately preceding Sections 13.2 and 13.3 shall not apply to such designation. No Lender may from time to time elect to designate an Eligible Designee to provide all or any part of the Loans to be made by such Lender pursuant to this Agreement; provided that the designation of an Eligible Designee by any Lender for purposes of this Section 12.1.2 shall be subject to the approval of the Agent (which consent shall not be unreasonably withheld or delayed)more than one Designated Lender. Upon the execution by the The parties to each such designation shall execute and deliver to the Administrative Agent for its acceptance a Designation Agreement. Upon such receipt of an agreement appropriately completed Designation Agreement executed by a Designating Lender and a designee representing that it is a Designated Lender, the Administrative Agent will accept such Designation Agreement and give prompt notice thereof to the Borrower, whereupon (i) the Borrower shall execute and deliver to the Designating Lender a Bid Rate Note payable to the order of the Designated Lender, (ii) from and after the effective date specified in the form of Exhibit F hereto (a “Designation Agreement”) and the acceptance thereof by the Agent, the Eligible Designee Designated Lender shall become a Designated Lender for purposes of party to this Agreement. The Designating Lender shall thereafter have the Agreement with a right to permit the Designated Lender to provide all or a portion make Bid Rate Loans on behalf of the Loans to be made by the its Designating Lender pursuant to Section 2.18 after the terms Borrower has accepted a Bid Rate Loan (or portion thereof) of the Designating Lender, and (iii) the Designated Lender shall not be required to make payments with respect to any obligations in this Agreement except to the extent of excess cash flow of such Designated Lender which is not otherwise required to repay obligations of such Designated Lender which are then due and payable; provided, however, that regardless of such designation and assumption by the Designated Lender, the Designating Lender shall be and remain obligated to the Borrower, the Administrative Agent and the making Lenders for each and every of such Loans or portion thereof shall satisfy the obligations of the Designating Lender and its related Designated Lender with respect to this Agreement, including, without limitation, any indemnification obligations under Section 12.3 and any sums otherwise payable to the same extentBorrower by the Designated Lend▇▇. ▇▇ch Designating Lender shall serve as the agent of the 103 Designated Lend▇▇ ▇▇▇ shall on behalf of, and as ifto the exclusion of, the Designated Lender: (i) receive any and all payments made for the benefit of the Designated Lend▇▇ ▇▇▇ (ii) give and receive all communications and notices and take all actions hereunder, including, without limitation, votes, approvals, waivers, consents and amendments under or relating to this Agreement and the other Loan Documents. Any such Loan was made notice, communication, vote, approval, waiver, consent or amendment shall be signed by the Designating Lender. As to any Loan made Lender as agent for the Designated Lend▇▇ ▇▇▇ shall not be signed by it, each Designated Lender shall have all the rights a Lender making such Loan would have under this Agreement and otherwise; provided, (x) that all voting rights under this Agreement shall be exercised solely by the Designating Lender, (y) each Designating Lender shall remain solely responsible to the other parties hereto for its obligations under this Agreement, including the obligations of a Lender in respect of Loans made by its Designated Lender and (z) no Designated Lender shall be entitled to reimbursement under Article III hereof for any amount which would exceed the amount that would have been payable by the Borrowers to the Lender from which the Designated Lender obtained any interests hereunder. No additional Notes on its own behalf and shall be required with respect to Loans provided by a Designated Lender; provided, however, to binding on the extent any Designated Lender shall advance funds, the Designating Lender shall be deemed to hold the Notes in its possession as an agent for such Designated Lender to the same extent as if signed by the Designated Lender on its own behalf. The Borrower, the Administrative Agent and the Lenders may rely thereon without any requirement that the Designated Lender sign or acknowledge the same. No Designated Lender may assign or transfer all or any portion of its interest hereunder or under any other Loan Document, other than assignments to the Loan funded by Designating Lender which originally designated such Designated Lender. Such Designating Lender shall act as administrative agent for its Designated Lender and give and receive notices and communications hereunder. Any payments for the account of any Designated Lender shall be paid to its Designating Lender as administrative agent for such Designated Lender and neither the Borrowers nor the Agent shall be responsible for any Designating Lender’s application of such payments. In addition, any Designated Lender may (1) with notice to, but without the consent ofThe Borrower, the Borrowers or Lenders and the Agent, assign all or portions of its interests in any Loans to its Designating Lender or to any financial institution consented to by the Administrative Agent providing liquidity and/or credit facilities to or for the account of such Designated Lender and (2) subject to advising any such Person that such information is to be treated as confidential in accordance with Section 9.11, disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any guarantee, surety or credit or liquidity enhancement to such Designated Lender. (ii) Each party to this Agreement each hereby agrees that it shall will not institute against, against any Designated Lender or join any other Person in instituting against, against any Designated Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law for law, until the later to occur of (x) one year and a one day after the payment in full of all outstanding senior indebtedness the latest maturing commercial paper note issued by such Designated Lender and (y) the Maturity Date. In connection with any such designation, the Designating Lender shall pay to the Administrative Agent an administrative fee for processing such designation in the amount of any Designated Lender. This Section 12.1.2 shall survive the termination of this Agreement$3,500.

Designated Lenders. (i) Subject Notwithstanding anything to the terms and conditions set forth in this Section 12.1.2contrary contained herein, any Lender Bank (a "Designating Lender") may grant to an Eligible Designee identified as such (and as a Designated Lender) in writing from time to time elect by such Designating Lender to designate an Eligible Designee the Administrative Agent and the Borrowers, the option to provide to the Borrowers all or any part of any Loan that such Designating Lender would otherwise be obligated to make to any Borrower pursuant to this Agreement; provided that nothing herein shall constitute a commitment by such Designated Lender to make any Loan and (ii) if a Designated Lender elects not to exercise such option or otherwise fails to provide all or any part of the Loans to be made by such Lender pursuant to this Agreement; provided that the designation of an Eligible Designee by any Lender for purposes of this Section 12.1.2 shall be subject to the approval of the Agent (which consent shall not be unreasonably withheld or delayed). Upon the execution by the parties to each such designation of an agreement in the form of Exhibit F hereto (a “Designation Agreement”) and the acceptance thereof by the AgentLoan, the Eligible Designee shall become a Designated Lender for purposes of this Agreement. The Designating Lender shall thereafter have the right be obligated to permit the Designated Lender to provide all or a portion of the Loans to be made by the Designating Lender make such Loan pursuant to the terms of this Agreement and the hereof. The making of such Loans or portion thereof a Loan by a Designated Lender hereunder shall satisfy utilize the obligations Committed Amount of the Designating Lender to the same extent, and as if, such Loan was were made by such Designating Lender. Each party hereto hereby agrees that no Designated Lender shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Designating Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any Designated Lender, it will not institute against, or join any other person in instituting against, such Designated Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any State thereof. As to any Loan Loans or portion thereof made by it, each Designated Lender shall have all the rights that a Lender Bank making such Loan Loans or portion thereof would have had under this Agreement and otherwise; provided, provided that (xi) that all its voting rights under this Agreement shall be exercised solely by the its Designating Lender, (yii) each Designating Lender shall remain solely responsible to the other parties hereto for its obligations under this Agreement, including the obligations of a Lender in respect of Loans made by its Designated Lender and (z) no Designated Lender shall be entitled to reimbursement under Article III hereof for any amount which would exceed the amount that would have been payable by the Borrowers to the Lender from which the Designated Lender obtained any interests hereunder. No additional Notes shall be required with respect to Loans provided by a Designated Lender; provided, however, to the extent any Designated Lender shall advance funds, the Designating Lender shall be deemed to hold the Notes in its possession relevant Note as an agent for such its Designated Lender to the extent of the Loan Loans or portion thereof funded by such Designated Lender and (iii) the designation of a Designated Lender and the funding of Loans by a Designated Lender shall in no event (x) subject any of the Borrowers to any delay in the making of a Loan, (y) cause or give rise to any obligation of any of the Borrowers to indemnify or hold harmless such Designated Lender or any other person (including without limitation pursuant to Sections 2.11 and 9.04 of this Agreement) except to the extent such obligation would have arisen in favor of the -39- Designating Lender or another person if the Designating Lender (rather than such Designated Lender) had made all of such Designated Lender's Loans and such Designated Lender had not been designated as such hereunder, or (z) render the performance of any provision of the Agreement illegal, void or unenforceable under any provision of law. Such Each Designating Lender shall act as administrative agent for its Designated Lender and give and receive notices and other communications hereunderon behalf of its Designated Lender. Any payments for the account of any Designated Lender shall be paid to its Designating Lender as administrative agent for such Designated Lender and neither the Borrowers nor the either Agent shall be responsible for any Designating Lender’s 's application of such payments. In addition, any Designated Lender may (1i) with notice to, but without the prior written consent of, XL Capital and the Borrowers or the AgentAdministrative Agent and without paying any processing fee therefor, assign all or portions a portion of its interests in any Loans to its the Designating Lender or to any financial institution institutions (consented to by XL Capital and the Agent Administrative Agent) providing liquidity and/or credit facilities support to or for the account of such Designated Lender to support the funding or maintenance of Loans and (2ii) subject to advising any such Person that such information is to be treated as confidential in accordance with Section 9.11, disclose on a confidential basis any non-public information relating to its Loans or portions thereof to any rating agency, commercial paper dealer or provider of any guaranteesurety, surety guarantee or credit or liquidity enhancement to such Designated Lender. (ii) Each party to this Agreement hereby agrees that it shall . This section may not institute against, or join any other Person in instituting against, any Designated be amended without the written consent of each Designating Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law for one year and which has designated a day after the payment in full of all outstanding senior indebtedness of any Designated Lender. This Section 12.1.2 shall survive the termination of this Agreement.