Common use of Designation Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Designation. (i) Notwithstanding anything to the contrary contained herein, any Lender (a "Designating Lender") may grant to one or more special purpose funding vehicles (each, an "SPV"), identified as such in writing from time to time by the Designating Designated Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part of any Revolving Credit Loan that such Designating Lender would otherwise be obligated to make to the Borrower pursuant to this Credit Agreement; provided that (Ix) nothing herein shall constitute a commitment by any SPV to make any Revolving Credit Loan, (IIy) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Revolving Credit Loan, the Designating Lender shall be obligated to make such Revolving Credit Loan pursuant to the terms hereof, hereof and (IIIz) the Designating Lender shall remain liable for any indemnity or other payment obligation with respect to its Commitment hereunder and (IV) each such SPV would satisfy the requirements of Section 3.10 if such SPV was a Lender hereunder. The making of a Revolving Credit Loan by an SPV hereunder shall utilize the Commitment of the Designating Lender to the same extent, and as if, such Revolving Credit Loan were made by such Designating Lender. (ii) As to any Revolving Credit Loans or portion thereof made by it, each SPV shall have all the rights that a Lender making such Revolving Credit Loans or portion thereof would have had under this Credit Agreement; provided, however however, that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documentsLoan Documents) and to exercise exercise, on such SPV's behalf, all of such SPV's voting rights under this Credit Agreement. No additional Note shall be required to evidence the Revolving Credit Loans or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note as agent for such SPV to the extent of the Revolving Credit Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV. Notwithstanding any term or condition hereof, no SPV, unless it shall have become a Lender hereunder in accordance with the terms of Section 10.11.2(a), shall be a party hereto or have any right to vote or give or withhold its consent under this Agreement. The Administrative Agent shall have no duty or obligation to give any notices required to be delivered hereunder to any SPV. (iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Designating Lender provides such indemnity or makes such paymentliable. In furtherance of the foregoing, each party hereto hereby agrees (which agreement agreements shall survive the termination of this Credit Agreement) that, prior to the date that is one year and one day after the later of (x) payment in full of all outstanding prior commercial paper or other senior indebtedness of any SPV, (y) the payment in full of all Revolving Credit Loans, and (z) the termination of all Commitments, it will not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States or any State thereof, provided that the Designating Lender for each SPV hereby agrees to indemnify, save and hold harmless each other party hereto for any loss, cost, damage and expense arising out of the inability to institute any such proceeding against such SPV. (iv) In addition, notwithstanding anything to the contrary contained in this Section 10.3 10.11.2(b) or otherwise in this Credit AgreementAgreement (other than the proviso set forth directly below in this Section 10.11.2(b), any SPV may (Iy) with notice to, but without the prior written consent of the Borrower or the Administrative Agent, at any time and without paying any processing fee therefor, assign or participate all or a portion of its interest in any Revolving Credit Loans to the Designating Lender (or to any other SPV of such Designating Lender) or to any financial institutions providing liquidity and/or credit support to or for the account of such SPV to support the funding or maintenance of Revolving Credit Loans and (IIz) disclose on a confidential basis any non-non public information relating to its Revolving Credit Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPV; provided, however, that in no event may any non-public financial information provided by the Borrower under Section 7.3 [Reporting Requirements] be provided by any SPV to any other Person. In no event shall the Borrower be obligated to pay to any SPV that has made a Revolving Credit Loan any greater amount than the Borrower would have been obligated to pay under this Agreement if the Designating Lender had made such Revolving Credit Loan. This Section 10.3 10.11.2(b) may not be amended without the written consent of any Designating Lender affected thereby.

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

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

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

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

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

Designation. (ia) Notwithstanding anything in this Agreement to the contrary contained hereincontrary, any Lender Bank (a "Designating LenderBank") may grant to one or more special purpose funding vehicles (each, each an "SPV"), identified as such in writing from time to time by the such Designating Lender Bank to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part of any Loan that such Designating Lender Bank would otherwise be obligated to make to the Borrower pursuant to this Credit Agreement; provided that (Ii) nothing herein in this Section shall constitute a commitment by any SPV to make any Loan, and (IIii) if an SPV designated by a Designating Bank to make Loans elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the such Designating Lender Bank shall still be obligated to make such Loan pursuant to the terms hereof, (III) the Designating Lender shall remain liable for any indemnity or other payment obligation with respect to its Commitment hereunder and (IV) each such SPV would satisfy the requirements of Section 3.10 if such SPV was a Lender hereunder. The making of a Loan by an SPV hereunder shall utilize reduce the availability under the Commitment of the Designating Lender Bank to the same extent, and as if, such Loan were made by such Designating LenderBank. (iib) As to any Loans or portion thereof made by itan SPV, each such SPV shall have all of the rights that a Lender Bank making such Loans or portion thereof would have had under this Credit Agreement; provided, however however, that each SPV shall have granted to its Designating Lender Bank an irrevocable power of attorney, attorney to deliver and receive all communications and notices under this Credit Agreement (and any related documents) other Loan Document and to exercise exercise, in its reasonable discretion, on behalf of such SPV's behalf, all of such SPV's voting rights under this Credit Agreement. No additional Note shall be required to evidence the Loans or portion thereof made by an SPV; SPV and the related Designating Lender Bank shall be deemed to hold its Note as agent for such SPV to the extent of the Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its respective Designating Lender Bank as agent for such SPV. (iiic) Each party hereto hereby agrees Agent, Borrower and the Banks agree that no SPV shall be liable for any an indemnity or payment under this Credit Agreement for which a Lender Bank would otherwise be liable for so long as, and to the extent, the Designating Lender provides Bank shall remain liable for its Commitment Percentage of such indemnity or makes payment to the extent such paymentDesignating Bank would otherwise be liable. In furtherance of the foregoing, Agent, Borrower and each party hereto of the Banks hereby agrees agree (which agreement shall survive the termination of this Credit Agreement) that, prior to the date that is one year and one day after the payment in full of all of the outstanding prior commercial paper or other senior indebtedness of any SPV, it will not none of Agent, Borrower or any Bank shall institute against, or join any other person Person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings proceeding under the laws of the United States or any State thereof. (ivd) In addition, notwithstanding anything to the contrary contained in this Section 10.3 10.11, or otherwise in this Credit Agreement, any SPV may (Ii) at any time and without paying any processing fee therefor, assign (or participate grant a participation in) all or a portion of its interest in any Loans to the its Designating Lender (or to any other SPV of such Designating Lender) Bank or to any financial institutions institution providing liquidity and/or credit support to or for the account of such SPV to support the funding or maintenance of Loans Loans, and (IIii) disclose on a confidential basis any non-public information relating to its the Loans made by such SPV to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPV. This Section 10.3 10.11 may not be amended without the prior written consent of any Designating Lender Bank affected thereby.

Designation. [ ] hereby designates (ix) itself as a [Cash Management Bank/Hedge Bank] under the Credit Agreement and (y) the [Cash Management Agreement/Swap Contract] described on Schedule 1 hereto to be a “[Secured Cash Management Agreement/Secured Hedge Agreement]” and hereby represents and warrants to the Administrative Agent that such [Cash Management Agreement/Swap Contract] satisfies all the requirements under the Loan Documents to be so designated including that such [Cash Management Bank/Hedge Bank] was a Lender or Affiliate of a Lender at the time such [Cash Management Agreement/Swap Contract] was entered into. By executing and delivering this Designation Notice, the [Cash Management Bank/Hedge Bank], as provided in the Credit Agreement, hereby agrees to be bound by all of the provisions of the Loan Documents which are applicable to it as a [Cash Management Bank/Hedge Bank] or a Secured Party thereunder and hereby (a) confirms that it has received a copy of the Loan Documents and such other documents and information as it has deemed appropriate to make its own decision to enter into this Designation Notice, (b) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto, and (c) agrees that it will be bound by the provisions of the Loan Documents and will perform in accordance with its terms all the obligations which by the terms of the Loan Documents are required to be performed by it as a [Cash Management Bank/Hedge Bank] or Secured Party (as defined in the Security Agreement). Notwithstanding anything to the contrary contained hereinin Section 11.04 of the Credit Agreement, to the extent (w) there are any Lender amounts owed to the [Cash Management Bank/Hedge Bank] in respect of Secured Hedge Agreements or Cash Management Agreements, (a "Designating Lender"x) may grant the Loan Parties for any reason fail to one indefeasibly pay any amount required under subsection (a) or more special purpose funding vehicles (each, an "SPV"), identified as such in writing from time b) of Section 11.04 of the Credit Agreement to time be paid by the Designating Lender them to the Administrative Agent, (y) the Administrative Agent has taken action with respect of the Collateral or any breach of the Loan Documents by a Loan Party, and (z) the Borrower[Cash Management Bank/Hedge Bank] shares in the proceeds of such Collateral, the option [Cash Management Bank/Hedge Bank] agrees to provide to indemnify the Borrower all or any part of any Loan that such Designating Lender would otherwise be obligated to make to the Borrower pursuant to this Credit Agreement; provided that (I) nothing herein shall constitute a commitment by any SPV to make any Loan, (II) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Designating Lender shall be obligated to make such Loan pursuant to the terms hereof, (III) the Designating Lender shall remain liable for any indemnity or other payment obligation Administrative Agent with respect to its Commitment hereunder and any action taken by it in respect of (IVi) each such SPV would satisfy the requirements of Section 3.10 if such SPV was a Lender hereunder. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Designating Lender to the same extent, and as if, such Loan were made by such Designating Lender. Collateral or (ii) As any breach of the Loan Documents by any Loan Party, and agrees to any Loans or undertake and fulfill a portion thereof made by it, each SPV shall have all of the rights that a Lender making such Loans or portion thereof would have had liability of the Lenders under this Credit Agreement; provided, however that each SPV shall have granted to its Designating Lender an irrevocable power Section 11.04 of attorney, to deliver and receive all communications and notices under this the Credit Agreement (and without relieving the Lenders of their obligations) in an amount equal to, as of any related documentsdate of determination, the product of (a) and to exercise on such SPV's behalf, all the aggregate liability of the Lenders under Section 11.04 as of such SPV's voting rights under this Credit Agreement. No additional Note date multiplied by (b) a fraction, the numerator of which shall be required the aggregate amount owed to evidence the Loans [Cash Management Bank/Hedge Bank] in respect of Secured Hedge Agreements or portion thereof made by an SPV; Cash Management Agreements and the related Designating Lender denominator of which shall be deemed to hold its Note as agent for such SPV to the extent sum of the Loans or portion thereof funded by such SPV. In addition, any payments for aggregate Outstanding Amount under the account of any SPV shall be paid to its Designating Lender as agent for such SPV. (iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Designating Lender provides such indemnity all amounts owed in respect of Secured Hedge Agreements or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding prior indebtedness of any SPV, it will not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States or any State thereofCash Management Agreements. (iv) In addition, notwithstanding anything to the contrary contained in this Section 10.3 or otherwise in this Credit Agreement, any SPV may (I) at any time and without paying any processing fee therefor, assign or participate all or a portion of its interest in any Loans to the Designating Lender (or to any other SPV of such Designating Lender) or to any financial institutions providing liquidity and/or credit support to or for the account of such SPV to support the funding or maintenance of Loans and (II) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPV. This Section 10.3 may not be amended without the written consent of any Designating Lender affected thereby.

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

Designation. (i) Notwithstanding anything to the contrary contained hereinherein (but subject to Sections 2.18 and 2.19), any Lender (a "“Designating Lender"”) may grant to one or more special purpose funding vehicles (each, an "“SPV"”), identified as such in writing from time to time by the Designating Lender to the Administrative Agent and the BorrowerBorrowers, the option to provide to the Borrower Borrowers all or any part of any Loan Advance that such Designating Lender would otherwise be obligated to make to the Borrower Borrowers pursuant to this Credit Agreement; provided that (IA) nothing herein shall constitute a commitment by any SPV to make any LoanAdvance, (IIB) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such LoanAdvance, the Designating Lender shall be obligated to make such Loan Advance pursuant to the terms hereof, hereof and (IIIC) the Designating Lender shall shall, at all times, remain liable for any indemnity or other payment obligation with respect to its Commitment hereunder and (IV) each such SPV would satisfy the requirements of Section 3.10 if such SPV was a Lender hereunder. The making of a Loan Advance by an SPV hereunder shall utilize the applicable Commitment of the Designating Lender to the same extent, and as if, if such Loan Advance were made by such Designating Lender. (ii) As to any Loans Advances or portion thereof made by it, each SPV shall have all the rights that a the Designating Lender making such Loans Advances or portion thereof would have had under this Credit Agreement; provided, however however, that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documents) and to exercise on such SPV's ’s behalf, all of such SPV's ’s voting rights under this Credit Agreement. No additional Note Notes shall be required to evidence the Loans Advances or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note Note, if any, as agent for such SPV to the extent of the Loans Advances or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV. (iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Designating Lender provides such indemnity or makes such paymentliable. In furtherance of the foregoing, each party hereto hereby agrees (which agreement agreements shall survive the termination of this Credit Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding prior commercial paper or other senior indebtedness of any SPV, it will not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States or any State thereof. (iv) In addition, notwithstanding anything to the contrary contained in this Section 10.3 9.07(h) or otherwise in this Credit Agreement, any SPV may (IA) at any time and without paying any processing fee therefor, assign or participate sell a participation in all or a portion of its interest in any Loans Advances to the Designating Lender (or to any other SPV of such Designating Lender) or to any financial institutions providing liquidity and/or credit support to or for the account of such SPV to support the funding or maintenance of Loans Advances and (IIB) disclose on a confidential basis any non-public information relating to its Loans Advances to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPV. This Section 10.3 9.07(h) may not be amended without the written consent of any Designating Lender affected thereby.

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

Designation. (a) Except as otherwise provided in the Restated Certificate, the Board may, by resolution adopted by the affirmative vote of at least a majority of the votes entitled to be cast by the Entire Board, designate one or more committees of the Board, each such committee to consist of one or more Directors, and at the Effective Time there shall be the following six committees: an Audit Committee, an Executive Committee, a Finance Committee, a Compensation Committee, a Nominating/Governance Committee and a Public Responsibility Committee. Except as otherwise provided in the Restated Certificate, unless sooner discharged by the affirmative vote of a majority of the votes entitled to be cast by the Entire Board, members of each committee of the Board shall hold office until the organization meeting of the Board in the next subsequent year and until their respective successors are appointed. (b) So far as practicable, members of each committee of the Board shall be appointed annually at the organization meeting of the Board. The Board may designate one or more Directors as alternate members of any committee of the Board, who may replace any absent or disqualified member at any meeting of such committee. The Nominating/Governance Committee of the Board shall have the power to recommend to the Board a chairman of each committee of the Board by the affirmative vote of a majority of the votes entitled to be cast by all of the members of the Nominating/Governance Committee. The Board shall have the power to appoint one of its members to act as chairman of each committee of the Board. (c) Notwithstanding the foregoing, except as required by law or otherwise provided in these Restated Bylaws, no committee of the Board will have the authority to (i) Notwithstanding anything issue dividends, distributions or securities, except for issuances of cash or securities pursuant to employee benefit plans; (ii) to approve a Fundamental Change or Change in Ownership, except as may be required in the exercise of fiduciary duties; (iii) to take any action that would require the approval of the Stockholders pursuant to the contrary contained herein, DGCL; (iv) elect any Lender (a "Designating Lender") may grant to one or more special purpose funding vehicles (each, an "SPV"), identified officer designated as such in writing from Section 5.1 or to fill any vacancy in any such office; (v) designate the Chief Executive Officer or the Chairman of the Board; (vi) fill any vacancy in the Board or any newly created Directorship; (vii) amend these Restated Bylaws; (viii) take any action that under these Restated Bylaws is required to be taken by vote of a specified proportion of the Entire Board or of the Directors at the time to time by the Designating Lender to the Administrative Agent and the Borrowerin office; or (ix) take any action, the option to provide to power or authority for which is reserved for the Borrower all or any part of any Loan that such Designating Lender would otherwise be obligated to make to the Borrower Entire Board pursuant to this Credit Agreement; provided that (ISection 141(c)(2) nothing herein shall constitute a commitment by any SPV to make any Loan, (II) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Designating Lender shall be obligated to make such Loan pursuant to the terms hereof, (III) the Designating Lender shall remain liable for any indemnity or other payment obligation with respect to its Commitment hereunder and (IV) each such SPV would satisfy the requirements of Section 3.10 if such SPV was a Lender hereunder. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Designating Lender to the same extentDGCL, and except as if, otherwise set forth in such Loan were made by such Designating LenderSection 141(c)(2). (ii) As to any Loans or portion thereof made by it, each SPV shall have all the rights that a Lender making such Loans or portion thereof would have had under this Credit Agreement; provided, however that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Credit Agreement. No additional Note shall be required to evidence the Loans or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note as agent for such SPV to the extent of the Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV. (iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Designating Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding prior indebtedness of any SPV, it will not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States or any State thereof. (iv) In addition, notwithstanding anything to the contrary contained in this Section 10.3 or otherwise in this Credit Agreement, any SPV may (I) at any time and without paying any processing fee therefor, assign or participate all or a portion of its interest in any Loans to the Designating Lender (or to any other SPV of such Designating Lender) or to any financial institutions providing liquidity and/or credit support to or for the account of such SPV to support the funding or maintenance of Loans and (II) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPV. This Section 10.3 may not be amended without the written consent of any Designating Lender affected thereby.

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

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

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

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

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

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

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

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

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

Designation. (i1) Notwithstanding anything to the contrary contained herein, any Lender (a "“Designating Lender"”) may grant to one or more special purpose funding vehicles (each, an "“SPV"), ”) identified as such in writing from time to time by the Designating Lender to the Administrative Agent and the Borrower, Borrower the option to provide to the Borrower all or any part of any the Term Loan that such Designating Lender would otherwise be obligated to make to the Borrower pursuant to this Credit Agreement; , provided that (Ii) nothing herein shall constitute a commitment by any SPV to make any portion of the Term Loan, (IIii) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such the Term Loan, the Designating Lender shall be obligated to make such the Term Loan pursuant to the terms hereofof this Agreement, (IIIiii) the Designating Lender shall remain liable for any indemnity or other payment obligation with respect applicable to its Commitment it hereunder and (IViv) each any such grant or designation to an SPV would satisfy shall be recorded in the requirements of Register in accordance with Section 3.10 if such SPV was a Lender hereunder10.04(c) or in the Participant Register in accordance with Section 10.04(e). The making of a the Term Loan by an SPV hereunder shall utilize reduce the Term Loan Commitment of the related Designating Lender to the same extent, and as if, such Term Loan were made by such Designating Lender. (ii2) As to any Loans or portion thereof of the Term Loan made by it, each SPV shall have all the rights that a Lender making such Loans or portion thereof of the Term Loan would have had under this Credit Agreement; provided, however provided that each SPV shall have granted hereby grants to its Designating Lender an irrevocable power of attorney, attorney to deliver and receive all communications and notices under this Credit Agreement (and any related documents) and to exercise on such SPV's behalf, ’s behalf all of such SPV's ’s voting rights under this Credit Agreement. No additional Term Note shall be required to evidence any portion of the Loans or portion thereof Term Loan made by an SPV; SPV and the related Designating Lender shall be deemed to hold its Note Term Note, if any, as agent for such SPV to the extent of the Loans or portion thereof of the Term Loan funded by such SPV. In addition, any Any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV. (iii3) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Designating Lender provides such indemnity or makes such paymentliable. In furtherance of the foregoing, each party hereto hereby agrees (which agreement agreements shall survive the termination of this Credit Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding prior commercial paper or other senior indebtedness of any SPV, it will not institute against, or join any other person Person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States or any State thereof. (iv4) In addition, notwithstanding anything to the contrary contained in this Section 10.3 10.04(i) or otherwise in this Credit Agreement, any SPV may (I) at any time and without with paying any processing fee therefortherefore, assign or participate all or a portion of its interest in any Loans the Term Loan to the related Designating Lender (or to any other SPV of such Designating Lender) or to any financial institutions institution providing liquidity and/or credit support to or for the account of such SPV to support the funding or maintenance of Loans and (II) disclose on a confidential basis any non-public information relating to its Loans the Term Loan to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPV. This Section 10.3 may not be amended without the written consent of any Designating Lender affected thereby.

Designation. (ia) Notwithstanding anything to the contrary contained herein, any Lender Bank (a "Designating LenderBank") may grant to one or more special purpose funding vehicles (each, an "SPV"), identified as such in writing from time to time by the Designating Lender Bank to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part of any Loan that such Designating Lender Bank would otherwise be obligated to make to the Borrower pursuant to this Credit Agreement; provided that (Ii) nothing herein shall constitute a commitment by any SPV to make any Loan, (IIii) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Designating Lender Bank shall be obligated to make such Loan pursuant to the terms hereof, hereof and (IIIiii) the Designating Lender Bank shall remain liable for any indemnity or other payment obligation with respect to its Commitment hereunder and (IV) each such SPV would satisfy the requirements of Section 3.10 if such SPV was a Lender hereunder. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Designating Lender Bank to the same extent, and as if, such Loan were made by such Designating LenderBank. (iib) As to any Loans or portion thereof made by it, each SPV shall have all the rights that a Lender Bank making such Loans or portion thereof would have had under this Credit Agreement; provided, however however, that each SPV shall have granted to its Designating Lender Bank an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documentsNote) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Credit Agreement. No additional Note shall be required to evidence the Loans or portion thereof made by an SPV; and the related Designating Lender Bank shall be deemed to hold its Note as agent for such SPV to the extent of the Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender Bank as agent for such SPV. (iiic) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender Bank would otherwise be liable for so long as, and to the extent, the Designating Lender provides such indemnity or makes such paymentliable. In furtherance of the foregoing, each party hereto hereby agrees (which agreement agreements shall survive the termination of this Credit Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding prior commercial paper or other senior indebtedness of any SPV, it will not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States or any State thereof. (ivd) In addition, notwithstanding anything to the contrary contained in this Section 10.3 12.13 or otherwise in this Credit Agreement, any SPV may (Ii) at any time and without paying any processing fee therefor, assign or participate all or a portion of its interest in any Loans to the Designating Lender (or to any other SPV of such Designating Lender) Bank or to any financial institutions providing liquidity and/or credit support to or for the account of such SPV to support the funding or maintenance of Loans and (IIii) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPV. This Section 10.3 12.13 may not be amended without the written consent of any Designating Lender Bank affected thereby.

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

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

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

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

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

Designation. (i) Notwithstanding anything to the contrary contained hereinThe Company may at any time, any Lender (a "Designating Lender") may grant to one or more special purpose funding vehicles (each, an "SPV"), identified as such in writing and from time to time time, upon not less than 15 Business Days’ notice, notify the Agent that the Company intends to designate a Subsidiary as a “LC Subsidiary” or a “Subsidiary Borrower” for purposes of this Agreement. On or after the date that is 15 Business Days after such notice, upon delivery to the Agent and each Lender of each of the documents listed in clause (ii) below, such Subsidiary shall thereupon become a “LC Subsidiary” or a “Subsidiary Borrower” (as specified in such notice) for purposes of this Agreement and, as such, shall have all of the rights and obligations of a Loan Party hereunder. The Agent shall promptly notify each Lender of the Company’s notice of such pending designation by the Designating Lender to the Administrative Agent Company and the Borrower, identity of the option to provide to respective Subsidiary. Following the Borrower all or any part giving of any Loan that such Designating Lender would otherwise be obligated to make to the Borrower notice pursuant to this Credit Agreement; provided that (I) nothing herein shall constitute Section 10.12(a), if the designation of such Subsidiary as a commitment by any SPV to make any Loan, (II) if an SPV elects not to exercise such option or otherwise fails to provide all Loan Party obligates the Agent or any part of such LoanLender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Designating Company shall, promptly upon the request of the Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Agent or any Lender shall in order for the Agent or such Lender to carry out and be obligated to make such Loan pursuant to satisfied it has complied with the terms hereof, (III) the Designating Lender shall remain liable for any indemnity results of all necessary “know your customer” or other payment obligation with respect to its Commitment hereunder similar checks under all applicable laws and (IV) each such SPV would satisfy the requirements of Section 3.10 if such SPV was a Lender hereunder. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Designating Lender to the same extent, and as if, such Loan were made by such Designating Lenderregulations. (ii) As to any Loans or portion thereof made by it, each SPV No Subsidiary designated as a Loan Party in accordance with clause (a) above shall have all the rights that a Lender making such Loans or portion thereof would have had under this Credit Agreement; provided, however that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Credit Agreement. No additional Note shall be required Agreement prior to evidence the Loans or portion thereof made date that the Agent has received each of the following, in form and substance reasonably satisfactory to the Agent: (A) The Designation Agreement duly executed by an SPV; the Company and the related Designating Lender respective Subsidiary and substantially in the form of Exhibit G hereto, (B) Certified copies of the resolutions of the Board of Directors of such Subsidiary (with a certified English translation if the original thereof is not in English) approving transactions of the type contemplated by this Agreement and the Notes of such Subsidiary, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such Notes. (C) A certificate of the Secretary or an Assistant Secretary of such Subsidiary certifying the names and true signatures of the officers of such Subsidiary authorized to sign this Agreement and the Notes of such Subsidiary and the other documents to be delivered hereunder. (D) A certificate signed by a duly authorized officer of the Company or such Subsidiary, dated as of the date of such initial Advance, certifying that such Subsidiary shall be deemed to hold its Note as agent have obtained all governmental and third party authorizations, consents, approvals (including exchange control approvals) and licenses required 103 under applicable laws and regulations necessary for such SPV Subsidiary to execute and deliver this Agreement and the extent Notes and to perform its obligations thereunder. (E) If such Subsidiary is a Domestic Subsidiary, a favorable opinion of counsel to such Subsidiary, dated the Loans date of such initial Advance, substantially in the form of Exhibit D hereto. (F) Such other approvals or portion thereof funded by such SPV. In additiondocuments as any Lender, any payments for through the account of any SPV shall be paid to its Designating Lender as agent for such SPVAgent, may reasonably request. (iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity As soon as practicable after receiving notice from the Company or payment under this Credit Agreement for which the Agent of the Company’s intent to designate a Lender would otherwise be liable for so long asSubsidiary as a Loan Party, and to the extent, the Designating Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to the date that is one year and one day in any event no later than five Business Days after the payment in full delivery of all outstanding prior indebtedness of any SPVsuch notice, it will not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States or any State thereof. (iv) In addition, notwithstanding anything to the contrary contained in this Section 10.3 or otherwise in this Credit Agreementfor a Foreign Subsidiary, any SPV Lender that may (I) at any time and without paying any processing fee therefornot legally lend to, assign or participate all or a portion of its interest in any Loans to the Designating Lender (or to any other SPV of such Designating Lender) or to any financial institutions providing liquidity and/or establish credit support to or for the account of and/or do any business whatsoever with such SPV Foreign Subsidiary directly or through an Affiliate of such Lender as provided in the immediately preceding paragraph (a “Protesting Lender”) shall so notify the Company and the Agent in writing. With respect to support each Protesting Lender, the funding Company shall, effective on or maintenance before the date that such Foreign Subsidiary shall have the right to borrow hereunder, either (A) notify the Agent and such Protesting Lender that the Commitments of Loans such Protesting Lender shall be terminated; provided that such Protesting Lender shall have received payment of an amount equal to the outstanding principal of its Advances and/or Letter of Credit reimbursement obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (IIto the extent of such outstanding principal and accrued interest and fees) disclose on or the Company or the relevant Foreign Subsidiary (in the case of all other amounts), or (B) cancel its request to designate such Subsidiary as a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPV. This Section 10.3 may not be amended without the written consent of any Designating Lender affected therebyLoan Party hereunder.

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

Designation. (i1) Notwithstanding anything to the contrary contained hereinThe Company may, upon five Business Days prior notice, at any Lender (a "Designating Lender") may grant to one or more special purpose funding vehicles (eachtime, an "SPV"), identified as such in writing and from time to time time, by the Designating Lender delivery to the Administrative Agent of a Designation Agreement duly executed by the Company and the Borrowerrespective Subsidiary and substantially in the form of Exhibit E hereto, designate such Subsidiary as a “Designated Subsidiary” for purposes of this Agreement and such Subsidiary shall thereupon become a “Designated Subsidiary” for purposes of this Agreement and, as such, shall have all of the rights and obligations of a Borrower hereunder; provided that if such Subsidiary is organized under the laws of a jurisdiction other than that of the United States or a political subdivision thereof, the option to provide Company shall give 15 days prior notice to the Borrower all or any part Administrative Agent. The Administrative Agent shall promptly notify each Lender of each such designation by the Company and the identity of the respective Subsidiary. Following the giving of any Loan that such Designating Lender would otherwise be obligated to make to the Borrower notice pursuant to this Credit Agreement; provided that (I) nothing herein shall constitute a commitment by any SPV to make any LoanSection 10.13, (II) if an SPV elects not to exercise the designation of such option or otherwise fails to provide all Designated Subsidiary obligates the Administrative Agent or any part Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it (including, in the case of any Designated Subsidiary that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to such LoanDesignated Subsidiary), the Designating Company shall, promptly upon the request of the Administrative Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender shall in order for the Administrative Agent or such Lender to carry out and be obligated to make such Loan pursuant to satisfied it has complied with the terms hereof, (III) the Designating Lender shall remain liable for any indemnity results of all necessary “know your customer” or other payment obligation with respect to similar checks under all applicable laws and regulations or its Commitment internal policies.If the Company shall designate as a Designated Subsidiary hereunder and (IV) each such SPV would satisfy the requirements of Section 3.10 if such SPV was a Lender hereunder. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Designating Lender to the same extent, and as if, such Loan were made by such Designating Lender. (ii) As to any Loans or portion thereof made by it, each SPV shall have all the rights that a Lender making such Loans or portion thereof would have had under this Credit Agreement; provided, however that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Credit Agreement. No additional Note shall be required to evidence the Loans or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note as agent for such SPV to the extent of the Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV. (iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Designating Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding prior indebtedness of any SPV, it will Subsidiary not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings organized under the laws of the United States or any State thereof. (iv) In addition, notwithstanding anything any Lender may, with notice to the contrary contained in this Section 10.3 or otherwise in this Credit AgreementAdministrative Agent and the Company, any SPV may (I) at any time and without paying any processing fee therefor, assign or participate all or a portion of fulfill its interest in any Loans to the Designating Lender (or to any other SPV Commitment by causing an Affiliate of such Designating Lender) or Lender to any financial institutions providing liquidity and/or credit support to or for act as the account Lender in respect of such SPV to support the funding or maintenance of Loans and (II) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPV. This Section 10.3 may not be amended without the written consent of any Designating Lender affected therebyDesignated Subsidiary.

Designation. (i) Notwithstanding anything 13. The Producing Party shall effectuate a confidentiality designation by stamping or otherwise clearly marking the Document “Confidential Discovery Material,” “Confidential Personal Information,” or “Sensitive Personal Information – Attorneys’ Eyes Only” in such a manner that will not interfere with legibility or audibility. 14. All depositions or portions of depositions taken pursuant to the contrary contained hereinFebruary 9, 2023 Order that contain Confidential Discovery Material and/or Confidential Personal Information may be designated “Confidential” and thereby obtain the protections accorded under this Agreement. Confidentiality designations for depositions shall be made on the record. The deposition of any Lender witness (or any portion of such deposition) that encompasses Confidential Discovery Material and/or Confidential Personal Information shall be taken only in the presence of persons who have agreed to be bound by this Agreement and who have executed the attached Acknowledgement. 15. If at any time a "Designating Lender") may grant to one or more special purpose funding vehicles (each, an "SPV"), identified party realizes that previously undesignated Documents should be designated as such in writing from time to time by the Designating Lender to the Administrative Agent and the BorrowerConfidential Discovery Material and/or Confidential Personal Information, the option to provide to the Borrower party may so designate by advising all or any part of any Loan that such Designating Lender would otherwise other parties in writing. The designated Documents will thereafter be obligated to make to the Borrower treated as Confidential Discovery Material and/or Confidential Personal Information pursuant to this Credit Agreement; provided that (I) nothing herein shall constitute a commitment by any SPV to make any Loan, (II) if an SPV elects not to exercise such option or otherwise fails to provide all or any part . Upon receipt of such Loandesignation in writing, each party shall take reasonable and appropriate action to notify any and all persons to whom the Designating Lender shall be obligated to make such Loan pursuant to party provided the terms hereof, (III) the Designating Lender shall remain liable for any indemnity or other payment obligation with respect to its Commitment hereunder and (IV) each such SPV would satisfy the requirements of Section 3.10 if such SPV was a Lender hereunder. The making of a Loan by an SPV hereunder shall utilize the Commitment Documents of the Designating Lender to the same extent, and as if, such Loan were made by such Designating Lender. (ii) As to any Loans or portion thereof made by it, each SPV shall have all the rights that a Lender making such Loans or portion thereof would have had under this Credit Agreement; provided, however that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Credit Agreement. No additional Note shall be required to evidence the Loans or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note as agent for such SPV to the extent protected status of the Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV. (iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long asnewly designated Confidential Discovery Material and/or Confidential Personal Information, and to retrieve the extent, same from any person to whom the Designating Lender provides party has provided it who is not permitted by this Agreement to be in possession of such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding prior indebtedness of any SPV, it will not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States or any State thereofinformation. (iv) In addition16. Any party objecting to any “Confidential,” “Personal Information,” or “Sensitive Personal Information – Attorneys’ Eyes Only” designation, notwithstanding anything to the contrary contained in this Section 10.3 or otherwise in this Credit Agreement, any SPV may (I) at any time during the pendency of the litigation serve upon counsel for interested parties a written notice stating with particularity all good-faith reasons for the objection. The parties shall make good faith efforts to resolve any dispute with opposing counsel, including meeting and without paying any processing fee thereforconferring with counsel for the Producing Party regarding the designation of individual Documents. If agreement cannot be reached, assign or participate all or a portion of its interest in any Loans the dispute will be submitted to the Designating Lender (Court, consistent with the Federal Rules and local practice. Pending resolution of the dispute by the Court, the material designated as “Confidential,” “Personal Information,” or “Sensitive Personal Information – Attorneys’ Eyes Only,” shall remain so designated pursuant to any other SPV of such Designating Lender) or to any financial institutions providing liquidity and/or credit support to or for the account of such SPV to support the funding or maintenance of Loans and (II) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPV. This Section 10.3 may not be amended without the written consent of any Designating Lender affected therebythis Agreement.

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

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

Designation. [ ] hereby designates (ix) Notwithstanding anything itself as a [Treasury Management Bank/Swap Bank] under the Credit Agreement and (y) the [Treasury Management Agreement/Swap Contract] described on Schedule 1 hereto to the contrary contained herein, any Lender (be a "Designating Lender") may grant to one or more special purpose funding vehicles (each, an "SPV"), identified as such in writing from time to time by the Designating Lender “[Guaranteed Treasury Management Agreement/Guaranteed Swap Agreement]” and hereby represents and warrants to the Administrative Agent that such [Treasury Management Agreement/Swap Contract] satisfies all the requirements under the Loan Documents to be so designated including that such [Treasury Management Bank/Swap Bank] was a Lender or Affiliate of a Lender at the time such [Treasury Management Agreement/Swap Contract] was entered into. By executing and the Borrowerdelivering this Designation Notice, the option [Treasury Management Bank/Swap Bank], as provided in the Credit Agreement, hereby agrees to provide be bound by all of the provisions of the Loan Documents which are applicable to it as a [Treasury Management Bank/Swap Bank] or a Guaranteed Party thereunder and hereby (a) confirms that it has received a copy of the Borrower all or any part of any Loan that Documents and such Designating Lender would otherwise be obligated other documents and information as it has deemed appropriate to make its own decision to the Borrower pursuant to enter into this Credit Agreement; provided that (I) nothing herein shall constitute a commitment by any SPV to make any LoanDesignation Notice, (IIb) if an SPV elects not appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such option or otherwise fails to provide all powers and discretion under the Credit Agreement, the other Loan Documents or any part other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto, and (c) agrees that it will be bound by the provisions of such Loanthe Loan Documents and will perform in accordance with its terms all the obligations which by the terms of the Loan Documents are required to be performed by it as a [Treasury Management Bank/Swap Bank] or Guaranteed Party. Without limiting the foregoing, the Designating Lender shall be obligated [Treasury Management Bank/Swap Bank] agrees to make such Loan pursuant to indemnify the terms hereof, (III) Administrative Agent as contemplated by Section 11.04 of the Designating Lender shall remain liable for any indemnity or other payment obligation Credit Agreement with respect to its Commitment hereunder and (IV) each such SPV would satisfy the requirements of Section 3.10 if such SPV was a Lender hereunder. The making of a Loan any breach by an SPV hereunder shall utilize the Commitment it of the Designating Lender Loan Documents and, with respect to the same extent, and as if, such Loan were made all other matters covered by such Designating Lender. (ii) As to any Loans or portion thereof made by it, each SPV shall have all the rights that a Lender making such Loans or portion thereof would have had under this Credit Agreement; provided, however that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Credit Agreement. No additional Note shall be required to evidence the Loans or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note as agent for such SPV to the extent Section 11.04 of the Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV. (iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Designating Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding prior indebtedness of any SPV, it will not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States or any State thereof. (iv) In addition, notwithstanding anything to the contrary contained in this Section 10.3 or otherwise in this Credit Agreement, any SPV may (I) at any time and without paying any processing fee therefor, assign or participate all or agrees to undertake a portion of its interest in any Loans the liability of the Guaranteed Parties thereunder (without relieving the Guaranteed Parties of their obligations) determined based on net termination liability (if any) of the Loan Party to the Designating Lender (or to any other SPV [Treasury Management Bank/Swap Bank] under the applicable [Guaranteed Treasury Management Agreement/Guaranteed Swap Agreement] in lieu of such Designating Lender) or to any financial institutions providing liquidity and/or credit support to or for the account of such SPV to support the funding or maintenance of Loans and (II) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPV. This Section 10.3 may not be amended without the written consent of any Designating Lender affected therebyaggregate exposure.

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

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

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

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

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

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

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

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

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

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

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

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

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

Designation. The Designated Bank Product Provider hereby designates the Bank Product Obligations described on Schedule 1 hereto as entitled to be secured by the Collateral, setting forth therein its good faith determination of the estimated maximum amount thereof to be created or incurred (i) Notwithstanding anything to the contrary contained herein, any Lender (a "Designating Lender") which such Bank Product Provider may grant to one increase or more special purpose funding vehicles (each, an "SPV"decrease in respect of such Bank Product by subsequent Secured Party Designation Notice), identified as such in writing from time to time by the Designating Lender and hereby represents and warrants to the Administrative Agent that such Bank Product Obligations satisfy all the requirements under the Credit Agreement to be so designated. By executing and delivering this Secured Party Designation Notice, the Designated Bank Product Provider hereby agrees to be bound by all of the provisions of the Credit Agreement and the Borrowerother Loan Documents which are applicable to it as a Bank Product Provider, including, without limitation, Section 13.13 of the option to provide to Credit Agreement, and hereby (a) confirms that it has received copies of the Borrower all or any part of any Credit Agreement and the other Loan that Documents and such Designating Lender would otherwise be obligated other documents and information as it has deemed appropriate to make its own decision to the Borrower pursuant to issue this Credit Agreement; provided that (I) nothing herein shall constitute a commitment by any SPV to make any LoanSecured Party Designation Notice, (IIb) if an SPV elects not appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such option or otherwise fails to provide all or any part of such Loan, the Designating Lender shall be obligated to make such Loan pursuant to the terms hereof, (III) the Designating Lender shall remain liable for any indemnity or other payment obligation with respect to its Commitment hereunder powers and (IV) each such SPV would satisfy the requirements of Section 3.10 if such SPV was a Lender hereunder. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Designating Lender to the same extent, and as if, such Loan were made by such Designating Lender. (ii) As to any Loans or portion thereof made by it, each SPV shall have all the rights that a Lender making such Loans or portion thereof would have had under this Credit Agreement; provided, however that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Credit Agreement. No additional Note shall be required to evidence the Loans or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note as agent for such SPV to the extent of the Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV. (iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Designating Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding prior indebtedness of any SPV, it will not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings discretion under the laws of the United States or any State thereof. (iv) In addition, notwithstanding anything to the contrary contained in this Section 10.3 or otherwise in this Credit Agreement, the other Loan Documents or any SPV may (I) at any time and without paying any processing fee therefor, assign other instrument or participate all or a portion of its interest in any Loans document furnished pursuant thereto as are delegated to the Designating Lender (or to any other SPV of Administrative Agent by the terms thereof, together with such Designating Lender) or to any financial institutions providing liquidity and/or credit support to or for the account of such SPV to support the funding or maintenance of Loans powers as are incidental thereto, and (IIc) disclose on agrees that it is bound by the provisions of the Credit Agreement and the other Loan Documents and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement and the other Loan Documents are required to be performed by it as a confidential basis any non-public information relating Bank Product Provider. WITNESS our hand as of the date first above written. [BANK PRODUCT PROVIDER] By:_____________________ Name:__________________ Title:___________________ SCHEDULE I [Describe the Bank Product Obligations, and include a specification of the estimated maximum amount thereof to its Loans to any rating agencybe created or incurred] 3 Independence Coal Company, commercial paper dealer or provider of any suretyLLC Jacks Branch Coal Company Kanawha Energy Company, guarantee or credit or liquidity enhancements to such SPV. This Section 10.3 may not be amended without the written consent of any Designating Lender affected thereby.LLC ▇▇▇▇▇▇ Processing Company, LLC ▇▇▇▇ Creek Coal Corporation Laxare, Inc. Litwar Processing Company, LLC ▇▇▇▇▇ I, LLC ▇▇▇▇▇ III, LLC ▇▇▇▇ ▇▇▇▇▇▇ Coal Company, Inc. Martin County Coal, LLC Maxxim Rebuild Co., LLC Maxxim Shared Services, LLC Mountain Empire Land & Conservation, LLC ▇▇▇▇▇▇▇▇▇▇ Contracting, Inc. Old ANR, LLC Omar Mining Company, LLC Performance Coal Company, LLC Pioneer Fuel Corporation Power Mountain Contura, LLC Premium Energy, LLC ▇▇▇▇ Sales & Processing Co., LLC Riverside Energy Company, LLC Road Fork Development Company, LLC Rostraver Energy Company Rum Creek Coal Sales, Inc. ▇▇▇▇▇▇ Coal Company, LLC Trace Creek Coal Company Wabash Mine Holding Company 16 Material Prep Plants (Owned Properties) Material Leased Real Property 19 Material Prep Plants (Leased Properties) Schedule 7.16 Litigation (a) None (b) None Schedule 7.17 Restrictive Agreements None Schedule 7.23 Environmental Matters (a) None (b) None (c) None (d) None (e) None

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

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

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

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

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

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

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

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

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

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

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

Designation. (i) Notwithstanding anything to the contrary contained hereinThe Company may at any time, any Lender (a "Designating Lender") may grant to one or more special purpose funding vehicles (each, an "SPV"), identified as such in writing and from time to time by time, upon not less than 15 Business Days’ notice in the Designating Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part case of any Loan direct or indirect Wholly-Owned Subsidiary so designated after the Restatement Date, notify the Agent that such Designating Lender would otherwise be obligated the Company intends to make to the Borrower pursuant to designate a Subsidiary as a “Designated Subsidiary” for purposes of this Credit Agreement; provided that (I) nothing herein shall constitute a commitment by any SPV to make any Loan, (II) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Designating Lender shall be obligated to make such Loan pursuant to the terms hereof, (III) the Designating Lender shall remain liable for any indemnity or other payment obligation with respect to its Commitment hereunder and (IV) each such SPV would satisfy the requirements of Section 3.10 if such SPV was a Lender hereunder. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Designating Lender to the same extent, and as if, such Loan were made by such Designating Lender. (ii) As to any Loans or portion thereof made by it, each SPV shall have all the rights that a Lender making such Loans or portion thereof would have had under this Credit Agreement; provided, however that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Credit Agreement. No additional Note shall be required to evidence the Loans On or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note as agent for such SPV to the extent of the Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV. (iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Designating Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to after the date that is one year 15 Business Days after such notice, upon delivery to the Agent and one day after each Lender of a Designation Letter duly executed by the payment Company and the respective Subsidiary and substantially in full the form of Exhibit F hereto, such Subsidiary shall thereupon become a “Designated Subsidiary” for purposes of this Agreement and, as such, shall have all of the rights and obligations of a Borrower hereunder. The Agent shall promptly notify each Lender of the Company’s notice of such pending designation by the Company and the identity of the respective Subsidiary. Following the giving of any notice pursuant to this Section 9.07(a), if the designation of such Designated Subsidiary obligates the Agent or any Lender to comply with “know your customer”, the Patriot Act or similar identification procedures in circumstances where the necessary information is not already available to it, the Company shall, promptly upon the request of the Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Agent or any Lender in order for the Agent or such Lender to carry out and be satisfied it has complied with the results of all outstanding prior indebtedness of necessary “know your customer” or other similar checks under all applicable laws and regulations. If the Company shall designate as a Designated Subsidiary hereunder any SPV, it will Subsidiary not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings organized under the laws of the United States or any State thereof. (iv) In addition, notwithstanding anything any Lender, subject to Section NYDOCS01/1357750.4 2.14(f), may, with notice to the contrary contained Agent and the Company, fulfill its Commitment by causing an Affiliate or any branch of such Lender to act as the Lender in this Section 10.3 respect of such Designated Subsidiary. As soon as practicable after receiving notice from the Company or otherwise the Agent of the Company’s intent to designate a direct or indirect Wholly-Owned Subsidiary as a Designated Subsidiary, and in this Credit Agreementany event no later than five Business Days after the delivery of such notice, for a Designated Subsidiary that is organized under the laws of a jurisdiction other than of the United States or a political subdivision thereof, any SPV Lender that may (I) at any time and without paying any processing fee therefornot legally lend to, assign or participate all or a portion of its interest in any Loans to the Designating Lender (or to any other SPV of such Designating Lender) or to any financial institutions providing liquidity and/or establish credit support to or for the account of and/or do any business whatsoever with such SPV Designated Subsidiary directly or through an Affiliate of such Lender as provided in the immediately preceding paragraph (a “Protesting Lender”) shall so notify the Company and the Agent in writing. With respect to support each Protesting Lender, the funding Company shall, effective on or maintenance before the date that such Designated Subsidiary shall have the right to borrow hereunder, either (A) notify the Agent and such Protesting Lender that the Commitments of Loans such Protesting Lender shall be terminated or cause such Protesting Lender to assign all of its Commitments to an Eligible Assignee identified by the Company in accordance with Section 2.21(b); provided that such Protesting Lender shall have received payment of an amount equal to the outstanding principal of its Advances and/or Letter of Credit reimbursement obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (IIto the extent of such outstanding principal and accrued interest and fees) disclose on or the Company or the relevant Designated Subsidiary (in the case of all other amounts), or (B) cancel its request to designate such Subsidiary as a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPV. This Section 10.3 may not be amended without the written consent of any Designating Lender affected thereby“Designated Subsidiary” hereunder.

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

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

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

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

Designation. or (ic) Notwithstanding anything when such amounts are made automatically due and payable upon the occurrence of an Event of Default (as defined below) or (d) January 1, 2006 (the "Maturity Date); provided, however, that no payments of any nature whatsoever shall be made with respect to the contrary contained hereinNote in contravention of the terms and provisions of the Amended and Restated Credit Agreement, dated as of December 31, 2000, as amended, among the Company, Various Financial Institutions, LaSalle Bank National Association, American National Bank and Trust Company of Chicago and Bank of America as same may be modified, extended, amended or supplemented at any Lender time or from time to time (a the "Designating Lender") may grant to one or more special purpose funding vehicles (each, an "SPVCredit Agreement"). Subject to the provisions of the Credit Agreement, identified as such the principal amount of this Note, plus accrued interest thereon and reasonable expenses with respect thereto, may be prepaid in writing cash, in whole or in part, at anytime and from time to time by Maker by the Designating Lender tendering of payment thereof to Holder. In addition, notwithstanding anything set forth herein to the Administrative Agent and contrary, Holder expressly agrees to convert the Borrowerentire principal amount of this Note, plus all accrued interest thereon plus all reasonable expenses with respect thereto, into Series A Preferred Stock upon receipt of written notice from Maker (the "Conversion Notice") that, in the absence of Holder effecting such conversion, the option Company will not be able to provide maintain the listing of its securities on the New York Stock Exchange. Any such conversion of the Series A Preferred Stock in accordance with the provisions of the immediately preceding sentence shall be deemed to be effected upon the giving of the Conversion Notice. All cash payments by the Maker under this Note shall be in immediately available funds. The number of shares of Series A Preferred Stock to be issued to the Borrower all or Holder upon any part conversion of any Loan that such Designating Lender would otherwise principal and interest plus reasonable expenses hereunder shall be obligated to make equal to the Borrower pursuant to quotient obtained by dividing (i) the aggregate principal amount outstanding of this Credit Agreement; provided that (I) nothing herein shall constitute a commitment by any SPV to make any Loan, (II) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Designating Lender shall be obligated to make such Loan pursuant Note plus accrued and unpaid interest plus reasonable expenses to the terms hereof, (III) the Designating Lender shall remain liable for any indemnity or other payment obligation with respect to its Commitment hereunder and (IV) each such SPV would satisfy the requirements date of Section 3.10 if such SPV was a Lender hereunder. The making of a Loan conversion by an SPV hereunder shall utilize the Commitment of the Designating Lender to the same extent, and as if, such Loan were made by such Designating Lender. (ii) As the "Stated Value" (as defined in the Certificate of Designation) rounded up to the nearest whole share. In lieu of cash payment of interest hereon, on each date on which interest shall be payable, except in the case of interest due on the Maturity Date and upon an Event of Default of this Note, the principal amount of this Note shall be increased by an amount equal to the amount of interest payable on such interest payment date plus reasonable expenses. The Note is transferable and assignable to any Loans person to whom such transfer is permissible under applicable law. The Maker agrees to issue from time to time replacement Notes in the form hereof to facilitate such transfers and assignments. In addition, after delivery of an indemnity in form and substance satisfactory to the Maker, the Maker also agrees to issue a replacement Note if the Note is lost, stolen, mutilated or portion destroyed. As collateral for the repayment in full of the principal of and interest this Note, together with all costs of enforcement of this Note whenever incurred including prior to the date hereof (collectively, the "Obligations"), the undersigned does hereby grant to the Holder a security interest in the property set forth on Schedule I hereto together with all proceeds thereof made (the "Collateral"). The title to the Collateral shall be held in escrow by itthe Maker. Upon the occurrence and continuance of an Event of Default (as defined below), each SPV the Holder shall have all the rights and remedies of a secured party under the Uniform Commercial Code of the State of New York (the "UCC"). The security interest created hereunder is a continuing security interest and shall remain in effect until the indefeasible payment in full of all the Obligations. The Maker shall take such steps from time to time as may be requested by the Holder to ensure that the security interest created hereby shall constitute a Lender making first priority security interest under applicable law, including the UCC. In particular, it shall immediately notify Holder if Maker shall have any commercial tort claims (as defined in the UCC) against any person and shall amend this Note to add such Loans or portion thereof would have had claims to the collateral listed on Schedule I. Every amount overdue under this Credit AgreementNote shall bear interest from and after the date on which such amount first became overdue at an annual rate which is two (2) percentage points above the rate per year specified in the first paragraph of this Note (the "Default Interest Rate"). The Default Interest Rate shall be increased at an annual rate which is two (2) percentage points above the then current Default Interest Rate on the thirtieth day after the date on which the Note first became overdue and for each month thereafter that the Note remains overdue; provided, however that each SPV the Default Interest Rate shall have granted to its Designating Lender an irrevocable power not exceed a maximum annual rate of attorney, to deliver and receive all communications and notices 18%. Such interest on overdue amounts under this Credit Agreement (and any related documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Credit Agreement. No additional Note shall be required payable on demand and shall accrue and be compounded monthly until the obligation of the Maker with respect to evidence the Loans payment of such interest has been discharged (whether before or portion thereof made after judgment). In no event shall any interest charged, collected or reserved under this Note exceed the maximum rate then permitted by an SPV; applicable law and if any such payment is paid by the related Designating Lender Maker, then such excess sum shall be deemed to hold its credited by the Holder as a payment of principal. If at the time of conversion of this Note as agent for such SPV to the extent into shares of the Loans or portion thereof funded by Maker's capital stock, there are insufficient authorized shares of equity securities to permit conversion of this Note in full, then the Maker shall take all corporate action necessary to authorize a sufficient number of shares of equity securities to permit such SPVconversion in full. No fractional shares of the Maker's capital stock will be issued upon conversion of this Note. In addition, any payments for the account lieu of any SPV shall be paid fractional share to its Designating Lender as agent for such SPV. (iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender the Holder would otherwise be liable for so long asentitled, and the Maker will pay to the extentHolder in cash the amount of the unconverted principal and interest balance of this Note that would otherwise be converted into such fractional share. Upon conversion of this Note, the Designating Lender provides such indemnity or makes such payment. In furtherance Holder shall surrender this Note, duly endorsed, at the principal offices of the foregoingMaker or any transfer agent of the Maker. At its expense, each party hereto hereby agrees (the Maker will, as soon as practicable thereafter, issue and deliver to such Holder, at such principal office, a certificate or certificates for the number of shares to which agreement shall survive such Holder is entitled upon such conversion, together with other securities and property to which the termination Holder is entitled upon such conversion under the terms of this Credit Agreement) thatNote, prior including a check payable to the date Holder for any cash amounts payable as described herein. Upon conversion of this Note and payment for fractional shares as provided above, the Maker will be forever released from all of its payment obligations and liabilities under this Note with regard to that is one year portion of the principal amount and one day after accrued interest being converted. All payments by the payment in full of all outstanding prior indebtedness Maker under this Note shall be made without set-off, defense or counterclaim and be free and clear and without any deduction or withholding for any taxes or fees of any SPVnature whatever, it will not institute against, unless the obligation to make such deduction or join withholding is imposed by law. No delay or omission on the part of the Holder in exercising any right under this Note shall operate as a waiver of such right or of any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws right of the United States Holder, nor shall any delay, omission or waiver on any one occasion be deemed a bar to or waiver of the same or any State thereofother right on any future occasion. (iv) In addition, notwithstanding anything to the contrary contained in this Section 10.3 or otherwise in this Credit Agreement, any SPV may (I) at any time and without paying any processing fee therefor, assign or participate all or a portion of its interest in any Loans to the Designating Lender (or to any other SPV of such Designating Lender) or to any financial institutions providing liquidity and/or credit support to or for the account of such SPV to support the funding or maintenance of Loans and (II) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPV. This Section 10.3 may not be amended without the written consent of any Designating Lender affected thereby.

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

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

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

Designation. [ ] hereby designates (ix) itself as a [Cash Management Bank/Hedge Bank] under the Credit Agreement and (y) the [Cash Management Agreement/Swap Contract] described on Schedule 1 hereto to be a “[Secured Cash Management Agreement/Secured Hedge Agreement]” and hereby represents and warrants to the Administrative Agent that such [Cash Management Agreement/Swap Contract] satisfies all the requirements under the Loan Documents to be so designated including that such [Cash Management Bank/Hedge Bank] was a Lender or Affiliate of a Lender at the time such [Cash Management Agreement/Swap Contract] was entered into. By executing and delivering this Designation Notice, the [Cash Management Bank/Hedge Bank], as provided in the Credit Agreement, hereby agrees to be bound by all of the provisions of the Loan Documents which are applicable to it as a [Cash Management Bank/Hedge Bank] or a Secured Party thereunder and hereby (a) confirms that it has received a copy of the Loan Documents and such other documents and information as it has deemed appropriate to make its own decision to enter into this Designation Notice, (b) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto, and (c) agrees that it will be bound by the provisions of the Loan Documents and will perform in accordance with its terms all the obligations which by the terms of the Loan Documents are required to be performed by it as a [Cash Management Bank/Hedge Bank] or Secured Party, including without limitation its obligations as a Creditor under the Intercreditor Agreement. Notwithstanding anything to the contrary contained hereinin Section 11.04 of the Credit Agreement, to the extent (w) there are any Lender amounts owed to the [Cash Management Bank/Hedge Bank] in respect of Secured Hedge Agreements or Cash Management Agreements, (a "Designating Lender"x) may grant the Loan Parties for any reason fail to one indefeasibly pay any amount required under subsection (a) or more special purpose funding vehicles (each, an "SPV"), identified as such in writing from time b) of Section 11.04 of the Credit Agreement to time be paid by the Designating Lender them to the Administrative Agent, (y) the Administrative Agent has taken action with respect of the Collateral or any breach of the Loan Documents by a Loan Party, and (z) the Borrower[Cash Management Bank/Hedge Bank] shares in the proceeds of such Collateral, the option [Cash Management Bank/Hedge Bank] agrees to provide to indemnify the Borrower all or any part of any Loan that such Designating Lender would otherwise be obligated to make to the Borrower pursuant to this Credit Agreement; provided that (I) nothing herein shall constitute a commitment by any SPV to make any Loan, (II) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Designating Lender shall be obligated to make such Loan pursuant to the terms hereof, (III) the Designating Lender shall remain liable for any indemnity or other payment obligation Administrative Agent with respect to its Commitment hereunder and any action taken by it in respect of (IVi) each such SPV would satisfy the requirements of Section 3.10 if such SPV was a Lender hereunder. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Designating Lender to the same extent, and as if, such Loan were made by such Designating Lender. Collateral or (ii) As any breach of the Loan Documents by any Loan Party, and agrees to any Loans or undertake and fulfill a portion thereof made by it, each SPV shall have all of the rights that a Lender making such Loans or portion thereof would have had liability of the Lenders under this Credit Agreement; provided, however that each SPV shall have granted to its Designating Lender an irrevocable power Section 11.04 of attorney, to deliver and receive all communications and notices under this the Credit Agreement (and without relieving the Lenders of their obligations) in an amount equal to, as of any related documentsdate of determination, the product of (a) and to exercise on such SPV's behalf, all the aggregate liability of the Lenders under Section 11.04 as of such SPV's voting rights under this Credit Agreement. No additional Note date multiplied by (b) a fraction, the numerator of which shall be required the aggregate amount owed to evidence the Loans [Cash Management Bank/Hedge Bank] in respect of Secured Hedge Agreements or portion thereof made by an SPV; Cash Management Agreements and the related Designating Lender denominator of which shall be deemed to hold its Note as agent for such SPV to the extent sum of the Loans or portion thereof funded aggregate outstanding principal amount of indebtedness evidenced by such SPV. In additionthe Private Placement Notes, any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV. (iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment aggregate Outstanding Amount under this the Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Designating Lender provides such indemnity all amounts owed in respect of Secured Hedge Agreements or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding prior indebtedness of any SPV, it will not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States or any State thereofCash Management Agreements. (iv) In addition, notwithstanding anything to the contrary contained in this Section 10.3 or otherwise in this Credit Agreement, any SPV may (I) at any time and without paying any processing fee therefor, assign or participate all or a portion of its interest in any Loans to the Designating Lender (or to any other SPV of such Designating Lender) or to any financial institutions providing liquidity and/or credit support to or for the account of such SPV to support the funding or maintenance of Loans and (II) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPV. This Section 10.3 may not be amended without the written consent of any Designating Lender affected thereby.

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

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

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

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

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

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