Common use of Designation Clause in Contracts

Designation. [ ] hereby designates the [Secured Cash Management Agreement] [Secured Hedge Agreement] 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 [Secured Cash Management Agreement] [Secured Hedge Agreement] satisfies all the requirements under the Loan Documents to be so designated. By executing and delivering this Secured Party Designation Notice, the Designor, 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 provider of a [Secured Cash Management Agreement] [Secured Hedge Agreement] 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 Secured Party 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 thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto (including, without limitation, the provisions of Section 10.01 of the Credit Agreement), 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 provider of a [Secured Cash Management Agreement] [Secured Hedge Agreement]. Without limiting the foregoing, the Designor agrees to indemnify the Administrative Agent as contemplated by Section 11.04 of the Credit Agreement. GOVERNING LAW. THIS SECURED PARTY DESIGNATION NOTICE AND ANY CLAIMS, CONTROVERSY, 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.

Designation. [ ] hereby designates The Parent may at any time, and from time to time, upon not less than 15 Business Days’ notice in the [Secured Cash Management case of any Subsidiary so designated after the date hereof, notify the Administrative Agent (who shall promptly notify the Lenders) that the Parent intends to designate a Subsidiary as a “Designated Subsidiary” for purposes of this Agreement] [Secured Hedge Agreement] described on Schedule 1 hereto to be a [“Secured Cash Management Agreement”] [“Secured Hedge Agreement”] and hereby represents and warrants . On or after the date that is 15 Business Days after such notice, upon delivery to the Administrative Agent that 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 [Secured Cash Management Agreement] [Secured Hedge Agreement] satisfies all the requirements under the Loan Documents to be so designated. By executing and delivering Subsidiary shall thereupon become a “Designated Subsidiary” for purposes of this Secured Party Designation Notice, the DesignorAgreement and, as provided in the Credit Agreementsuch, hereby agrees to be bound by shall have all of the provisions rights and obligations of a Borrower hereunder. The Administrative Agent shall promptly notify each Lender of the Loan Documents which are applicable to it as a provider Parent’s notice of a [Secured Cash Management Agreement] [Secured Hedge Agreement] such pending designation by the Parent and hereby (a) confirms that it has received a copy the identity of the Loan Documents and respective Subsidiary. Following the giving of any notice pursuant to this Section 16.3(a), if the designation of such other documents and information as it has deemed appropriate to make its own decision to enter into this Secured Party Designation Notice, (b) appoints and authorizes Designated Subsidiary obligates the Administrative Agent or any Lender to take 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 action documentation and other evidence as agent on its behalf is reasonably requested by the Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry out and to exercise such powers be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under all applicable laws and discretion regulations. If the Parent shall designate as a Designated Subsidiary hereunder any Subsidiary not organized under the Credit Agreementlaws of the United States, any State thereof or the other Loan Documents or United Kingdom and Wales, any other instrument or document furnished pursuant thereto as are delegated Lender may, with notice to the Administrative Agent and the Parent, fulfill its Commitment by causing an Affiliate of such Lender to act as the terms thereof, together with Lender in respect of such powers Designated Subsidiary. As soon as are incidental thereto (including, without limitation, practicable after receiving notice from the provisions of Section 10.01 of the Credit Agreement), 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 provider of a [Secured Cash Management Agreement] [Secured Hedge Agreement]. Without limiting the foregoing, the Designor agrees to indemnify Parent or the Administrative Agent as contemplated by Section 11.04 of the Credit AgreementParent’s intent to designate a Subsidiary as a Designated Borrower, and in any 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 Lender that may not legally lend to, establish credit for the account of and/or do any business whatsoever with such Designated Subsidiary, either directly or through an Affiliate of such Lender selected pursuant to the immediately preceding paragraph (a “Protesting Lender”) shall so notify the Parent and the Administrative Agent in writing. GOVERNING LAW. THIS SECURED PARTY DESIGNATION NOTICE AND ANY CLAIMSWith respect to each Protesting Lender, CONTROVERSYthe Parent shall, DISPUTE OR CAUSE OF ACTION effective on or before the date that such Designated Subsidiary shall have the right to borrow hereunder, either (WHETHER IN CONTRACT OR TORT OR OTHERWISEA) BASED UPONnotify 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, ARISING OUT OF OR RELATING TO THIS SECURED PARTY DESIGNATION NOTICE SHALL BE GOVERNED BYaccrued interest thereon, AND CONSTRUED IN ACCORDANCE WITHaccrued fees and all other amounts payable to it hereunder, THE LAW OF THE STATE OF NEW YORKfrom the assignee (to the extent of such outstanding principal and accrued interest and fees) 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 “Designated Subsidiary” hereunder.

Designation. [ ] hereby designates The Company may at any time, and from time to time, upon not less than five Business Days’ notice (or ten Business Days’ notice in the [Secured Cash Management case of any Subsidiary organized under laws of a jurisdiction outside of the United States), notify the Agent that the Company intends to designate a Subsidiary as a “Designated Subsidiary” for purposes of this Agreement] [Secured Hedge Agreement] described on Schedule 1 hereto to be . On or after the date that is five Business Days after such notice (or ten Business Days after such notice in the case of any Subsidiary organized under laws of a [“Secured Cash Management Agreement”] [“Secured Hedge Agreement”] and hereby represents and warrants jurisdiction outside of the United States), upon delivery to the Administrative Agent that and each Lender of a Designation Agreement duly executed by the Company and the respective Subsidiary, such [Secured Cash Management Subsidiary shall thereupon become a “Designated Subsidiary” for all purposes of this Agreement] [Secured Hedge Agreement] satisfies , and, upon fulfillment of the applicable conditions set forth in Section 3.02 and after such Designation Agreement is accepted by the Agent, such Subsidiary shall thereupon become a Designated Subsidiary for all the requirements under the Loan Documents to be so designated. By executing and delivering purposes of this Secured Party Designation Notice, the DesignorAgreement and, as provided in the Credit Agreementsuch, hereby agrees to be bound by shall have all of the provisions rights and obligations of a Borrower hereunder. The Agent shall promptly notify each Lender of the Loan Documents which are applicable 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 it as a provider 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 (including, without limitation, delivery of a [Secured Cash Management Agreement] [Secured Hedge Agreement] Beneficial Ownership Certification, if applicable) and hereby (a) confirms that 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 received a copy complied with the requirements of the Loan Documents all necessary “know your customer” or other similar checks under all applicable laws and such other documents and information as it has deemed appropriate to make its own decision to enter into this Secured Party 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 thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto regulations (including, without limitation, the provisions of Section 10.01 Beneficial Ownership Regulation). If the Company shall designate as a Designated Subsidiary hereunder any Subsidiary not organized under the laws of the Credit AgreementUnited States or any State thereof, any Lender may, with notice to the Agent and the Company, fulfill its Commitment by causing an Affiliate or branch of such Lender to act as the Lender 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 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 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 (if such Protesting Lender’s Commitments are assigned) 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), and or (cB) agrees that it will be bound by the provisions of the Loan Documents and will perform in accordance with cancel its terms all the obligations which by the terms of the Loan Documents are required request to be performed by it designate such Subsidiary as a provider of a [Secured Cash Management Agreement] [Secured Hedge Agreement]. Without limiting the foregoing, the Designor agrees to indemnify the Administrative Agent as contemplated by Section 11.04 of the Credit Agreement. GOVERNING LAW. THIS SECURED PARTY DESIGNATION NOTICE AND ANY CLAIMS, CONTROVERSY, 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“Designated Subsidiary” hereunder.

Designation. [ ] hereby designates The Company may at any time, and from time to time, upon not less than 15 Business Days’ notice, notify the [Secured Cash Management Agent that the Company intends to designate a Subsidiary as a “Designated Subsidiary” for purposes of this Agreement] [Secured Hedge Agreement] described on Schedule 1 hereto to be a [“Secured Cash Management Agreement”] [“Secured Hedge Agreement”] and hereby represents and warrants . On or after the date that is 15 Business Days after such notice, upon delivery to the Administrative Agent that 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 [Secured Cash Management Agreement] [Secured Hedge Agreement] satisfies Subsidiary shall thereupon become a “Designated Subsidiary” for purposes of this Agreement and, as such, shall have all of the requirements 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 Loan Documents laws of a jurisdiction outside of the United States, any Lender may, with notice to the Agent and the Company, fulfill its Commitment by causing an Affiliate of such Lender organized in the same jurisdiction 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 such Lender shall, to the extent of Advances made to such Designated Subsidiary, be so designateddeemed for all purposes hereof to have satisfied its Commitment hereunder in respect of such Designated Subsidiary. By executing 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 delivering this Secured Party Designation Noticein any event no later than five Business Days after the delivery of such notice, for a Designated Subsidiary that is organized under the Designorlaws of a jurisdiction outside of the United States, 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 Credit Agreementimmediately preceding paragraph (a “Protesting Lender”) shall so notify the Company and the Agent in writing. With respect to each Protesting Lender, hereby agrees 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 bound by 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 of the provisions of the Loan Documents which are applicable 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 the case of all other amounts), or (B) cancel its request to designate such Subsidiary as a provider of a [Secured Cash Management Agreement] [Secured Hedge Agreement] 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 Secured Party 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 thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto (including, without limitation, the provisions of Section 10.01 of the Credit Agreement), 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 provider of a [Secured Cash Management Agreement] [Secured Hedge Agreement]. Without limiting the foregoing, the Designor agrees to indemnify the Administrative Agent as contemplated by Section 11.04 of the Credit Agreement. GOVERNING LAW. THIS SECURED PARTY DESIGNATION NOTICE AND ANY CLAIMS, CONTROVERSY, 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“Designated Subsidiary” hereunder.

Designation. [ [_____________] hereby designates the [Secured Cash Treasury Management Agreement] [Secured Hedge Agreement/Swap Contract] described on Schedule 1 hereto to be a “[“Secured Cash Treasury Management Agreement”] [“/Secured Hedge Swap Agreement”] ]” and hereby represents and warrants to the Administrative Agent that such [Secured Cash Treasury Management Agreement] [Secured Hedge Agreement/Swap Contract] satisfies all the requirements under the Loan Documents to be so designated. By executing and delivering this Secured Party Designation Notice, the Designor, 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 provider of a [Secured Cash Treasury Management Agreement] [/Secured Hedge Swap Agreement] 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 Secured Party 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 thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto (including, without limitation, the provisions of Section 10.01 of the Credit Agreement), 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 provider of a [Secured Cash Treasury Management Agreement] [Secured Hedge Agreement/Swap Contract]. Without limiting the foregoing, the Designor agrees to indemnify the Administrative Agent as contemplated by Section 11.04 11.04(b) of the Credit Agreement. GOVERNING LAW. THIS SECURED PARTY DESIGNATION NOTICE AND ANY CLAIMS, CONTROVERSY, 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.

Designation. [ ] hereby designates The Parent may at any time, and from time to time, upon not less than 15 Business Days’ notice in the [Secured Cash Management case of any Subsidiary so designated after the Effective Date, notify the Administrative Agent (who shall promptly notify the Lenders) that the Parent intends to designate a Subsidiary as a “Designated Subsidiary” for purposes of this Agreement] [Secured Hedge Agreement] described on Schedule 1 hereto to be a [“Secured Cash Management Agreement”] [“Secured Hedge Agreement”] and hereby represents and warrants . On or after the date that is 15 Business Days after such notice, upon delivery to the Administrative Agent that 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 [Secured Cash Management Agreement] [Secured Hedge Agreement] satisfies all the requirements under the Loan Documents to be so designated. By executing and delivering Subsidiary shall thereupon become a “Designated Subsidiary” for purposes of this Secured Party Designation Notice, the DesignorAgreement and, as provided in the Credit Agreementsuch, hereby agrees to be bound by shall have all of the provisions rights and obligations of a Borrower hereunder. The Administrative Agent shall promptly notify each Lender of the Loan Documents which are applicable to it as a provider Parent’s notice of a [Secured Cash Management Agreement] [Secured Hedge Agreement] such pending designation by the Parent and hereby (a) confirms that it has received a copy the identity of the Loan Documents and respective Subsidiary. Following the giving of any notice pursuant to this Section 16.3(a), if the designation of such other documents and information as it has deemed appropriate to make its own decision to enter into this Secured Party Designation Notice, (b) appoints and authorizes Designated Subsidiary obligates the Administrative Agent or any Lender to take 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 action documentation and other evidence as agent on its behalf is reasonably requested by the Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry out and to exercise such powers be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under all applicable laws and discretion regulations. If the Parent shall designate as a Designated Subsidiary hereunder any Subsidiary not organized under the Credit Agreementlaws of the United States, any State thereof or the other Loan Documents or United Kingdom and Wales, any other instrument or document furnished pursuant thereto as are delegated Lender may, with notice to the Administrative Agent and the Parent, fulfill its Commitment by causing an Affiliate of such Lender to act as the terms thereof, together with Lender in respect of such powers Designated Subsidiary. As soon as are incidental thereto (including, without limitation, practicable after receiving notice from the provisions of Section 10.01 of the Credit Agreement), 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 provider of a [Secured Cash Management Agreement] [Secured Hedge Agreement]. Without limiting the foregoing, the Designor agrees to indemnify Parent or the Administrative Agent as contemplated by Section 11.04 of the Credit AgreementParent’s intent to designate a Subsidiary as a Designated Borrower, and in any 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 Lender that may not legally lend to, establish credit for the account of and/or do any business whatsoever with such Designated Subsidiary, either directly or through an Affiliate of such Lender selected pursuant to the immediately preceding paragraph (a “Protesting Lender”) shall so notify the Parent and the Administrative Agent in writing. GOVERNING LAW. THIS SECURED PARTY DESIGNATION NOTICE AND ANY CLAIMSWith respect to each Protesting Lender, CONTROVERSYthe Parent shall, DISPUTE OR CAUSE OF ACTION effective on or before the date that such Designated Subsidiary shall have the right to borrow hereunder, either (WHETHER IN CONTRACT OR TORT OR OTHERWISEA) BASED UPONnotify 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, ARISING OUT OF OR RELATING TO THIS SECURED PARTY DESIGNATION NOTICE SHALL BE GOVERNED BYaccrued interest thereon, AND CONSTRUED IN ACCORDANCE WITHaccrued fees and all other amounts payable to it hereunder, THE LAW OF THE STATE OF NEW YORKfrom the assignee (to the extent of such outstanding principal and accrued interest and fees) 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 “Designated Subsidiary” hereunder.

Designation. [ ] hereby designates The Company may at any time, and from time to time, upon not less than 15 Business Days’ notice in the [Secured Cash Management 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] [Secured Hedge Agreement] described on Schedule 1 hereto to be a [“Secured Cash Management Agreement”] [“Secured Hedge Agreement”] and hereby represents and warrants . 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 rights and obligations of a Borrower hereunder. The Administrative 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 12.6(a), if the designation of such Subsidiary Borrower 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 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 notice, for a Subsidiary Borrower that such [Secured Cash Management Agreement] [Secured Hedge Agreement] satisfies all the requirements is organized under the Loan Documents to be so designated. By executing and delivering this Secured Party Designation Noticelaws 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 Designor, account of and/or do any business whatsoever with such Subsidiary Borrower directly or through an Affiliate of such Lender as provided in the Credit Agreement, hereby agrees to be bound by all of immediately preceding paragraph (a “Protesting Lender”) shall so notify the provisions of the Loan Documents which are applicable to it as a provider of a [Secured Cash Management Agreement] [Secured Hedge Agreement] Company 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 Secured Party Designation Notice, (b) appoints and authorizes the Administrative Agent in writing. With respect to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreementeach Protesting Lender, the other Loan Documents Company shall, effective on or any other instrument or document furnished pursuant thereto as are delegated before the date that such Subsidiary Borrower shall have the right to borrow hereunder, either (A) notify the Administrative Agent by and such Protesting Lender that the terms thereofCommitments 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 Loans and/or Letter of Credit reimbursement obligations, together with accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such powers as are incidental thereto outstanding principal and accrued interest and fees) or the Company or the relevant Subsidiary Borrower (including, without limitation, in the provisions case of Section 10.01 of the Credit Agreementall other amounts), and or (cB) agrees that it will be bound by the provisions of the Loan Documents and will perform in accordance with cancel its terms all the obligations which by the terms of the Loan Documents are required request to be performed by it designate such Subsidiary as a provider of a [Secured Cash Management Agreement] [Secured Hedge Agreement]. Without limiting the foregoing, the Designor agrees to indemnify the Administrative Agent as contemplated by Section 11.04 of the Credit Agreement. GOVERNING LAW. THIS SECURED PARTY DESIGNATION NOTICE AND ANY CLAIMS, CONTROVERSY, 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“Subsidiary Borrower” hereunder.

Designation. [ ] hereby designates With respect to each repayment of any Tranche of Loans required by this Section 5.02, the [Secured Cash Management Agreement] [Secured Hedge Agreement] described on Schedule 1 hereto respective Borrower may designate the Types of Loans which are to be repaid of such Tranche and, in the case of Euro Rate Loans (other than Euro Denominated Swingline Loans) or CDOR Rate Loans, the specific Borrowing or Borrowings pursuant to which such Euro Rate Loans or CDOR Rate Loans were made, provided that: (i) repayments of Euro Rate Loans (other than Euro Denominated Swingline Loans) and CDOR Rate Loans made pursuant to this Section 5.02 may only be made on the last day of an Interest Period applicable thereto unless all such Euro Rate Loans or CDOR Rate Loans of the respective Tranche with Interest Periods ending on such date of required repayment and all Base Rate Loans or Canadian Prime Rate Loans (as applicable) of the respective Tranche have been paid in full; (ii) if any repayment of Euro Rate Loans (other than Euro Denominated Swingline Loans) or CDOR Rate Loans made pursuant to a [“Secured Cash Management Agreement”] [“Secured Hedge Agreement”] single Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, (x) in the case of Eurodollar Loans, such Borrowing shall be converted at the end of the then current Interest Period into a Borrowing of Base Rate Loans, (y) in the case of CDOR Rate Loans, such Borrowing shall be converted at the end of the then current Interest Period into a Borrowing of Canadian Prime Rate Loans, and hereby represents and warrants to (z) in the case of Alternate Currency Loans of a given Tranche (other than Canadian Loans), the respective Borrower shall cooperate with the Administrative Agent that in selecting Interest Periods at the end of the then current Interest Period or Interest Periods so as to align such [Secured Cash Management Agreement] [Secured Hedge Agreement] satisfies all Borrowing with the requirements under Interest Periods applicable to one or more other Borrowings of Alternate Currency Loans of such Tranche; and (iii) each repayment of any Tranche of Loans shall be applied pro rata among the Loan Documents to be so designatedLenders with outstanding Loans of such Tranche. By executing and delivering this Secured Party Designation Notice, In the Designor, absence of a designation by the respective Borrower as provided described in the Credit Agreementpreceding sentence, hereby agrees to 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 Loan Documents and such other documents and information as it has deemed appropriate to make its own decision to enter into this Secured Party 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 Agreementshall, the other Loan Documents or any other instrument or document furnished pursuant thereto as are delegated subject to the Administrative Agent by the terms thereofabove, together with make such powers as are incidental thereto (including, without limitation, the provisions of Section 10.01 of the Credit Agreement), and (c) agrees that it will be bound by the provisions of the Loan Documents and will perform designation 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 provider of a [Secured Cash Management Agreement] [Secured Hedge Agreement]. Without limiting the foregoing, the Designor agrees to indemnify the Administrative Agent as contemplated by Section 11.04 of the Credit Agreement. GOVERNING LAW. THIS SECURED PARTY DESIGNATION NOTICE AND ANY CLAIMS, CONTROVERSY, 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 YORKsole discretion.

Designation. [ ] hereby designates The Company may at any time, and from time to time, upon not less than 15 Business Days’ notice in the [Secured Cash Management 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] [Secured Hedge Agreement] described on Schedule 1 hereto to be a [“Secured Cash Management Agreement”] [“Secured Hedge Agreement”] and hereby represents and warrants . On or after the date that is 15 Business Days after such notice, upon delivery to the Administrative Agent that and each Lender of a Designation Letter duly executed by the Company and the respective Subsidiary and substantially in the form of Exhibit D hereto, such [Secured Cash Management Agreement] [Secured Hedge Agreement] satisfies all the requirements under the Loan Documents to be so designated. By executing and delivering Subsidiary shall thereupon become a “Designated Subsidiary” for purposes of this Secured Party Designation Notice, the DesignorAgreement and, as provided in the Credit Agreementsuch, hereby agrees to be bound by shall have all of the provisions rights and obligations of a Borrower hereunder. The Administrative Agent shall promptly notify each Lender of the Loan Documents which are applicable to it as a provider Company’s notice of a [Secured Cash Management Agreement] [Secured Hedge Agreement] such pending designation by the Company and hereby (a) confirms that it has received a copy the identity of the Loan Documents and respective Subsidiary. Following the giving of any notice pursuant to this Section 9.07(a), if the designation of such other documents and information as it has deemed appropriate to make its own decision to enter into this Secured Party Designation Notice, (b) appoints and authorizes Designated Subsidiary obligates the Administrative Agent or any Lender to take 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 action documentation and other evidence as agent on its behalf is reasonably requested by the Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry out and to exercise such powers be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under all applicable laws and discretion regulations. If the Company shall designate as a Designated Subsidiary hereunder any Subsidiary not organized under the Credit Agreement, laws of the other Loan Documents United States or any other instrument or document furnished pursuant thereto as are delegated 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 terms thereof, together with Lender in respect of such powers Designated Subsidiary. As soon as are incidental thereto (including, without limitation, practicable after receiving notice from the provisions of Section 10.01 of the Credit Agreement), 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 provider of a [Secured Cash Management Agreement] [Secured Hedge Agreement]. Without limiting the foregoing, the Designor agrees to indemnify Company or the Administrative Agent as contemplated by Section 11.04 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, either directly or through an Affiliate of such Lender selected pursuant to the immediately preceding paragraph (a “Protesting Lender”) shall so notify the Company and the Administrative Agent in writing. With respect to each Protesting Lender, the Company shall, effective on or before the date that such Designated Subsidiary shall have the right to borrow hereunder, either (A) notify the Administrative Agent and such Protesting Lender that the Commitments of such Protesting Lender shall be 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 Agreement. GOVERNING LAW. THIS SECURED PARTY DESIGNATION NOTICE AND ANY CLAIMSreimbursement obligations, CONTROVERSYaccrued interest thereon, DISPUTE OR CAUSE OF ACTION accrued fees and all other amounts payable to it hereunder, from the assignee (WHETHER IN CONTRACT OR TORT OR OTHERWISEto the extent of such outstanding principal and accrued interest and fees) BASED UPONor the Company or the relevant Designated Subsidiary (in the case of all other amounts), 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 YORKor (B) cancel its request to designate such Subsidiary as a “Designated Subsidiary” hereunder.

Designation. [ ] hereby designates the [Secured Cash Management Agreement] [Secured Hedge AgreementAgreement][Swap Contract] described on Schedule 1 hereto to be a [“Secured Cash Management Agreement”] [“Secured Agreement”][“Secured Hedge Agreement”] and hereby represents and warrants to the Administrative Agent that such [Secured Cash Management Agreement] [Secured Hedge AgreementAgreement][Swap Contract] satisfies all the requirements under the Loan Documents to be so designated. By executing and delivering this Secured Party Designation Notice, the Designor, 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 provider of a [Secured Cash Management Agreement] [Secured Agreement][Secured Hedge Agreement] 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 Secured Party 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 thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto (including, without limitation, the provisions of Section 10.01 9.01 of the Credit Agreement), 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 provider of a [Secured Cash Management Agreement] [Secured Hedge AgreementAgreement][Swap Contract]. Without limiting the foregoing, the Designor agrees to indemnify the Administrative Agent as contemplated by Section 11.04 11.04(c) of the Credit Agreement. GOVERNING LAW. THIS SECURED PARTY DESIGNATION NOTICE AND ANY CLAIMS, CONTROVERSY, 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.

Designation. [ ] hereby designates the [Secured Cash Management Agreement] [Secured Hedge 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 [Secured Cash Management Agreement] [Secured Hedge Agreement/Swap Contract] satisfies all the requirements under the Loan Documents to be so designated. By executing and delivering this Secured Party Designation Notice, the Designor, 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 provider of a [Secured Cash Management Agreement] [/Secured Hedge Agreement] 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 Secured Party 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 thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto (including, without limitation, the provisions of Section 10.01 9.01 of the Credit Agreement), 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 provider of a [Secured Cash Management Agreement] [Secured Hedge Agreement/Swap Contract]. Without limiting the foregoing, the Designor agrees to indemnify the Administrative Agent as contemplated by Section 11.04 11.04(c) of the Credit Agreement. GOVERNING LAW. THIS SECURED PARTY DESIGNATION NOTICE AND ANY CLAIMS, CONTROVERSY, 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.

Designation. [ ] hereby designates The Company may at any time, and from time to time, upon not less than 15 Business Days’ notice in the [Secured Cash Management 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] [Secured Hedge Agreement] described on Schedule 1 hereto to be a [“Secured Cash Management Agreement”] [“Secured Hedge Agreement”] and hereby represents and warrants . On or after the date that is 15 Business Days after such notice, upon delivery to the Administrative Agent that and each Lender of a Designation Letter duly executed by the Company and the respective Subsidiary and substantially in the form of Exhibit D hereto, such [Secured Cash Management Agreement] [Secured Hedge Agreement] satisfies all the requirements under the Loan Documents to be so designated. By executing and delivering Subsidiary shall thereupon become a “Designated Subsidiary” for purposes of this Secured Party Designation Notice, the DesignorAgreement and, as provided in the Credit Agreementsuch, hereby agrees to be bound by shall have all of the provisions rights and obligations of a Borrower hereunder. The Administrative Agent shall promptly notify each Lender of the Loan Documents which are applicable to it as a provider Company’s notice of a [Secured Cash Management Agreement] [Secured Hedge Agreement] such pending designation by the Company and hereby (a) confirms that it has received a copy the identity of the Loan Documents and respective Subsidiary. Following the giving of any notice pursuant to this Section 9.07(a), if the designation of such other documents and information as it has deemed appropriate to make its own decision to enter into this Secured Party Designation Notice, (b) appoints and authorizes Designated Subsidiary obligates the Administrative Agent or any Lender to take 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 action documentation and other evidence as agent on its behalf is reasonably requested by the Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry out and to exercise such powers be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under all applicable laws and discretion regulations. If the Company shall designate as a Designated Subsidiary hereunder any Subsidiary not organized under the Credit Agreement, laws of the other Loan Documents United States or any other instrument or document furnished pursuant thereto as are delegated 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 terms thereof, together with Lender in respect of such powers Designated Subsidiary. As soon as are incidental thereto (including, without limitation, practicable after receiving notice from the provisions of Section 10.01 of the Credit Agreement), 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 provider of a [Secured Cash Management Agreement] [Secured Hedge Agreement]. Without limiting the foregoing, the Designor agrees to indemnify Company or the Administrative Agent as contemplated by Section 11.04 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, either directly or through an Affiliate of such Lender selected pursuant to the immediately preceding paragraph (a “Protesting Lender”) shall so notify the Company and the Administrative Agent in writing. With respect to each Protesting Lender, the Company shall, effective on or before the date that such Designated Subsidiary shall have the right to borrow hereunder, either (A) notify the Administrative Agent and such Protesting Lender that the Commitments of such Protesting Lender shall be 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 Agreement. GOVERNING LAW. THIS SECURED PARTY DESIGNATION NOTICE AND ANY CLAIMSreimbursement obligations, CONTROVERSYaccrued interest thereon, DISPUTE OR CAUSE OF ACTION accrued fees and all other amounts payable to it hereunder, from the assignee (WHETHER IN CONTRACT OR TORT OR OTHERWISEto the extent of such outstanding principal and accrued interest and fees) BASED UPONor the Company or the relevant Designated Subsidiary (in the case of all other amounts), 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 YORKor (B) cancel its request to designate such Subsidiary as a “Designated Subsidiary” hereunder.

Designation. [ ] hereby designates The Company may at any time, and from time to time, upon not less than 15 Business Days’ notice in the [Secured Cash Management case of any Subsidiary so designated after the Effective Date, notify the Agent that the Company intends to designate a Subsidiary as a “Designated Subsidiary” for purposes of this Agreement] [Secured Hedge Agreement] described on Schedule 1 hereto to be a [“Secured Cash Management Agreement”] [“Secured Hedge Agreement”] and hereby represents and warrants . On or after the date that is 15 Business Days after such notice, upon delivery to the Administrative Agent that of a Designation Letter duly executed by the Company and the respective Subsidiary and substantially in the form of Exhibit D hereto, such [Secured Cash Management Agreement] [Secured Hedge Agreement] satisfies Subsidiary shall thereupon become a “Designated Subsidiary” for purposes of this Agreement and, as such, shall have all of the requirements 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 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 not organized under the Loan Documents laws of the United States or any State thereof, any Lender may, with notice to be so designatedthe 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. By executing 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 delivering this Secured Party Designation Noticein any event no later than five Business Days after the delivery of such notice, for a Designated Subsidiary that is organized under the Designorlaws 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 Credit Agreementimmediately preceding paragraph (a “Protesting Lender”) shall so notify the Company and the Agent in writing. With respect to each Protesting Lender, hereby agrees 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 bound by 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 of the provisions of the Loan Documents which are applicable 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 provider of a [Secured Cash Management Agreement] [Secured Hedge Agreement] 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 Secured Party 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 thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto (including, without limitation, the provisions of Section 10.01 of the Credit Agreement), 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 provider of a [Secured Cash Management Agreement] [Secured Hedge Agreement]. Without limiting the foregoing, the Designor agrees to indemnify the Administrative Agent as contemplated by Section 11.04 of the Credit Agreement. GOVERNING LAW. THIS SECURED PARTY DESIGNATION NOTICE AND ANY CLAIMS, CONTROVERSY, 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“Designated Subsidiary” hereunder.

Designation. [ ] hereby designates the [Secured Cash Management Agreement] [Secured Hedge Agreement] described on Schedule 1 hereto (i) Visa Inc. may, upon ten Business Days prior notice, at any time, and from time to be a [“Secured Cash Management Agreement”] [“Secured Hedge Agreement”] and hereby represents and warrants time, by delivery to the Administrative Agent that of a Designation Agreement duly executed by Visa Inc. and the respective Subsidiary and substantially in the form of Exhibit D hereto, designate such [Secured Cash Management Agreement] [Secured Hedge Agreement] satisfies all the requirements under the Loan Documents to be so designated. By executing Subsidiary as a “Designated Borrower” for purposes of this Agreement and delivering such Subsidiary shall thereupon become a “Designated Borrower” for purposes of this Secured Party Designation Notice, the DesignorAgreement and, as provided in the Credit Agreementsuch, hereby agrees to be bound by shall have all of the provisions 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 Loan Documents which are applicable to it as a provider initial borrowing by such Designated Borrower; and provided further that if such Subsidiary is organized under the laws of a [Secured Cash Management Agreement] [Secured Hedge Agreement] and hereby (a) confirms jurisdiction other than that it has received a copy of the Loan Documents United States or a political subdivision thereof (or, solely in the case of a designation of Visa Europe Limited, the United Kingdom), Visa Inc. shall give 15 Business Days prior notice to the 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 notice pursuant to this Section 2.25, if the designation of such other documents and information as it has deemed appropriate to make its own decision to enter into this Secured Party Designation Notice, (b) appoints and authorizes Designated Borrower obligates the Administrative Agent or any Lender to take comply with “know your customer” or other identification and customary due diligence procedures in circumstances where the necessary information is not already available to it, Visa Inc. shall, promptly upon the request of the Administrative Agent or any Lender, supply such action documentation and other evidence as agent on its behalf is reasonably requested by the Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry out and to exercise such powers be satisfied it has complied with the results of all necessary “know your customer” and discretion customary due diligence or other similar checks under all applicable laws and regulations. If Visa Inc. shall designate as a Designated Borrower hereunder any Subsidiary not organized under the Credit Agreement, laws of the other Loan Documents United States or any other instrument or document furnished pursuant thereto as are delegated 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 terms thereof, together with Lender in respect of such powers as are incidental thereto (including, without limitation, the provisions of Section 10.01 of the Credit Agreement), 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 provider of a [Secured Cash Management Agreement] [Secured Hedge Agreement]. Without limiting the foregoing, the Designor agrees to indemnify the Administrative Agent as contemplated by Section 11.04 of the Credit Agreement. GOVERNING LAW. THIS SECURED PARTY DESIGNATION NOTICE AND ANY CLAIMS, CONTROVERSY, 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 YORKDesignated Borrower.

Designation. [ ] hereby designates The Parent may at any time, and from time to time, upon not less than 15 Business Days’ notice in the [Secured Cash Management case of any Subsidiary so designated after the Effective Date, notify the Administrative Agent (who shall promptly notify the Lenders) that the Parent intends to designate a Subsidiary as a “Designated Subsidiary” for purposes of this Agreement] [Secured Hedge Agreement] described on Schedule 1 hereto to be a [“Secured Cash Management Agreement”] [“Secured Hedge Agreement”] and hereby represents and warrants . On or after the date that is 15 Business Days after such notice, upon delivery to the Administrative Agent that 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 [Secured Cash Management Agreement] [Secured Hedge Agreement] satisfies all the requirements under the Loan Documents to be so designated. By executing and delivering Subsidiary shall thereupon become a “Designated Subsidiary” for purposes of this Secured Party Designation Notice, the DesignorAgreement and, as provided in the Credit Agreementsuch, hereby agrees to be bound by shall have all of the provisions rights and obligations of a Borrower hereunder. The Administrative Agent shall promptly notify each Lender of the Loan Documents which are applicable to it as a provider Parent’s notice of a [Secured Cash Management Agreement] [Secured Hedge Agreement] such pending designation by the Parent and hereby (a) confirms that it has received a copy the identity of the Loan Documents and respective Subsidiary. Following the giving of any notice pursuant to this Section 16.3(a), if the designation of such other documents and information as it has deemed appropriate to make its own decision to enter into this Secured Party Designation Notice, (b) appoints and authorizes Designated Subsidiary obligates the Administrative Agent or any Lender to take 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 action documentation and other evidence as agent on its behalf is reasonably requested by the Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry out and to exercise such powers be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under all applicable laws and discretion regulations. If the Parent shall designate as a Designated Subsidiary hereunder any Subsidiary not organized under the Credit Agreementlaws of the United States, any State thereof or the other Loan Documents or United Kingdom and Wales, any other instrument or document furnished pursuant thereto as are delegated Lender may, with notice to the Administrative Agent and the Parent, fulfill its Commitment by causing an Affiliate of such Lender to act as the terms thereof, together with Lender in respect of such powers Designated Subsidiary. As soon as are incidental thereto (including, without limitation, practicable after receiving notice from the provisions of Section 10.01 of the Credit Agreement), 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 provider of a [Secured Cash Management Agreement] [Secured Hedge Agreement]. Without limiting the foregoing, the Designor agrees to indemnify Parent or the Administrative Agent as contemplated by Section 11.04 of the Credit AgreementParent’s intent to designate a Subsidiary as a Designated Borrower, and in any 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 Lender that may not legally lend to, establish credit for the account of and/or do any business whatsoever with such Designated Subsidiary, either directly or through an Affiliate of such Lender selected pursuant to the immediately preceding paragraph (a “Protesting Lender”) shall so notify the Parent and the Administrative Agent in writing. GOVERNING LAW. THIS SECURED PARTY DESIGNATION NOTICE AND ANY CLAIMS, CONTROVERSY, 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.With respect to each Protesting

Designation. [ ] hereby designates The Guarantor may at any time, and from time to time, upon not less than 10 Business Days’ notice in the [Secured Cash Management case of any Subsidiary so designated after the Restatement Date, notify the Agent that the Guarantor intends to designate a Subsidiary as a “Designated Subsidiary” for purposes of this Agreement] [Secured Hedge Agreement] described on Schedule 1 hereto to be a [“Secured Cash Management Agreement”] [“Secured Hedge Agreement”] and hereby represents and warrants . On or after the date that is 10 Business Days after such notice, upon delivery to the Administrative Agent that and each Lender of a Designation Agreement duly executed by the Guarantor and the respective Subsidiary and substantially in the form of Exhibit E hereto, such [Secured Cash Management Agreement] [Secured Hedge Agreement] satisfies all the requirements under the Loan Documents to be so designated. By executing and delivering Subsidiary shall thereupon become a “Designated Subsidiary” for purposes of this Secured Party Designation Notice, the DesignorAgreement and, as provided in the Credit Agreementsuch, hereby agrees to be bound by shall have all of the provisions rights and obligations of a Borrower hereunder. The Agent shall promptly notify each Lender of the Loan Documents which are 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 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 Subsidiary not organized under the laws of the United States of America, a State of the United States of America or the District of Columbia, any Lender may, with notice to the Agent and the Guarantor, fulfill its Revolving Credit 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 and in any event no later than five Business Days after the delivery of such notice, from the Guarantor or the 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 Lender that may not legally lend to, establish credit for the account of and/or do any business whatsoever with such Designated Subsidiary, either directly or through an Affiliate of such Lender selected pursuant to the immediately preceding paragraph, or whose internal policies prohibit lending to or establishing credit for entities organized under the laws of 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 (A) 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 provider of a [Secured Cash Management Agreement] [Secured Hedge Agreement] 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 Secured Party 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 thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto (including, without limitation, the provisions of Section 10.01 of the Credit Agreement), 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 provider of a [Secured Cash Management Agreement] [Secured Hedge Agreement]. Without limiting the foregoing, the Designor agrees to indemnify the Administrative Agent as contemplated by Section 11.04 of the Credit Agreement. GOVERNING LAW. THIS SECURED PARTY DESIGNATION NOTICE AND ANY CLAIMS, CONTROVERSY, 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“Designated Subsidiary” hereunder.

Designation. [ [_____________] hereby designates the [Secured Cash Management Agreement] [Secured Hedge Agreement] Swap Agreement described on Schedule 1 hereto to be a [“Secured Cash Management Agreement”] [“Secured Hedge Agreement”] Related Swap Agreement and hereby represents and warrants to the Administrative Agent that such [Secured Cash Management Agreement] [Secured Hedge Agreement] Swap Agreement satisfies all the requirements under the Loan Documents to be so designated. By executing and delivering this Secured Guaranteed Party Designation Notice, the Designor, 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 provider of a [Secured Cash Management Agreement] [Secured Hedge Agreement] Related Swap Agreement 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 Secured Guaranteed Party 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 thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto (including, without limitation, the provisions of Section 10.01 9.01 of the Credit Agreement), 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 provider of a [Secured Cash Management Swap Agreement] [Secured Hedge Agreement]. Without limiting the foregoing, the Designor agrees to indemnify the Administrative Agent as contemplated by Section 11.04 10.04(c) of the Credit Agreement. GOVERNING LAW. THIS SECURED PARTY DESIGNATION NOTICE AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS SECURED GUARANTEED PARTY DESIGNATION NOTICE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORKGEORGIA.

Designation. [ ] hereby designates The Company may at any time, and from time to time, upon not less than 15 Business Days’ notice, notify the [Secured Cash Management Agent that the Company intends to designate a Subsidiary as a "Designated Subsidiary" for purposes of this Agreement] [Secured Hedge Agreement] described on Schedule 1 hereto to be a [“Secured Cash Management Agreement”] [“Secured Hedge Agreement”] and hereby represents and warrants . On or after the date that is 15 Business Days after such notice, upon delivery to the Administrative Agent that 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 [Secured Cash Management Agreement] [Secured Hedge Agreement] satisfies Subsidiary shall thereupon become a "Designated Subsidiary" for purposes of this Agreement and, as such, shall have all of the requirements 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 not organized under the Loan Documents 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 an Affiliate of such Lender organized in the same jurisdiction 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 such Lender shall, to the extent of Advances made to such Designated Subsidiary, be so designateddeemed for all purposes hereof to have satisfied its Commitment hereunder in respect of such Designated Subsidiary. By executing 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 delivering this Secured Party Designation Noticein any event no later than five Business Days after the delivery of such notice, for a Designated Subsidiary that is organized under the Designorlaws 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 Credit Agreementimmediately preceding paragraph (a "Protesting Lender") shall so notify the Company and the Agent in writing. With respect to each Protesting Lender, hereby agrees 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 bound by 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 of the provisions of the Loan Documents which are applicable 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 provider of a [Secured Cash Management Agreement] [Secured Hedge Agreement] 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 Secured Party 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 thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto (including, without limitation, the provisions of Section 10.01 of the Credit Agreement), 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 provider of a [Secured Cash Management Agreement] [Secured Hedge Agreement]. Without limiting the foregoing, the Designor agrees to indemnify the Administrative Agent as contemplated by Section 11.04 of the Credit Agreement. GOVERNING LAW. THIS SECURED PARTY DESIGNATION NOTICE AND ANY CLAIMS, CONTROVERSY, 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"Designated Subsidiary" hereunder.

Designation. [ ] hereby designates The Company may at any time, and from time to time, upon not less than 10 Business Days’ notice, notify the [Secured Cash Management Agent that the Company intends to designate a Subsidiary as a “Designated Subsidiary” for purposes of this Agreement] [Secured Hedge Agreement] described on Schedule 1 hereto to be a [“Secured Cash Management Agreement”] [“Secured Hedge Agreement”] and hereby represents and warrants . On or after the date that is 10 Business Days after such notice, upon delivery to the Administrative Agent that and each Lender of a Designation Agreement duly executed by the Company and the respective Subsidiary and substantially in the form of Exhibit D hereto, such [Secured Cash Management Agreement] [Secured Hedge Agreement] satisfies Subsidiary shall thereupon become a “Designated Subsidiary” for purposes of this Agreement and, as such, shall have all of the requirements 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 necessary “know your customer” or other similar checks under all applicable laws and regulations. If the Company shall designate as a Borrower hereunder any Subsidiary not organized under the Loan Documents 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 an Affiliate of such Lender organized in the same jurisdiction 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 such Lender shall, to the extent of Advances made to and participations in Letters of Credit issued for the account of such Designated Subsidiary, be so designateddeemed for all purposes hereof to have pro tanto assigned such Advances and participations to such Affiliate in compliance with the provisions of Section 9.07. By executing 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 delivering this Secured Party Designation Noticein any event no later than five Business Days after the delivery of such notice, for a Designated Subsidiary that is organized under the Designorlaws 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 Credit Agreementimmediately preceding paragraph (a “Protesting Lender”) shall so notify the Company and the Agent in writing. With respect to each Protesting Lender, hereby agrees 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 bound by 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 of the provisions of the Loan Documents which are applicable 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 provider of a [Secured Cash Management Agreement] [Secured Hedge Agreement] 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 Secured Party 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 thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto (including, without limitation, the provisions of Section 10.01 of the Credit Agreement), 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 provider of a [Secured Cash Management Agreement] [Secured Hedge Agreement]. Without limiting the foregoing, the Designor agrees to indemnify the Administrative Agent as contemplated by Section 11.04 of the Credit Agreement. GOVERNING LAW. THIS SECURED PARTY DESIGNATION NOTICE AND ANY CLAIMS, CONTROVERSY, 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“Designated Subsidiary” hereunder.

Designation. [ ] hereby designates The Company may at any time, and from time to time, upon not less than five Business Days notice (or ten Business Days notice in the [Secured Cash Management case of any Subsidiary organized under laws of a jurisdiction outside of the United States), notify the Agent that the Company intends to designate a Subsidiary as a “Designated Subsidiary” for purposes of this Agreement] [Secured Hedge Agreement] described on Schedule 1 hereto to be a [“Secured Cash Management Agreement”] [“Secured Hedge Agreement”] and hereby represents and warrants . On or after the date that is five Business Days after such notice, upon delivery to the Administrative Agent that 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 [Secured Cash Management Subsidiary shall thereupon become a “Designated Subsidiary” for all purposes of this Agreement] [Secured Hedge Agreement] satisfies , and, upon fulfillment of the applicable conditions set forth in Section 3.02 and after such Designation Letter is accepted by the Agent, such Subsidiary shall thereupon become a Designated Subsidiary for all purposes of this Agreement and, as such, shall have all of the requirements 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 not organized under the Loan Documents laws of the United States or any State thereof, any Lender may, with notice to be so designatedthe 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. By executing 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 delivering this Secured Party Designation Noticein any event no later than five Business Days after the delivery of such notice, for a Designated Subsidiary that is organized under the Designorlaws 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 Credit Agreementimmediately preceding paragraph (a “Protesting Lender”) shall so notify the Company and the Agent in writing. With respect to each Protesting Lender, hereby agrees 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 bound by 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 of the provisions of the Loan Documents which are applicable 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 provider of a [Secured Cash Management Agreement] [Secured Hedge Agreement] 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 Secured Party 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 thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto (including, without limitation, the provisions of Section 10.01 of the Credit Agreement), 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 provider of a [Secured Cash Management Agreement] [Secured Hedge Agreement]. Without limiting the foregoing, the Designor agrees to indemnify the Administrative Agent as contemplated by Section 11.04 of the Credit Agreement. GOVERNING LAW. THIS SECURED PARTY DESIGNATION NOTICE AND ANY CLAIMS, CONTROVERSY, 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“Designated Subsidiary” hereunder.

Designation. [ ] hereby designates The Company may at any time, and from time to time, upon not less than 15 Business Days’ notice in the [Secured Cash Management case of any Subsidiary so designated after the Effective Date, notify the Agent that the Company intends to designate a Subsidiary as a “Designated Subsidiary” for purposes of this Agreement] [Secured Hedge Agreement] described on Schedule 1 hereto to be a [“Secured Cash Management Agreement”] [“Secured Hedge Agreement”] and hereby represents and warrants . On or after the date that is 15 Business Days after such notice, upon delivery to the Administrative Agent that of a Designation Letter duly executed by the Company and the respective Subsidiary and substantially in the form of Exhibit D hereto, such [Secured Cash Management Agreement] [Secured Hedge Agreement] satisfies Subsidiary shall thereupon become a “Designated Subsidiary” for purposes of this Agreement and, as such, shall have all of the requirements 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 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 not organized under the Loan Documents laws of the United States or any State thereof, any Lender may, with notice to be so designatedthe 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 respect of such Designated Subsidiary. By executing 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 delivering this Secured Party Designation Noticein any event no later than five Business Days after the delivery of such notice, for a Designated Subsidiary that is organized under the Designorlaws 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 Credit Agreementimmediately preceding paragraph (a “Protesting Lender”) shall so notify the Company and the Agent in writing. With respect to each Protesting Lender, hereby agrees 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 bound by 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 of the provisions of the Loan Documents which are applicable 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 provider of a [Secured Cash Management Agreement] [Secured Hedge Agreement] 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 Secured Party 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 thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto (including, without limitation, the provisions of Section 10.01 of the Credit Agreement), 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 provider of a [Secured Cash Management Agreement] [Secured Hedge Agreement]. Without limiting the foregoing, the Designor agrees to indemnify the Administrative Agent as contemplated by Section 11.04 of the Credit Agreement. GOVERNING LAW. THIS SECURED PARTY DESIGNATION NOTICE AND ANY CLAIMS, CONTROVERSY, 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“Designated Subsidiary” hereunder.

Designation. [ ] hereby designates The Loan Parties may at any time, and from time to time, upon not less than 15 Business Days’ notice, notify the [Secured Cash Management Agent that the Loan Parties intend to designate a Foreign Subsidiary as a “Designated Subsidiary” for purposes of this Agreement] [Secured Hedge Agreement] described on Schedule 1 hereto to be a [“Secured Cash Management Agreement”] [“Secured Hedge Agreement”] and hereby represents and warrants . On or after the date that is 15 Business Days after such notice, upon delivery to the Administrative Agent that and each Lender of a Designation Letter duly executed by the Guarantor and the respective Subsidiary and substantially in the form of Exhibit E hereto, such [Secured Cash Management Agreement] [Secured Hedge Agreement] satisfies Subsidiary shall thereupon become a “Designated Subsidiary” for purposes of this Agreement and, as such, shall have all of the requirements under rights and obligations of a Borrower hereunder. The Agent shall promptly notify each Lender of the Loan Documents 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 be so designated. By executing and delivering this Secured Party Designation NoticeSection 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 necessary information is not already available to it, the DesignorLoan 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 Loan Parties, fulfill its Commitment by causing an Affiliate of such Lender to act as the Lender in respect of such Designated Subsidiary (and such Lender shall, to the extent of Advances made to and participations in Letters of Credit issued for the account of such Designated Subsidiary, be deemed for all purposes hereof to have pro tanto assigned such Advances and participations to such Affiliate in compliance with the provisions of Section 9.07). 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 Credit Agreement, hereby agrees to be bound by all of the provisions of immediately preceding paragraph (a “Protesting Lender”) shall so notify the Loan Documents which are applicable 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 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 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 provider of a [Secured Cash Management Agreement] [Secured Hedge Agreement] 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 Secured Party 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 thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto (including, without limitation, the provisions of Section 10.01 of the Credit Agreement), 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 provider of a [Secured Cash Management Agreement] [Secured Hedge Agreement]. Without limiting the foregoing, the Designor agrees to indemnify the Administrative Agent as contemplated by Section 11.04 of the Credit Agreement. GOVERNING LAW. THIS SECURED PARTY DESIGNATION NOTICE AND ANY CLAIMS, CONTROVERSY, 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“Designated Subsidiary” hereunder.

Designation. [ ] hereby designates (x) itself as a [Cash Management Bank/Hedge Bank] under the Credit Agreement and (y) the [Secured Cash Management Agreement] [Secured Hedge 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 [Secured Cash Management Agreement] [Secured Hedge Agreement/Swap Contract] satisfies all the requirements under the Loan Documents to be so designateddesignated 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 Secured Party Designation Notice, the Designor[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 provider of a [Secured Cash Management AgreementBank/Hedge Bank] [or a Secured Hedge Agreement] 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 Secured Party 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 (including, without limitation, the provisions of Section 10.01 of the Credit Agreement)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 provider of a [Secured Cash Management Bank/Hedge Bank] or Secured Party (as defined in the Security Agreement). Notwithstanding anything to the contrary contained in Section 11.04 of the Credit Agreement, to the extent (w) there are any amounts owed to the [Cash Management Bank/Hedge Bank] [in respect of Secured Hedge Agreement]. Without limiting Agreements or Cash Management Agreements, (x) the foregoingLoan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of Section 11.04 of the Credit Agreement to be paid by 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 [Cash Management Bank/Hedge Bank] shares in the proceeds of such Collateral, the Designor [Cash Management Bank/Hedge Bank] agrees to indemnify the Administrative Agent as contemplated with respect to any action taken by it in respect of (i) the Collateral or (ii) any breach of the Loan Documents by any Loan Party, and agrees to undertake and fulfill a portion of the liability of the Lenders under Section 11.04 of the Credit Agreement. GOVERNING LAW. THIS SECURED PARTY DESIGNATION NOTICE AND ANY CLAIMSAgreement (without relieving the Lenders of their obligations) in an amount equal to, CONTROVERSYas of any date of determination, DISPUTE OR CAUSE OF ACTION the product of (WHETHER IN CONTRACT OR TORT OR OTHERWISEa) BASED UPONthe aggregate liability of the Lenders under Section 11.04 as of such date multiplied by (b) a fraction, 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 YORKthe numerator of which shall be the aggregate amount owed to the [Cash Management Bank/Hedge Bank] in respect of Secured Hedge Agreements or Cash Management Agreements and the denominator of which shall be the sum of the aggregate Outstanding Amount under the Credit Agreement and all amounts owed in respect of Secured Hedge Agreements or Cash Management Agreements.

Designation. [ ] hereby designates The Company may at any time, and from time to time, upon not less than 10 Business Days’ notice, notify the [Secured Cash Management Agent that the Company intends to designate a Subsidiary as a “Designated Subsidiary” for purposes of this Agreement] [Secured Hedge Agreement] described on Schedule 1 hereto to be a [“Secured Cash Management Agreement”] [“Secured Hedge Agreement”] and hereby represents and warrants . On or after the date that is 10 Business Days after such notice, upon delivery to the Administrative Agent that and each Lender of a Designation Agreement duly executed by the Company and the respective Subsidiary and substantially in the form of Exhibit D hereto, such [Secured Cash Management Agreement] [Secured Hedge Agreement] satisfies Subsidiary shall thereupon become a “Designated Subsidiary” for purposes of this Agreement and, as such, shall have all of the requirements 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 necessary “know your customer” or other similar checks under all applicable laws and regulations. If the Company shall designate as a Borrower hereunder any Subsidiary not organized under the Loan Documents laws of the United States or any State thereof, any Lender may, with notice to be so designatedthe Agent and the Company, fulfill its Commitment by causing an Affiliate of such Lender organized in the same jurisdiction 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. By executing 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 delivering this Secured Party Designation Noticein any event no later than five Business Days after the delivery of such notice, for a Designated Subsidiary that is organized under the Designorlaws 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 Credit Agreementimmediately preceding paragraph (a “Protesting Lender”) shall so notify the Company and the Agent in writing. With respect to each Protesting Lender, hereby agrees 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 bound by 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 of the provisions of the Loan Documents which are applicable 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 provider of a [Secured Cash Management Agreement] [Secured Hedge Agreement] 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 Secured Party 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 thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto (including, without limitation, the provisions of Section 10.01 of the Credit Agreement), 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 provider of a [Secured Cash Management Agreement] [Secured Hedge Agreement]. Without limiting the foregoing, the Designor agrees to indemnify the Administrative Agent as contemplated by Section 11.04 of the Credit Agreement. GOVERNING LAW. THIS SECURED PARTY DESIGNATION NOTICE AND ANY CLAIMS, CONTROVERSY, 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“Designated Subsidiary” hereunder.

Designation. [ ] hereby designates The Company may at any time, and from time to time, upon not less than 15 Business Days’ notice in the [Secured Cash Management case of any Subsidiary so designated after the Effective Date, notify the Agent that the Company intends to designate a Subsidiary as a “Designated Subsidiary” for purposes of this Agreement] [Secured Hedge Agreement] described on Schedule 1 hereto to be a [“Secured Cash Management Agreement”] [“Secured Hedge Agreement”] and hereby represents and warrants . On or after the date that is 15 Business Days after such notice, upon delivery to the Administrative Agent that and 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 [Secured Cash Management Subsidiary shall thereupon become a “Designated Subsidiary” for all purposes of this Agreement] [Secured Hedge Agreement] satisfies , and, upon fulfillment of the applicable conditions set forth in Section 3.02 and after such Designation Agreement is accepted by the Agent, such Subsidiary shall thereupon become a Designated Subsidiary for all purposes of this Agreement and, as such, shall have all of the requirements 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 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 not organized under the Loan Documents laws of the United States or any State thereof, any Lender may, with notice to be so designatedthe 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. By executing 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 delivering this Secured Party Designation Noticein any event no later than ten Business Days after the delivery of such notice, for a Designated Subsidiary that is organized under the Designorlaws 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 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 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 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 Agreementreimbursement obligations, hereby agrees to be bound by accrued interest thereon, accrued fees and all of the provisions of the Loan Documents which are applicable 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 provider of a [Secured Cash Management Agreement] [Secured Hedge Agreement] 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 Secured Party 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 thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto (including, without limitation, the provisions of Section 10.01 of the Credit Agreement), 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 provider of a [Secured Cash Management Agreement] [Secured Hedge Agreement]. Without limiting the foregoing, the Designor agrees to indemnify the Administrative Agent as contemplated by Section 11.04 of the Credit Agreement. GOVERNING LAW. THIS SECURED PARTY DESIGNATION NOTICE AND ANY CLAIMS, CONTROVERSY, 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“Designated Subsidiary” hereunder.

Designation. [ ] hereby designates The Company may at any time, and from time to time, upon not less than five Business Days notice (or ten Business Days notice in the [Secured Cash Management case of any Subsidiary organized under laws of a jurisdiction outside of the United States), notify the Agent that the Company intends to designate a Subsidiary as a “Designated Subsidiary” for purposes of this Agreement] [Secured Hedge Agreement] described on Schedule 1 hereto to be . On or after the date that is five Business Days after such notice (or ten Business Days notice in the case of any Subsidiary organized under laws of a [“Secured Cash Management Agreement”] [“Secured Hedge Agreement”] and hereby represents and warrants jurisdiction outside of the United States), upon delivery to the Administrative Agent that 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 [Secured Cash Management Subsidiary shall thereupon become a “Designated Subsidiary” for all purposes of this Agreement] [Secured Hedge Agreement] satisfies , and, upon fulfillment of the applicable conditions set forth in Section 3.02 and after such Designation Letter is accepted by the Agent, such Subsidiary shall thereupon become a Designated Subsidiary for all purposes of this Agreement and, as such, shall have all of the requirements 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 not organized under the Loan Documents laws of the United States or any State thereof, any Lender may, with notice to be so designatedthe 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. By executing 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 delivering this Secured Party Designation Noticein any event no later than five Business Days after the delivery of such notice, for a Designated Subsidiary that is not organized under the Designorlaws 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 Credit Agreementimmediately preceding paragraph (a “Protesting Lender”) shall so notify the Company and the Agent in writing. With respect to each Protesting Lender, hereby agrees 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 bound by 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 of the provisions of the Loan Documents which are applicable other amounts payable to it hereunder, from (if such Protesting Lender’s Commitments are assigned) 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 provider of a [Secured Cash Management Agreement] [Secured Hedge Agreement] 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 Secured Party 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 thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto (including, without limitation, the provisions of Section 10.01 of the Credit Agreement), 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 provider of a [Secured Cash Management Agreement] [Secured Hedge Agreement]. Without limiting the foregoing, the Designor agrees to indemnify the Administrative Agent as contemplated by Section 11.04 of the Credit Agreement. GOVERNING LAW. THIS SECURED PARTY DESIGNATION NOTICE AND ANY CLAIMS, CONTROVERSY, 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“Designated Subsidiary” hereunder.

Designation. [ ] hereby designates The Company may at any time, and from time to time, upon not less than 15 Business Days’ notice in the [Secured Cash Management case of any Subsidiary so designated after the Effective Date, notify the Agent that the Company intends to designate a Subsidiary as a “Designated Subsidiary” for purposes of this Agreement] [Secured Hedge Agreement] described on Schedule 1 hereto to be a [“Secured Cash Management Agreement”] [“Secured Hedge Agreement”] and hereby represents and warrants . On or after the date that is 15 Business Days after such notice, upon delivery to the Administrative Agent that of a Designation Letter duly executed by the Company and the respective Subsidiary and substantially in the form of Exhibit D hereto, such [Secured Cash Management Agreement] [Secured Hedge Agreement] satisfies Subsidiary shall thereupon become a “Designated Subsidiary” and a “Borrower” for purposes of this Agreement and, as such, shall (i) have all of the requirements 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 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 Loan Documents Beneficial Ownership Regulation. If the Company shall designate as a Designated Subsidiary hereunder any Subsidiary not organized under the laws of the United States or any State thereof, any Lender may, with notice to be so designatedthe 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 respect of such Designated Subsidiary. By executing 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 delivering this Secured Party Designation Noticein any event no later than five Business Days after the delivery of such notice, for a Designated Subsidiary that is organized under the Designorlaws of a jurisdiction other than the United States or any state or 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 Credit Agreementimmediately preceding paragraph (a “Protesting Lender”) shall so notify the Company and the Agent in writing. With respect to each Protesting Lender, hereby agrees the Company shall, effective on or 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 such Protesting Lender shall be bound by 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 of the provisions of the Loan Documents which are applicable 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 cancel its request to designate such Subsidiary as a provider of a [Secured Cash Management Agreement] [Secured Hedge Agreement] 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 Secured Party 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 thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto (including, without limitation, the provisions of Section 10.01 of the Credit Agreement), 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 provider of a [Secured Cash Management Agreement] [Secured Hedge Agreement]. Without limiting the foregoing, the Designor agrees to indemnify the Administrative Agent as contemplated by Section 11.04 of the Credit Agreement. GOVERNING LAW. THIS SECURED PARTY DESIGNATION NOTICE AND ANY CLAIMS, CONTROVERSY, 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“Designated Subsidiary” hereunder.

Designation. [ ] hereby designates The Company may at any time, and from time to time, upon not less than 15 Business Days’ notice, notify the [Secured Cash Management Agent that the Company intends to designate a Subsidiary as a “Designated Subsidiary” for purposes of this Agreement] [Secured Hedge Agreement] described on Schedule 1 hereto to be a [“Secured Cash Management Agreement”] [“Secured Hedge Agreement”] and hereby represents and warrants . 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 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 such [Secured Cash Management Agreement] [Secured Hedge Agreement] satisfies all the requirements qualifies as a “legal entity customer” under the Loan Documents 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 may, with notice to the Agent and the Company, fulfill its Commitment by causing an Affiliate of such Lender organized in the same jurisdiction 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 such Lender shall, to the extent of Advances made to such Designated Subsidiary, be so designateddeemed for all purposes hereof to have satisfied its Commitment hereunder in respect of such Designated Subsidiary. By executing 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 delivering this Secured Party Designation Noticein any event no later than five Business Days after the delivery of such notice, for a Designated Subsidiary that is organized under the Designorlaws of a jurisdiction outside of the United States, 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 Credit Agreementimmediately preceding paragraph (a “Protesting Lender”) shall so notify the Company and the Agent in writing. With respect to each Protesting Lender, hereby agrees 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 bound by 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 of the provisions of the Loan Documents which are applicable 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 the case of all other amounts), or (B) cancel its request to designate such Subsidiary as a provider of a [Secured Cash Management Agreement] [Secured Hedge Agreement] 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 Secured Party 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 thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto (including, without limitation, the provisions of Section 10.01 of the Credit Agreement), 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 provider of a [Secured Cash Management Agreement] [Secured Hedge Agreement]. Without limiting the foregoing, the Designor agrees to indemnify the Administrative Agent as contemplated by Section 11.04 of the Credit Agreement. GOVERNING LAW. THIS SECURED PARTY DESIGNATION NOTICE AND ANY CLAIMS, CONTROVERSY, 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“Designated Subsidiary” hereunder.

Designation. [ ] hereby designates PPG may at any time and from time to time, and, if after the [Secured Cash Management Agreement] [Secured Hedge Agreement] described on Schedule 1 hereto to be a [“Secured Cash Management Agreement”] [“Secured Hedge Agreement”] and hereby represents and warrants Effective Date, upon not less than 15 Business Days’ prior notice, by delivery to the Administrative Agent that and each Lender of a Designation Letter, duly executed by PPG and a Wholly-owned Restricted Subsidiary and in substantially the form of Exhibit D hereto, designate such [Secured Cash Management Subsidiary as a “Designated Subsidiary” for all purposes of this Agreement] [Secured Hedge Agreement] satisfies , and, upon fulfillment of the 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 requirements rights and obligations of a Borrower 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 notice pursuant to this Section 9.14(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, PPG 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 PPG shall designate as a Designated Subsidiary hereunder any Subsidiary not organized under the Loan Documents laws of the United States or any State thereof, any Lender may, at its option, with notice to the 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 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, or will be so designated. By executing and delivering this Secured Party Designation Noticesubject to increased costs, including taxes, if required to, lend to, establish credit for the Designor, account of and/or do any business whatsoever with such Designated Subsidiary directly or through an Affiliate of such Lender as provided in the Credit Agreementimmediately preceding paragraph or has internal policies that preclude any such lending, hereby agrees establishing credit and/or doing business with respect to be bound by all such Designated Subsidiary because of the provisions its jurisdiction of the Loan Documents which are applicable to it as organization (a provider of a [Secured Cash Management Agreement] [Secured Hedge Agreement] “Protesting Lender”) shall so notify PPG 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 Secured Party Designation Notice, (b) appoints and authorizes the Administrative Agent in writing. With respect to take each Protesting Lender, PPG shall, effective on or before the date that such action as agent on its behalf and Designated Subsidiary shall have the right to exercise such powers and discretion under the Credit Agreementborrow hereunder, the other Loan Documents or any other instrument or document furnished pursuant thereto as are delegated to either (i) notify the Administrative Agent by and such Protesting Lender that the terms thereofCommitments 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, together with accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such powers as are incidental thereto outstanding principal and accrued interest and fees) or PPG or the relevant Designated Subsidiary (including, without limitation, in the provisions case of Section 10.01 of the Credit Agreementall other amounts), and or (cii) agrees that it will be bound by the provisions of the Loan Documents and will perform in accordance with cancel its terms all the obligations which by the terms of the Loan Documents are required request to be performed by it designate such Subsidiary as a provider of a [Secured Cash Management Agreement] [Secured Hedge Agreement]. Without limiting the foregoing, the Designor agrees to indemnify the Administrative Agent as contemplated by Section 11.04 of the Credit Agreement. GOVERNING LAW. THIS SECURED PARTY DESIGNATION NOTICE AND ANY CLAIMS, CONTROVERSY, 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“Designated Subsidiary” hereunder.

Designation. [ [_____________] hereby designates the [Secured Cash Treasury Management Agreement] [Secured Hedge Agreement/Swap Contract] described on Schedule 1 hereto to be a “[“Secured Cash Treasury Management Agreement”] [“/Secured Hedge Swap Agreement”] ]” and hereby represents and warrants to the Administrative Agent that such [Secured Cash Treasury Management Agreement] [Secured Hedge Agreement/Swap Contract] satisfies all the requirements under the Loan Documents to be so designated. By executing and delivering this Secured Party Designation Notice, the Designor, 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 provider of a [Secured Cash Treasury Management Agreement] [/Secured Hedge Swap Agreement] 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 Secured Party 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 thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto (including, without limitation, the provisions of Section 10.01 of the Credit Agreement), 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 provider of a [Secured Cash Treasury Management Agreement] [Secured Hedge Agreement/Swap Contract]. Without limiting the foregoing, the Designor agrees to indemnify the Administrative Agent as contemplated by Section 11.04 11.04(b) of the Credit Agreement. GOVERNING LAW. THIS SECURED PARTY DESIGNATION NOTICE AND ANY CLAIMS, CONTROVERSY, 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 AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

Designation. [ ] The Designated Bank Product Provider hereby designates the [Secured Cash Management Agreement] [Secured Hedge Agreement] Bank Product Obligations described on Schedule 1 hereto as entitled to be a [“secured by the Collateral, setting forth therein its good faith determination of the estimated maximum amount thereof to be created or incurred (which such Bank Product Provider may increase or decrease in respect of such Bank Product by subsequent Secured Cash Management Agreement”] [“Secured Hedge Agreement”] Party Designation Notice), and hereby represents and warrants to the Administrative Agent that such [Secured Cash Management Agreement] [Secured Hedge Agreement] satisfies Bank Product Obligations satisfy all the requirements under the Loan Documents Credit Agreement to be so designated. By executing and delivering this Secured Party Designation Notice, the Designor, as provided in the Credit Agreement, Designated Bank Product Provider hereby agrees to be bound by all of the provisions of the Credit Agreement and the other Loan Documents which are applicable to it as a provider Bank Product Provider, including, without limitation, Section 13.13 of a [Secured Cash Management the Credit Agreement] [Secured Hedge Agreement] , and hereby (a) confirms that it has received a copy copies of the Credit Agreement and the other Loan Documents and such other documents and information as it has deemed appropriate to make its own decision to enter into issue this Secured Party 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 thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto (including, without limitation, the provisions of Section 10.01 of the Credit Agreement)thereto, and (c) agrees that it will be 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 provider of a [Secured Cash Management Agreement] [Secured Hedge Agreement]Bank Product Provider. Without limiting the foregoing, the Designor agrees to indemnify the Administrative Agent WITNESS our hand as contemplated by Section 11.04 of the Credit Agreementdate first above written. GOVERNING LAW. THIS SECURED PARTY DESIGNATION NOTICE AND ANY CLAIMS[BANK PRODUCT PROVIDER] By:_____________________ Name:__________________ Title:___________________ SCHEDULE I [Describe the Bank Product Obligations, CONTROVERSYand include a specification of the estimated maximum amount thereof to be created or incurred] 3 Independence Coal Company, DISPUTE OR CAUSE OF ACTION LLC Jacks Branch Coal Company Kanawha Energy Company, LLC Xxxxxx Processing Company, LLC Xxxx Creek Coal Corporation Laxare, Inc. Litwar Processing Company, LLC Xxxxx I, LLC Xxxxx III, LLC Xxxx Xxxxxx Coal Company, Inc. Martin County Coal, LLC Maxxim Rebuild Co., LLC Maxxim Shared Services, LLC Mountain Empire Land & Conservation, LLC Xxxxxxxxxx Contracting, Inc. Old ANR, LLC Omar Mining Company, LLC Performance Coal Company, LLC Pioneer Fuel Corporation Power Mountain Contura, LLC Premium Energy, LLC Xxxx Sales & Processing Co., LLC Riverside Energy Company, LLC Road Fork Development Company, LLC Rostraver Energy Company Rum Creek Coal Sales, Inc. Xxxxxx Coal Company, LLC Trace Creek Coal Company Wabash Mine Holding Company 16 Material Prep Plants (WHETHER IN CONTRACT OR TORT OR OTHERWISEOwned Properties) 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.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. [ ] hereby designates The Parent may at any time, and from time to time, upon not less than 15 Business Days’ notice in the [Secured Cash Management case of any Subsidiary so designated after the Effective Date, notify the Administrative Agent (who shall promptly notify the Lenders) that the Parent intends to designate a Subsidiary as a “Designated Subsidiary” for purposes of this Agreement] [Secured Hedge Agreement] described on Schedule 1 hereto to be a [“Secured Cash Management Agreement”] [“Secured Hedge Agreement”] and hereby represents and warrants . On or after the date that is 15 Business Days after such notice, upon delivery to the Administrative Agent that 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 [Secured Cash Management Agreement] [Secured Hedge Agreement] satisfies all the requirements under the Loan Documents to be so designated. By executing and delivering Subsidiary shall thereupon become a “Designated Subsidiary” for purposes of this Secured Party Designation Notice, the DesignorAgreement and, as provided in the Credit Agreementsuch, hereby agrees to be bound by shall have all of the provisions rights and obligations of a Borrower hereunder. The Administrative Agent shall promptly notify each Lender of the Loan Documents which are applicable to it as a provider Parent’s notice of a [Secured Cash Management Agreement] [Secured Hedge Agreement] such pending designation by the Parent and hereby (a) confirms that it has received a copy the identity of the Loan Documents and respective Subsidiary. Following the giving of any notice pursuant to this Section 16.3(a), if the designation of such other documents and information as it has deemed appropriate to make its own decision to enter into this Secured Party Designation Notice, (b) appoints and authorizes Designated Subsidiary obligates the Administrative Agent or any Lender to take 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 action documentation and other evidence as agent on its behalf is reasonably requested by the Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry out and to exercise such powers be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under all applicable laws and discretion regulations. If the Parent shall designate as a Designated Subsidiary hereunder any Subsidiary not organized under the Credit Agreementlaws of the United States, any State thereof or the other Loan Documents or United Kingdom and Wales, any other instrument or document furnished pursuant thereto as are delegated Lender may, with notice to the Administrative Agent and the Parent, fulfill its Commitment by causing an Affiliate of such Lender to act as the terms thereof, together with Lender in respect of such powers Designated Subsidiary. As soon as are incidental thereto (including, without limitation, practicable after receiving notice from the provisions of Section 10.01 of the Credit Agreement), 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 provider of a [Secured Cash Management Agreement] [Secured Hedge Agreement]. Without limiting the foregoing, the Designor agrees to indemnify Parent or the Administrative Agent as contemplated by Section 11.04 of the Credit AgreementParent’s intent to designate a Subsidiary as a Designated Subsidiary, and in any 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 Lender that may not legally lend to, establish credit for the account of and/or do any business whatsoever with such Designated Subsidiary, either directly or through an Affiliate of such Lender selected pursuant to the immediately preceding paragraph (a “Protesting Lender”) shall so notify the Parent and the Administrative Agent in writing. GOVERNING LAW. THIS SECURED PARTY DESIGNATION NOTICE AND ANY CLAIMSWith respect to each Protesting Lender, CONTROVERSYthe Parent shall, DISPUTE OR CAUSE OF ACTION effective on or before the date that such Designated Subsidiary shall have the right to borrow hereunder, either (WHETHER IN CONTRACT OR TORT OR OTHERWISEA) BASED UPONnotify 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, ARISING OUT OF OR RELATING TO THIS SECURED PARTY DESIGNATION NOTICE SHALL BE GOVERNED BYaccrued interest thereon, AND CONSTRUED IN ACCORDANCE WITHaccrued fees and all other amounts payable to it hereunder, THE LAW OF THE STATE OF NEW YORKfrom the assignee (to the extent of such outstanding principal and accrued interest and fees) 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 “Designated Subsidiary” hereunder.

Designation. [ ] hereby designates The Company may at any time, and from time to time notify the [Secured Cash Management 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] [Secured Hedge Agreement] described on Schedule 1 hereto to be . On or after the date that is (x) 15 Business Days after such notice in the case of any Subsidiary other than a [“Secured Cash Management Agreement”] [“Secured Hedge Agreement”] Pre-Closing Approved Designated Subsidiary and hereby represents and warrants (y) one Business Day after such notice in the case of a Pre-Closing Approved Designated Subsidiary, upon delivery to the Administrative Agent that and each Appropriate Lender of a Designation Agreement duly executed by the Company and the respective Subsidiary and substantially in the form of Exhibit H hereto, such [Secured Cash Management Agreement] [Secured Hedge Agreement] satisfies all the requirements under the Loan Documents to be so designated. By executing and delivering Subsidiary shall thereupon become a “Designated Subsidiary” for purposes of this Secured Party Designation Notice, the DesignorAgreement and, as provided in the Credit Agreementsuch, hereby agrees to be bound by shall have all of the provisions rights and obligations of a Borrower hereunder. The Administrative Agent shall promptly notify each Appropriate Lender of the Loan Documents which are applicable to it as a provider Company’s notice of a [Secured Cash Management Agreement] [Secured Hedge Agreement] such pending designation by the Company and hereby (a) confirms that it has received a copy the identity of the Loan Documents and respective Subsidiary. Following the giving of any notice pursuant to this Section 11.09(a), if the designation of such other documents and information as it has deemed appropriate to make its own decision to enter into this Secured Party Designation Notice, (b) appoints and authorizes Designated Subsidiary obligates the Administrative Agent or any Appropriate Lender to take 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 Appropriate Lender, supply such action documentation and other evidence as agent on its behalf is reasonably requested by the Administrative Agent or such Appropriate Lender in order for the Administrative Agent or such Lender to carry out and to exercise such powers be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under all applicable laws and discretion regulations. If the Company shall designate as a Designated Subsidiary hereunder any Subsidiary not organized under the Credit Agreement, laws of the other Loan Documents United States or any other instrument or document furnished pursuant thereto as are delegated political subdivision thereof, any Lender may, with notice to the Administrative Agent and the Company, fulfill its Commitment by causing a branch or an Affiliate of such Lender to act as the terms thereof, together with Lender in respect of such powers as are incidental thereto (including, without limitation, the provisions of Section 10.01 of the Credit Agreement), and (c) agrees that it will be bound by the provisions of the Loan Documents and will perform Designated Subsidiary. Other than 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 provider respect of a [Secured Cash Management Agreement] [Secured Hedge Agreement]. Without limiting Pre-Closing Approved Designated Subsidiary, as soon as practicable after receiving notice from the foregoing, the Designor agrees to indemnify Company or the Administrative Agent as contemplated by Section 11.04 of the Credit AgreementCompany’s intent to designate a Subsidiary as a Designated Subsidiary, and in any event no later than ten Business Days after the delivery of such notice, each Appropriate Lender that may not legally lend to, establish credit for the account of or do any business whatsoever with such 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 the immediately preceding paragraph (a “Protesting Lender”), shall so notify the Company and the Administrative Agent in writing. GOVERNING LAW. THIS SECURED PARTY DESIGNATION NOTICE AND ANY CLAIMSWith respect to each Protesting Lender, CONTROVERSYthe Company shall, DISPUTE OR CAUSE OF ACTION effective on or before the date that such Designated Subsidiary shall have the right to make a Borrowing hereunder, either (WHETHER IN CONTRACT OR TORT OR OTHERWISEA) BASED UPONcancel 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 with commitment amounts and commitment allocations with respect to such new Sub-Facility as the Company, 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 YORKsuch Subsidiary and such Lenders may agree.

Designation. [ ] hereby designates the [Secured Cash Management Agreement] [Secured Hedge Agreement] described on Schedule 1 hereto (i) Visa Inc. may, upon ten Business Days prior notice, at any time, and from time to be a [“Secured Cash Management Agreement”] [“Secured Hedge Agreement”] and hereby represents and warrants time, by delivery to the Administrative Agent that of a Designation Agreement duly executed by Visa Inc. and the respective Subsidiary and substantially in the form of Exhibit B hereto, designate such [Secured Cash Management Agreement] [Secured Hedge Agreement] satisfies all the requirements under the Loan Documents to be so designated. By executing Subsidiary as a “Designated Borrower” for purposes of this Agreement and delivering such Subsidiary shall thereupon become a “Designated Borrower” for purposes of this Secured Party Designation Notice, the DesignorAgreement and, as provided in the Credit Agreementsuch, hereby agrees to be bound by shall have all of the provisions 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 Loan Documents which are applicable to it as a provider initial borrowing by such Designated Borrower; and provided further that if such Subsidiary is organized under the laws of a [Secured Cash Management Agreement] [Secured Hedge Agreement] and hereby (a) confirms jurisdiction other than that it has received a copy of the Loan Documents United States or a political subdivision thereof (or, solely in the case of a designation of Visa Europe Limited, the United Kingdom), Visa Inc. shall give 15 Business Days prior notice to the 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 notice pursuant to this Section 2.24, if the designation of such other documents and information as it has deemed appropriate to make its own decision to enter into this Secured Party Designation Notice, (b) appoints and authorizes Designated Borrower obligates 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 Lender to comply with “know your customer” or other instrument or document furnished pursuant thereto as are delegated identification and customary due diligence procedures in circumstances where the necessary information is not already available to it, Visa Inc. shall, promptly upon the request of the Administrative Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the terms thereof, together Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry out and be satisfied it has complied with such powers as are incidental thereto the results of all necessary “know your customer” and customary due diligence or other similar checks under all applicable laws and regulations (including, without limitation, Beneficial Ownership Certifications in relation to such Designated Borrower to the provisions extent such Designated Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation). For the avoidance of Section 10.01 doubt, Visa International, Visa U.S.A. and VEL are Designated Borrowers as of the Closing Date and the conditions in Section 4.2 are deemed to have been satisfied. Visa: Amended and Restated Five Year Revolving Credit Agreement), and (c) agrees that it will be bound by Agreement If Visa Inc. shall designate as a Designated Borrower hereunder any Subsidiary not organized under the provisions laws of the Loan Documents and will perform in accordance United States or any State thereof, any Lender may, with its terms all the obligations which by the terms of the Loan Documents are required notice to be performed by it as a provider of a [Secured Cash Management Agreement] [Secured Hedge Agreement]. Without limiting the foregoing, the Designor agrees to indemnify the Administrative Agent and Visa Inc., fulfill its Commitment by causing an Affiliate or branch of such Lender to act as contemplated by Section 11.04 the Lender in respect of the Credit Agreement. GOVERNING LAW. THIS SECURED PARTY DESIGNATION NOTICE AND ANY CLAIMS, CONTROVERSY, 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 YORKsuch Designated Borrower.

Designation. [ ] hereby designates the [Secured Cash Management Agreement] [Secured Hedge Agreement] described on Schedule 1 hereto (i) Visa Inc. may, upon ten Business Days prior notice, at any time, and from time to be a [“Secured Cash Management Agreement”] [“Secured Hedge Agreement”] and hereby represents and warrants time, by delivery to the Administrative Agent that of a Designation Agreement duly executed by Visa Inc. and the respective Subsidiary and substantially in the form of Exhibit B hereto, designate such [Secured Cash Management Agreement] [Secured Hedge Agreement] satisfies all the requirements under the Loan Documents to be so designated. By executing Subsidiary as a “Designated Borrower” for purposes of this Agreement and delivering such Subsidiary shall thereupon become a “Designated Borrower” for purposes of this Secured Party Designation Notice, the DesignorAgreement and, as provided in the Credit Agreementsuch, hereby agrees to be bound by shall have all of the provisions 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 Loan Documents which are applicable to it as a provider initial borrowing by such Designated Borrower; and provided further that if such Subsidiary is organized under the laws of a [Secured Cash Management Agreement] [Secured Hedge Agreement] and hereby (a) confirms jurisdiction other than that it has received a copy of the Loan Documents United States or a political subdivision thereof (or, solely in the case of a designation of Visa Europe Limited, the United Kingdom), Visa Inc. shall give 15 Business Days prior notice to the 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 notice pursuant to this Section 2.24, if the designation of such other documents and information as it has deemed appropriate to make its own decision to enter into this Secured Party Designation Notice, (b) appoints and authorizes Designated Borrower obligates 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 Lender to comply with “know your customer” or other instrument or document furnished pursuant thereto as are delegated identification and customary due diligence procedures in circumstances where the necessary information is not already available to it, Visa Inc. shall, promptly upon the request of the Administrative Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the terms thereof, together Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry out and be satisfied it has complied with such powers as are incidental thereto the results of all necessary “know your customer” and customary due diligence or other similar checks under all applicable laws and regulations (including, without limitation, Beneficial Ownership Certifications in relation to such Designated Borrower to the provisions extent such Designated Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation). For the avoidance of Section 10.01 doubt, Visa International, Visa U.S.A. and VEL are Designated Borrowers as of the Credit Agreement), Closing Date and (c) agrees that it will be bound by the provisions conditions in Section 4.2 are deemed to have been satisfied. If Visa Inc. shall designate as a Designated Borrower hereunder any Subsidiary not organized under the laws of the Loan Documents and will perform in accordance United States or any State thereof, any Lender may, with its terms all the obligations which by the terms of the Loan Documents are required notice to be performed by it as a provider of a [Secured Cash Management Agreement] [Secured Hedge Agreement]. Without limiting the foregoing, the Designor agrees to indemnify the Administrative Agent and Visa Inc., fulfill its Commitment by causing an Affiliate or branch of such Lender to act as contemplated by Section 11.04 the Lender in respect of the Credit Agreement. GOVERNING LAW. THIS SECURED PARTY DESIGNATION NOTICE AND ANY CLAIMS, CONTROVERSY, 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 YORKsuch Designated Borrower.

Designation. [ ] hereby designates (i) The parties acknowledge that, following their entry into this Agreement, it is the [Secured Cash Management Agreement] [Secured Hedge Agreement] described on Schedule 1 hereto present intention of Elements to be a [“Secured Cash Management Agreement”] [“Secured Hedge Agreement”] and hereby represents and warrants make application to the Administrative Agent that such [Secured Cash Management Agreement] [Secured Hedge Agreement] satisfies all City or other appropriate governmental entity for the requirements creation of a community development district under Chapter 190, Florida Statutes, or other special purpose governmental entity (the Loan Documents to be so designated“Special District”). By executing and delivering this Secured Party Designation NoticeAs constituted, the DesignorSpecial District will have the power to issue bonds or other appropriate debt instruments for the purpose of financing the cost of the Work, including the design thereof, the acquisition of the Work Permits therefor, the procurement of the P&P Bonds therefor, the engagement of a contractor for the construction thereof and the construction thereof (collectively the “Improvements Tasks”), and thereafter to commence and complete the Improvements Tasks. Elements reserves the right to designate the Special District as the entity responsible for the commencement and completion of the Improvements Tasks, in which event the Special District shall be Elements’ designee as contemplated in Section 12(c) above. Should Elements elect to so designate the Special District, it shall provide written notice thereof to the School Board as provided in Section 20 below. Upon the Credit Agreementexecution and delivery by the Special District to the School Board in the manner provided in said Section 20 of a written instrument in the form provided in Section 16(b)(ii) below certifying its acceptance of Elements’ designation hereunder, hereby agrees and of all obligations on the part of Element to perform the Improvements Tasks as specified in this Agreement and all liabilities associated with or arising out of the performance of the Improvements Tasks, the Special District shall be bound by deemed to have succeeded to all of Elements’ rights, remedies, obligations and liabilities arising under this Agreement with respect to the performance of the Improvements Tasks, including Element’s indemnification obligations with respect thereto, and Element’s indemnification obligations under the School Board Construction Easement, whereupon Elements shall be deemed forever released and discharged from its obligations under this Agreement to perform the Improvements Tasks, from all liabilities arising from the Special District’s performance of the Improvements Tasks, and from the several indemnifications covenanted by Elements in favor of the School Board as they relate to the performance of the Improvements Tasks, and Element’s indemnification obligations under the School Board Construction Easement, with the exception of those liabilities and indemnification obligations triggered by events occurring prior to the designation; provided, all indemnifications undertaken by the Special District shall be subject to the provisions and limitations of Section 768.28, Florida Statutes, which provisions are not hereby expanded, altered or waived. Further, nothing herein will be deemed to obligate the Loan Documents which are applicable Special District 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 Loan Documents and such other documents and information as it has deemed appropriate to make its own decision to enter into this Secured Party 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 indemnify or in any other instrument way be liable to pay to any person or document furnished pursuant thereto as are delegated to entity any amount which exceeds the Administrative Agent by amount(s) for which the terms thereof, together with such powers as are incidental thereto (including, without limitation, Special District could be liable under the provisions of Section 10.01 768.28, Florida Statutes, and nothing herein will be read as a waiver of the Credit Agreement)Special District’s sovereign immunity beyond that provided in Section 768.28, Florida Statutes, nor will anything herein be read as increasing the liability of the Special District to any person or entity beyond those limits of liability for which the Special District could be held liable under Section 768.28, Florida Statutes. Upon the designation of the Special District, the several obligations of the School Board arising under this Agreement with respect to the performance of the Improvements Tasks shall be deemed to have enured to the benefit of the Special District, and (c) agrees that it will be bound the several indemnifications covenanted by the provisions School Board in favor of Elements under this Agreement with respect to the performance of the Loan Documents and will perform in accordance with its terms all Improvements Tasks shall be deemed extended to the obligations which by the terms of the Loan Documents are required to be performed by it as a provider of a [Secured Cash Management Agreement] [Secured Hedge Agreement]Special District. Without limiting the foregoingAs Elements’ designee, the Designor agrees to indemnify the Administrative Agent as contemplated by Section 11.04 of the Credit Agreement. GOVERNING LAW. THIS SECURED PARTY DESIGNATION NOTICE AND ANY CLAIMS, CONTROVERSY, 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 YORKSpecial District shall neither be Elements’ agent nor its contractor.

Designation. [ ] hereby designates PPG may at any time and from time to time, and, if after the [Secured Cash Management Agreement] [Secured Hedge Agreement] described on Schedule 1 hereto to be a [“Secured Cash Management Agreement”] [“Secured Hedge Agreement”] and hereby represents and warrants Effective Date, upon not less than 15 Business Days’ prior notice, by delivery to the Administrative Agent that and each Lender of a Designation Letter, duly executed by PPG and a Wholly-owned Restricted Subsidiary and in substantially the form of Exhibit D hereto, designate such [Secured Cash Management Subsidiary as a “Designated Subsidiary” for all purposes of this Agreement] [Secured Hedge Agreement] satisfies , and, upon fulfillment of the 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 requirements rights and obligations of a Borrower 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 notice pursuant to this Section 9.14(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, PPG 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 PPG shall designate as a Designated Subsidiary hereunder any Subsidiary not organized under the Loan Documents laws of the United States or any State thereof, any Lender may, with notice to the Administrative Agent and PPG, fulfill its Commitment by causing an Affiliate of such Lender to act as the Lender in respect of such Designated Subsidiary (and such Lender shall, to the extent of Advances made to and participations in Letters of Credit issued for the account of such Designated Subsidiary, be so designateddeemed for all purposes hereof to have pro tanto assigned such Advances and participations to such Affiliate in compliance with the provisions of Section 9.07). By executing 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 delivering in any event at least 10 Business Days prior to the delivery of an executed Designation Letter to the Administrative Agent pursuant to this Secured Party Designation NoticeSection 9.14(a), for a Designated Subsidiary (other than a Pre-Approved Designated Subsidiary) that is organized under the Designorlaws 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 Credit Agreement, hereby agrees to be bound by all of the provisions of the Loan Documents which are applicable to it as immediately preceding paragraph (a provider of a [Secured Cash Management Agreement] [Secured Hedge Agreement] “Protesting Lender”) shall so notify PPG 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 Secured Party Designation Notice, (b) appoints and authorizes the Administrative Agent in writing. With respect to take each Protesting Lender, PPG shall, effective on or before the date that such action as agent on its behalf and Designated Subsidiary shall have the right to exercise such powers and discretion under the Credit Agreementborrow hereunder, the other Loan Documents or any other instrument or document furnished pursuant thereto as are delegated to either (i) notify the Administrative Agent by and such Protesting Lender that the terms thereofCommitments 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, together with accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such powers as are incidental thereto outstanding principal and accrued interest and fees) or PPG or the relevant Designated Subsidiary (including, without limitation, in the provisions case of Section 10.01 of the Credit Agreementall other amounts), and or (cii) agrees that it will be bound by the provisions of the Loan Documents and will perform in accordance with cancel its terms all the obligations which by the terms of the Loan Documents are required request to be performed by it designate such Subsidiary as a provider of a [Secured Cash Management Agreement] [Secured Hedge Agreement]. Without limiting the foregoing, the Designor agrees to indemnify the Administrative Agent as contemplated by Section 11.04 of the Credit Agreement. GOVERNING LAW. THIS SECURED PARTY DESIGNATION NOTICE AND ANY CLAIMS, CONTROVERSY, 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“Designated Subsidiary” hereunder.

Designation. [ ] hereby designates PPG may at any time and from time to time, and, if after the [Secured Cash Management Agreement] [Secured Hedge Agreement] described on Schedule 1 hereto to be a [“Secured Cash Management Agreement”] [“Secured Hedge Agreement”] and hereby represents and warrants Effective Date, upon not less than 15 Business Days’ prior notice, by delivery to the Administrative Agent that and each Lender of a Designation Letter, duly executed by PPG and a Wholly-owned Restricted Subsidiary and in substantially the form of Exhibit D hereto, designate such [Secured Cash Management Subsidiary as a “Designated Subsidiary” for all purposes of this Agreement] [Secured Hedge Agreement] satisfies , and, upon fulfillment of the applicable conditions set forth in Article III and after such Designation Letter is accepted by the Administrative Agent, Credit Agreement such Subsidiary shall thereupon become a Designated Subsidiary for all purposes of this Agreement and, as such, shall have all of the requirements rights and obligations of a Borrower 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 notice pursuant to this Section 9.14(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, PPG 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 PPG shall designate as a Designated Subsidiary hereunder any Subsidiary not organized under the Loan Documents laws of the United States or any State thereof, any Lender may, at its option, with notice to the 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 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, or will be so designated. By executing and delivering this Secured Party Designation Noticesubject to increased costs, including taxes, if required to, lend to, establish credit for the Designor, account of and/or do any business whatsoever with such Designated Subsidiary directly or through an Affiliate of such Lender 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 immediately preceding paragraph (a provider of a [Secured Cash Management Agreement] [Secured Hedge Agreement] “Protesting Lender”) shall so notify PPG 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 Secured Party Designation Notice, (b) appoints and authorizes the Administrative Agent in writing. With respect to take each Protesting Lender, PPG shall, effective on or before the date that such action as agent on its behalf and Designated Subsidiary shall have the right to exercise such powers and discretion under the Credit Agreementborrow hereunder, the other Loan Documents or any other instrument or document furnished pursuant thereto as are delegated to either (i) notify the Administrative Agent by and such Protesting Lender that the terms thereofCommitments 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, together with accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such powers as are incidental thereto outstanding principal and accrued interest and fees) or PPG or the relevant Designated Subsidiary (including, without limitation, in the provisions case of Section 10.01 of the Credit Agreementall other amounts), and or (cii) agrees that it will be bound by the provisions of the Loan Documents and will perform in accordance with cancel its terms all the obligations which by the terms of the Loan Documents are required request to be performed by it designate such Subsidiary as a provider of a [Secured Cash Management Agreement] [Secured Hedge Agreement]. Without limiting the foregoing, the Designor agrees to indemnify the Administrative Agent as contemplated by Section 11.04 of the Credit Agreement. GOVERNING LAW. THIS SECURED PARTY DESIGNATION NOTICE AND ANY CLAIMS, CONTROVERSY, 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“Designated Subsidiary” hereunder.

Designation. [ ] hereby designates The Parent may at any time, and from time to time, upon not less than 15 Business Days’ notice in the [Secured Cash Management case of any Subsidiary so designated after the Effective Date, notify the Administrative Agent (who shall promptly notify the Lenders) that the Parent intends to designate a Subsidiary as a “Designated Subsidiary” for purposes of this Agreement] [Secured Hedge Agreement] described on Schedule 1 hereto to be a [“Secured Cash Management Agreement”] [“Secured Hedge Agreement”] and hereby represents and warrants . On or after the date that is 15 Business Days after such notice, upon delivery to the Administrative Agent that 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 [Secured Cash Management Agreement] [Secured Hedge Agreement] satisfies all the requirements under the Loan Documents to be so designated. By executing and delivering Subsidiary shall thereupon become a “Designated Subsidiary” for purposes of this Secured Party Designation Notice, the DesignorAgreement and, as provided in the Credit Agreementsuch, hereby agrees to be bound by shall have all of the provisions rights and obligations of a Borrower hereunder. The Administrative Agent shall promptly notify each Lender of the Loan Documents which are applicable to it as a provider Parent’s notice of a [Secured Cash Management Agreement] [Secured Hedge Agreement] such pending designation by the Parent and hereby (a) confirms that it has received a copy the identity of the Loan Documents and respective Subsidiary. Following the giving of any notice pursuant to this Section 16.3(a), if the designation of such other documents and information as it has deemed appropriate to make its own decision to enter into this Secured Party Designation Notice, (b) appoints and authorizes Designated Subsidiary obligates the Administrative Agent or any Lender to take 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 action documentation and other evidence as agent on its behalf is reasonably requested by the Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry out and to exercise such powers be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under all applicable laws and discretion regulations. If the Parent shall designate as a Designated Subsidiary hereunder any Subsidiary not organized under the Credit Agreementlaws of the United States, any State thereof or the other Loan Documents or United Kingdom and Wales, any other instrument or document furnished pursuant thereto as are delegated Lender may, with notice to the Administrative Agent and the Parent, fulfill its Commitment by causing an Affiliate of such Lender to act as the terms thereof, together with Lender in respect of such powers Designated Subsidiary. As soon as are incidental thereto (including, without limitation, practicable after receiving notice from the provisions of Section 10.01 of the Credit Agreement), 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 provider of a [Secured Cash Management Agreement] [Secured Hedge Agreement]. Without limiting the foregoing, the Designor agrees to indemnify Parent or the Administrative Agent as contemplated by Section 11.04 of the Credit AgreementParent’s intent to designate a Subsidiary as a Designated Subsidiary, and in any 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 Lender that may not legally lend to, establish credit for the account of and/or do any business whatsoever with such Designated Subsidiary, either directly or through an Affiliate of such Lender selected pursuant to the immediately preceding paragraph (a “Protesting Lender”) shall so notify the Parent and the Administrative Agent in writing. GOVERNING LAW. THIS SECURED PARTY DESIGNATION NOTICE AND ANY CLAIMSWith respect to each Protesting Lender, CONTROVERSYthe Parent shall, DISPUTE OR CAUSE OF ACTION effective on or before the date that such Designated Subsidiary shall have the right to borrow hereunder, either (WHETHER IN CONTRACT OR TORT OR OTHERWISEA) BASED UPONnotify 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, ARISING OUT OF OR RELATING TO THIS SECURED PARTY DESIGNATION NOTICE SHALL BE GOVERNED BYaccrued interest thereon, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.accrued

Designation. [ ] hereby designates (x) itself as a [Cash Management Bank/Hedge Bank] under the Credit Agreement and (y) the [Secured Cash Management Agreement] [Secured Hedge 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 [Secured Cash Management Agreement] [Secured Hedge Agreement/Swap Contract] satisfies all the requirements under the Loan Documents to be so designateddesignated 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 Secured Party Designation Notice, the Designor[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 provider of a [Secured Cash Management AgreementBank/Hedge Bank] [or a Secured Hedge Agreement] 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 Secured Party 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 (including, without limitation, the provisions of Section 10.01 of the Credit Agreement)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 provider of a [Secured 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 in Section 11.04 of the Credit Agreement, to the extent (w) there are any amounts owed to the [Cash Management Bank/Hedge Bank] [in respect of Secured Hedge Agreement]. Without limiting Agreements or Cash Management Agreements, (x) the foregoingLoan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of Section 11.04 of the Credit Agreement to be paid by 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 [Cash Management Bank/Hedge Bank] shares in the proceeds of such Collateral, the Designor [Cash Management Bank/Hedge Bank] agrees to indemnify the Administrative Agent as contemplated with respect to any action taken by it in respect of (i) the Collateral or (ii) any breach of the Loan Documents by any Loan Party, and agrees to undertake and fulfill a portion of the liability of the Lenders under Section 11.04 of the Credit Agreement. GOVERNING LAW. THIS SECURED PARTY DESIGNATION NOTICE AND ANY CLAIMSAgreement (without relieving the Lenders of their obligations) in an amount equal to, CONTROVERSYas of any date of determination, DISPUTE OR CAUSE OF ACTION the product of (WHETHER IN CONTRACT OR TORT OR OTHERWISEa) BASED UPONthe aggregate liability of the Lenders under Section 11.04 as of such date multiplied by (b) a fraction, ARISING OUT OF OR RELATING TO THIS SECURED PARTY DESIGNATION NOTICE SHALL BE GOVERNED BYthe numerator of which shall be the aggregate amount owed to the [Cash Management Bank/Hedge Bank] in respect of Secured Hedge Agreements or Cash Management Agreements and the denominator of which shall be the sum of the aggregate outstanding principal amount of indebtedness evidenced by the Private Placement Notes, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORKthe aggregate Outstanding Amount under the Credit Agreement and all amounts owed in respect of Secured Hedge Agreements or Cash Management Agreements.

Designation. [ ] hereby designates The Company may at any time, and from time to time, upon not less than five Business Days’ notice in the [Secured Cash Management 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] [Secured Hedge Agreement] described on Schedule 1 hereto to be a [“Secured Cash Management Agreement”] [“Secured Hedge Agreement”] and hereby represents and warrants . On or after the date that is five Business Days after such notice, upon delivery to the Administrative Agent that and each Lender of a Designation Letter duly executed by the Company and the respective Subsidiary and substantially in the form of Exhibit D hereto, such [Secured Cash Management Agreement] [Secured Hedge Agreement] satisfies Subsidiary shall thereupon become a "Designated Subsidiary" for purposes of this Agreement and, as such, shall have all of the requirements rights and obligations of a Borrower hereunder. The Administrative 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 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 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. If the Company shall designate as a Designated Subsidiary hereunder any Subsidiary not organized under the Loan Documents 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 (and such Lender shall, to the extent of Advances made to and participations in Letters of Credit issued for the account of such Designated Subsidiary, be so designateddeemed for all purposes hereof to have pro tanto assigned such Advances and participations to such Affiliate in compliance with the provisions of Section 9.07). By executing As soon as practicable after receiving notice from the Company or the Administrative Agent of the Company's intent to designate a Subsidiary as a Designated Subsidiary, and delivering this Secured Party Designation Noticein any event no later than three Business Days after the delivery of such notice, for a Designated Subsidiary that is organized under the Designorlaws of a jurisdiction other than of the United States or a political subdivision thereof, any Lender that may not legally lend to, establish credit for the account of and do any business whatsoever with such Designated Subsidiary directly or through an Affiliate of such Lender as provided in the Credit Agreement, hereby agrees to be bound by all of immediately preceding paragraph (a "Protesting Lender") shall so notify the provisions of the Loan Documents which are applicable to it as a provider of a [Secured Cash Management Agreement] [Secured Hedge Agreement] Company 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 Secured Party Designation Notice, (b) appoints and authorizes the Administrative Agent in writing. With respect to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreementeach Protesting Lender, the other Loan Documents Company shall, effective on or any other instrument or document furnished pursuant thereto as are delegated before the date that such Designated Subsidiary shall have the right to borrow hereunder, either (A) notify the Administrative Agent by and such Protesting Lender that the terms thereof, together with Commitments of such powers as are incidental thereto Protesting Lender shall be terminated (including, without limitation, and the provisions limitations of Section 10.01 2.06 will not be applicable); provided that such Protesting Lender shall have received payment of an amount equal to the outstanding principal of its Advances and Letter of Credit Agreementreimbursement 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), and or (cB) agrees that it will be bound by the provisions of the Loan Documents and will perform in accordance with cancel its terms all the obligations which by the terms of the Loan Documents are required request to be performed by it designate such Subsidiary as a provider of a [Secured Cash Management Agreement] [Secured Hedge Agreement]. Without limiting the foregoing, the Designor agrees to indemnify the Administrative Agent as contemplated by Section 11.04 of the Credit Agreement. GOVERNING LAW. THIS SECURED PARTY DESIGNATION NOTICE AND ANY CLAIMS, CONTROVERSY, 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"Designated Subsidiary" hereunder.

Designation. [ ] hereby designates Subject to any applicable limitations set forth herein and in the [Secured Cash Management Agreement] [Secured Hedge Agreement] described on Schedule 1 hereto other Loan Documents, the Company may at any time, and from time to be a [“Secured Cash Management Agreement”] [“Secured Hedge Agreement”] and hereby represents and warrants time, by delivery to the Administrative Agent that 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 [Secured Cash Management Agreement] [Secured Hedge Agreement] satisfies all Subsidiary as a “Borrower” for purposes of this Agreement and the requirements Revolving Credit Facilities hereunder (provided, that, in any event, a Domestic Subsidiary may only become a Borrower under the Loan Documents 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 be so designated. By executing the Agent (each in form and delivering this Secured Party substance reasonably satisfactory to the Agent) of (i) the aforementioned executed Borrower Designation Notice, the Designor, as provided in the Credit Agreement, hereby agrees (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 be bound by any Sealed Air — Credit Agreement 153 Notes issued under the applicable Revolving Credit Facility, (iv) if such Subsidiary is not already a Guarantor, 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] Collateral Documents, guarantees and hereby (a) confirms that it has received a copy of the Loan Documents and such other documents and instruments as such Subsidiary shall be required to deliver to become a Guarantor (v) all documentation and other information as it has deemed appropriate 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 make its own decision the extent 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 this Secured Party Designation Notice, (ban 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) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion of a Designated Borrower that is organized under the Credit Agreementlaws of a jurisdiction other than of the United States, Australia, Canada, Japan, Luxembourg, the other Loan Documents Netherlands or any other instrument or document furnished pursuant thereto as are delegated to the Administrative Agent by the terms a political subdivision thereof, together with any Lender that may not legally lend to, or whose internal policies, consistently applied, preclude lending to, such powers as are incidental thereto Designated Borrower (including, without limitationa “Protesting Lender”) shall so notify the Company and the Agent in writing. With respect to each Protesting Lender, the provisions of Section 10.01 of Company shall, effective on or before the Credit Agreement)date that such Designated Borrower shall have the right to borrow hereunder, and either (cA) agrees that it will be bound by the provisions of the Loan Documents and will perform (i) replace such Protesting Lender in accordance with its terms all Section 2.20 or (ii) notify the obligations which by Agent and such Protesting Lender that the terms Commitments of such Protesting Lender shall be terminated; provided that (x) the Company shall have received the prior written consent of the Loan Documents are required Administrative Agent, which consent shall not unreasonably be withheld and (y) such Protesting Lender shall have received payment of an amount equal to be performed by 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 provider of a [Secured Cash Management Agreement] [Secured Hedge Agreement]. Without limiting the foregoing, the Designor agrees to indemnify the Administrative Agent as contemplated by Section 11.04 of the Credit Agreement. GOVERNING LAW. THIS SECURED PARTY DESIGNATION NOTICE AND ANY CLAIMS, CONTROVERSY, 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“Designated Borrower” hereunder.

Designation. [ [_____________] hereby designates (x) itself as a [Treasury Management Bank/Swap Bank] under the Credit Agreement and (y) the [Secured Cash Treasury Management Agreement] [Secured Hedge Agreement/Swap Contract] described on Schedule 1 hereto to be a “[“Secured Cash Treasury Management Agreement”] [“/Secured Hedge Swap Agreement”] ]” and hereby represents and warrants to the Administrative Agent that such [Secured Cash Treasury Management Agreement] [Secured Hedge Agreement/Swap Contract] satisfies all the requirements under the Loan Documents to be so designateddesignated 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 delivering this Secured Party Designation Notice, the Designor[Treasury Management Bank/Swap 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 provider of [Treasury Management Bank/Swap Bank] or a [Secured Cash Management Agreement] [Secured Hedge Agreement] 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 Secured Party 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 (including, without limitation, the provisions of Section 10.01 of the Credit Agreement)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 provider of a [Treasury Management Bank/Swap Bank] or Secured Cash Management Agreement] [Secured Hedge Agreement]Party. Without limiting the foregoing, the Designor [Treasury Management Bank/Swap Bank] agrees to indemnify the Administrative Agent as contemplated by Section 11.04 of the Credit Agreement with respect to any breach by it of the Loan Documents and, with respect to all other matters covered by Section 11.04 of the Credit Agreement. GOVERNING LAW. THIS SECURED PARTY DESIGNATION NOTICE AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION agrees to undertake a portion of the liability of the Secured Parties thereunder (WHETHER IN CONTRACT OR TORT OR OTHERWISEwithout relieving the Secured Parties of their obligations) 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 YORKdetermined based on net termination liability (if any) of the Loan Party to the [Treasury Management Bank/Swap Bank] under the applicable [Secured Treasury Management Agreement/Secured Swap Agreement] in lieu of the aggregate exposure.

Designation. [ [_____________] hereby designates the [Secured Cash Treasury Management Agreement] [Secured Hedge AgreementAgreement][Swap Contract] described on Schedule 1 hereto to be a [“Secured Cash Treasury Management Agreement”] [“Secured Hedge Agreement”][“Secured Swap Agreement”] and hereby represents and warrants to the Administrative Agent that such [Secured Cash Treasury Management Agreement] [Secured Hedge AgreementAgreement][Swap Contract] satisfies all the requirements under the Loan Documents to be so designated. By executing and delivering this Secured Party Designation Notice, the Designor, 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 provider of a [Secured Cash Treasury Management Agreement] [Secured Hedge Agreement][Secured Swap Agreement] 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 Secured Party 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 thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto (including, without limitation, those referred to in the provisions of Section 10.01 9.01 of the Credit Agreement), and [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 provider of a [Secured Cash Treasury Management AgreementAgreement][Swap Contract] [Secured Hedge Agreement]and (d) ratifies and approves all acts previously taken by the Administrative Agent on the Designor’s behalf (including the Administrative Agent acting as a proxy without power of attorney (Vertreter ohne Vertretungsmacht) in connection with any Collateral Document governed by German law)]17. Without limiting the foregoing, the Designor agrees to indemnify the Administrative Agent as contemplated by Section 11.04 11.04(b) of the Credit Agreement. GOVERNING LAW. THIS SECURED PARTY DESIGNATION NOTICE AND ANY CLAIMS, CONTROVERSY, 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.

Designation. [ ] hereby designates The Parent may at any time, and from time to time, upon not less than 15 Business Days’ notice in the [Secured Cash Management case of any Subsidiary so designated after the Effective Date, notify the Administrative Agent (who shall promptly notify the Lenders) that the Parent intends to designate a Subsidiary as a “Designated Subsidiary” for purposes of this Agreement] [Secured Hedge Agreement] described on Schedule 1 hereto to be a [“Secured Cash Management Agreement”] [“Secured Hedge Agreement”] and hereby represents and warrants . On or after the date that is 15 Business Days after such notice, upon delivery to the Administrative Agent that and each Lender of a Designation LetterAgreement duly executed by the Parent and the respective Subsidiary and substantially in the form of Exhibit E hereto, such [Secured Cash Management Agreement] [Secured Hedge Agreement] satisfies all the requirements under the Loan Documents to be so designated. By executing and delivering Subsidiary shall thereupon become a “Designated Subsidiary” for purposes of this Secured Party Designation Notice, the DesignorAgreement and, as provided in the Credit Agreementsuch, hereby agrees to be bound by shall have all of the provisions rights and obligations of a Borrower hereunder. The Administrative Agent shall promptly notify each Lender of the Loan Documents which are applicable to it as a provider Parent’s notice of a [Secured Cash Management Agreement] [Secured Hedge Agreement] such pending designation by the Parent and hereby (a) confirms that it has received a copy the identity of the Loan Documents and respective Subsidiary. Following the giving of any notice pursuant to this Section 16.3(a), if the designation of such other documents and information as it has deemed appropriate to make its own decision to enter into this Secured Party Designation Notice, (b) appoints and authorizes Designated Subsidiary obligates the Administrative Agent or any Lender to take 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 action documentation and other evidence as agent on its behalf is reasonably requested by the Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry out and to exercise such powers be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under all applicable laws and discretion regulations. If the Parent shall designate as a Designated Subsidiary hereunder any Subsidiary not organized under the Credit Agreementlaws of the United States, any State thereof or the other Loan Documents or United Kingdom and Wales, any other instrument or document furnished pursuant thereto as are delegated Lender may, with notice to the Administrative Agent and the Parent, fulfill its Commitment by causing an Affiliate of such Lender to act as the terms thereof, together with Lender in respect of such powers Designated Subsidiary. As soon as are incidental thereto (including, without limitation, practicable after receiving notice from the provisions of Section 10.01 of the Credit Agreement), 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 provider of a [Secured Cash Management Agreement] [Secured Hedge Agreement]. Without limiting the foregoing, the Designor agrees to indemnify Parent or the Administrative Agent as contemplated by Section 11.04 of the Credit AgreementParent’s intent to designate a Subsidiary as a Designated BorrowerSubsidiary , and in any 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 Lender that may not legally lend to, establish credit for the account of and/or do any business whatsoever with such Designated Subsidiary, either directly or through an Affiliate of such Lender selected pursuant to the immediately preceding paragraph (a “Protesting Lender”) shall so notify the Parent and the Administrative Agent in writing. GOVERNING LAW. THIS SECURED PARTY DESIGNATION NOTICE AND ANY CLAIMSWith respect to each Protesting Lender, CONTROVERSYthe Parent shall, DISPUTE OR CAUSE OF ACTION effective on or before the date that such Designated Subsidiary shall have the right to borrow hereunder, either (WHETHER IN CONTRACT OR TORT OR OTHERWISEA) BASED UPONnotify 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, ARISING OUT OF OR RELATING TO THIS SECURED PARTY DESIGNATION NOTICE SHALL BE GOVERNED BYaccrued interest thereon, AND CONSTRUED IN ACCORDANCE WITHaccrued fees and all other amounts payable to it hereunder, THE LAW OF THE STATE OF NEW YORKfrom the assignee (to the extent of such outstanding principal and accrued interest and fees) 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 “Designated Subsidiary” hereunder.

Designation. [ ] I hereby designates the [Secured Cash Management Agreement] [Secured Hedge Agreement] 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 [Secured Cash Management Agreement] [Secured Hedge Agreement] satisfies all the requirements under the Loan Documents to be so designated. By executing and delivering this Secured Party Designation Notice, the Designor, 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 provider of a [Secured Cash Management Agreement] [Secured Hedge Agreement] 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 Secured Party 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 thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto (including, without limitation, the provisions of Section 10.01 of the Credit Agreement), 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 EXHIBIT 9.03- 1 obligations which by the terms of the Loan Documents are required to be performed by it as a provider of a a- [Secured Cash Management Agreement] [Secured Hedge Agreement]. Without limiting the foregoing, the Designor agrees to indemnify the Administrative Agent as contemplated by Section 11.04 of the Credit Agreement. GOVERNING LAW. THIS SECURED PARTY DESIGNATION NOTICE AND ANY CLAIMS, CONTROVERSY, 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.

Designation. [ ] hereby designates Subject to any applicable limitations set forth herein and in the [Secured Cash Management Agreement] [Secured Hedge Agreement] described on Schedule 1 hereto other Loan Documents, the Company may at any time, and from time to be a [“Secured Cash Management Agreement”] [“Secured Hedge Agreement”] and hereby represents and warrants time, by delivery to the Administrative Agent that 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 [Secured Cash Management Agreement] [Secured Hedge Agreement] satisfies all Subsidiary as a “Borrower” for purposes of this Agreement and the requirements Revolving Credit Facilities hereunder (provided, that, in any event, a Domestic Subsidiary may only become a Borrower under the Loan Documents 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 be so designated. By executing the Agent (each in form and delivering this Secured Party substance reasonably satisfactory to the Agent) of (i) the aforementioned executed Borrower Designation Notice, the Designor, as provided in the Credit Agreement, hereby agrees (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 be bound by any Notes issued under the applicable Revolving Credit Facility, (iv) if such Subsidiary is not already a Guarantor, 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] Collateral Documents, guarantees and hereby (a) confirms that it has received a copy of the Loan Documents and such other documents and instruments as such Subsidiary shall be required to deliver to become a Guarantor (v) all documentation and other information as it has deemed appropriate 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 make its own decision the extent 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 this Secured Party Designation Notice, (ban 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) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion of a Designated Borrower that is organized under the Credit Agreementlaws of a jurisdiction other than of the United States, Australia, Canada, Japan, Luxembourg, the other Loan Documents Netherlands or any other instrument or document furnished pursuant thereto as are delegated to the Administrative Agent by the terms a political subdivision thereof, together with any Lender that may not legally lend to, or whose internal policies, consistently applied, preclude lending to, such powers as are incidental thereto Designated Borrower (including, without limitationa “Protesting Lender”) shall so notify the Company and the Agent in writing. With respect to each Protesting Lender, the provisions of Section 10.01 of Company shall, effective on or before the Credit Agreement)date that such Designated Borrower shall have the right to borrow hereunder, and either (cA) agrees that it will be bound by the provisions of the Loan Documents and will perform (i) replace such Protesting Lender in accordance with its terms all Section 2.20 or (ii) notify the obligations which by Agent and such Protesting Lender that the terms Commitments of such Protesting Lender shall be terminated; provided that (x) the Company shall have received the prior written consent of the Loan Documents are required Administrative Agent, which consent shall not unreasonably be withheld and (y) such Protesting Lender shall have received payment of an amount equal to be performed by 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 provider of a [Secured Cash Management Agreement] [Secured Hedge Agreement]. Without limiting the foregoing, the Designor agrees to indemnify the Administrative Agent as contemplated by Section 11.04 of the Credit Agreement. GOVERNING LAW. THIS SECURED PARTY DESIGNATION NOTICE AND ANY CLAIMS, CONTROVERSY, 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“Designated Borrower” hereunder.

Designation. [ [_____________] hereby designates the [Secured Cash Treasury Management Agreement] [Secured Hedge Agreement][Swap Agreement] described on Schedule 1 hereto to be a “[“Secured Cash Treasury Management Agreement][Secured Swap Agreement”] [“Secured Hedge Agreement”] ]” and hereby represents and warrants to the Administrative Agent that such [Secured Cash Treasury Management Agreement] [Secured Hedge Agreement][Swap Agreement] satisfies all the requirements under the Loan Credit Documents to be so designated. By executing and delivering this Secured Party Designation Notice, the Designor[Treasury Management Provider][Swap Provider], as provided in the Credit Agreement, hereby agrees to be bound by all of the provisions of the Loan Credit Documents which are applicable to it as a provider of a [Secured Cash Qualifying Treasury Management AgreementProvider][Qualifying Swap Provider] [Secured Hedge Agreement] thereunder and hereby (a) confirms that it has received a copy of the Loan Credit Documents and such other documents and information as it has deemed appropriate to make its own decision to enter into this Secured Party 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 Credit Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent or the Collateral Agent, as applicable, by the terms thereof, together with such powers as are incidental thereto (including, without limitation, the provisions of Section 10.01 10.1 of the Credit Agreement), and (c) agrees that it will be bound by the provisions of the Loan Credit Documents and will perform in accordance with its terms all the obligations which by the terms of the Loan Credit Documents are required to be performed by it as a provider of a [Secured Cash Treasury Management Agreement] [Secured Hedge AgreementProvider][Swap Provider]. Without limiting the foregoing, the Designor [Treasury Management Provider][Swap Provider] agrees to indemnify the Administrative Agent as contemplated by Section 11.04 11.2(c) of the Credit Agreement. GOVERNING LAW. THIS SECURED PARTY DESIGNATION NOTICE AND ANY CLAIMS, CONTROVERSY, 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.

Designation. [ [_____________] hereby designates (x) itself as a [Treasury Management Bank/Swap Bank] under the Credit Agreement and (y) the [Secured Cash Treasury Management Agreement] [Secured Hedge AgreementAgreement/ Swap Contract] described on Schedule 1 hereto to be a “[“Secured Cash Treasury Management Agreement”] [“/Secured Hedge Agreement”] Swap Contract]” and hereby represents and warrants to the Administrative Agent that such [Secured Cash Treasury Management Agreement] [Secured Hedge Agreement/Swap Contract] satisfies all the requirements under the Loan Documents to be so designated. By executing and delivering this Secured Party Designation Notice, the Designor[Treasury Management Bank/Swap 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 provider of [Treasury Management Bank/Swap Bank] or a [Secured Cash Management Agreement] [Secured Hedge Agreement] 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 Secured Party 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 (including, without limitation, the provisions of Section 10.01 of the Credit Agreement)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 provider of a [Treasury Management Bank/Swap Bank] or Secured Cash Management Agreement] [Secured Hedge Agreement]Party. Without limiting the foregoing, the Designor [Treasury Management Bank/Swap Bank] agrees to indemnify the Administrative Agent as contemplated by Section 11.04 of the Credit Agreement with respect to any action taken by it in respect of the Collateral or any breach by it of the Loan Documents and, with respect to all other matters covered by Section 11.04 of the Credit Agreement. GOVERNING LAW. THIS SECURED PARTY DESIGNATION NOTICE AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION agrees to undertake a portion of the liability of the Secured Parties thereunder (WHETHER IN CONTRACT OR TORT OR OTHERWISEwithout relieving the Secured Parties of their obligations) 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 YORKdetermined based on net termination liability (if any) of the Loan Party to the [Treasury Management Bank/Swap Bank] under the applicable [Secured Treasury Management Agreement/Secured Swap Contract] in lieu of the aggregate exposure.

Designation. [ ] hereby designates The Parent may at any time, and from time to time, upon not less than 15 Business Days’ notice in the [Secured Cash Management case of any Subsidiary so designated after the Effective Date, notify the Administrative Agent (who shall promptly notify the Lenders) that the Parent intends to designate a Subsidiary as a “Designated Subsidiary” for purposes of this Agreement] [Secured Hedge Agreement] described on Schedule 1 hereto to be a [“Secured Cash Management Agreement”] [“Secured Hedge Agreement”] and hereby represents and warrants . On or after the date that is 15 Business Days after such notice, upon delivery to the Administrative Agent that 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 [Secured Cash Management Agreement] [Secured Hedge Agreement] satisfies all the requirements under the Loan Documents to be so designated. By executing and delivering Subsidiary shall thereupon become a “Designated Subsidiary” for purposes of this Secured Party Designation Notice, the DesignorAgreement and, as provided in the Credit Agreementsuch, hereby agrees to be bound by shall have all of the provisions rights and obligations of a Borrower hereunder. The Administrative Agent shall promptly notify each Lender of the Loan Documents which are applicable to it as a provider Parent’s notice of a [Secured Cash Management Agreement] [Secured Hedge Agreement] such pending designation by the Parent and hereby (a) confirms that it has received a copy the identity of the Loan Documents and respective Subsidiary. Following the giving of any notice pursuant to this Section 16.3(a), if the designation of such other documents and information as it has deemed appropriate to make its own decision to enter into this Secured Party Designation Notice, (b) appoints and authorizes Designated Subsidiary obligates the Administrative Agent or any Lender to take 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 action documentation and other evidence as agent on its behalf is reasonably requested by the Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry out and to exercise such powers be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under all applicable laws and discretion regulations. If the Parent shall designate as a Designated Subsidiary hereunder any Subsidiary not organized under the Credit Agreementlaws of the United States, any State thereof or the other Loan Documents or United Kingdom and Wales, any other instrument or document furnished pursuant thereto as are delegated Lender may, with notice to the Administrative Agent and the Parent, fulfill its Commitment by causing an Affiliate of such Lender to act as the terms thereof, together with Lender in respect of such powers Designated Subsidiary. As soon as are incidental thereto (including, without limitation, practicable after receiving notice from the provisions of Section 10.01 of the Credit Agreement), 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 provider of a [Secured Cash Management Agreement] [Secured Hedge Agreement]. Without limiting the foregoing, the Designor agrees to indemnify Parent or the Administrative Agent as contemplated by Section 11.04 of the Credit AgreementParent’s intent to designate a Subsidiary as a Designated Borrower, and in any 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 Lender that may not legally lend to, establish credit for the account of and/or do any business whatsoever with such Designated Subsidiary, either directly or through an Affiliate of such Lender selected pursuant to the immediately preceding paragraph (a “Protesting Lender”) shall so notify the Parent and the Administrative Agent in writing. GOVERNING LAW. THIS SECURED PARTY DESIGNATION NOTICE AND ANY CLAIMSWith respect to each Protesting Lender, CONTROVERSYthe Parent shall, DISPUTE OR CAUSE OF ACTION effective on or before the date that such Designated Subsidiary shall have the right to borrow hereunder, either (WHETHER IN CONTRACT OR TORT OR OTHERWISEA) BASED UPONnotify 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, ARISING OUT OF OR RELATING TO THIS SECURED PARTY DESIGNATION NOTICE SHALL BE GOVERNED BYaccrued interest thereon, AND CONSTRUED IN ACCORDANCE WITHaccrued fees and all other amounts payable to it hereunder, THE LAW OF THE STATE OF NEW YORKfrom the assignee (to the extent of such outstanding principal and accrued interest and fees) 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 “Designated Subsidiary” hereunder.

Designation. [ ] hereby designates PPG may at any time and from time to time, and, if after the [Secured Cash Management Agreement] [Secured Hedge Agreement] described on Schedule 1 hereto to be a [“Secured Cash Management Agreement”] [“Secured Hedge Agreement”] and hereby represents and warrants Effective Date, upon not less than 15 Business Days’ prior notice, by delivery to the Administrative Agent that and each Lender of a Designation Letter, duly executed by PPG and a Wholly-owned Restricted Subsidiary and in substantially the form of Exhibit D hereto, designate such [Secured Cash Management Subsidiary as a “Designated Subsidiary” for all purposes of this Agreement] [Secured Hedge Agreement] satisfies , and, upon fulfillment of the 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 requirements rights and obligations of a Borrower 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 notice pursuant to this Section 9.14(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, PPG 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 PPG shall designate as a Designated Subsidiary hereunder any Subsidiary not organized under the Loan Documents laws of the United States or any State thereof, any Lender may, at its option, with notice to be so designatedthe 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. By executing 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 delivering in any event at least 10 Business Days prior to the delivery of an executed Designation Letter to the Administrative Agent pursuant to this Secured Party Designation NoticeSection 9.14(a), for a Designated Subsidiary (other than a Pre-Approved Designated Subsidiary) that is organized under the Designorlaws 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 Credit Agreement, hereby agrees to be bound by all of the provisions of the Loan Documents which are applicable to it as immediately preceding paragraph (a provider of a [Secured Cash Management Agreement] [Secured Hedge Agreement] “Protesting Lender”) shall so notify PPG 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 Secured Party Designation Notice, (b) appoints and authorizes the Administrative Agent in writing. With respect to take each Protesting Lender, PPG shall, effective on or before the date that such action as agent on its behalf and Designated Subsidiary shall have the right to exercise such powers and discretion under the Credit Agreementborrow hereunder, the other Loan Documents or any other instrument or document furnished pursuant thereto as are delegated to either (i) notify the Administrative Agent by and such Protesting Lender that the terms thereofCommitments 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, together with accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such powers as are incidental thereto outstanding principal and accrued interest and fees) or PPG or the relevant Designated Subsidiary (including, without limitation, in the provisions case of Section 10.01 of the Credit Agreementall other amounts), and or (cii) agrees that it will be bound by the provisions of the Loan Documents and will perform in accordance with cancel its terms all the obligations which by the terms of the Loan Documents are required request to be performed by it designate such Subsidiary as a provider of a [Secured Cash Management Agreement] [Secured Hedge Agreement]. Without limiting the foregoing, the Designor agrees to indemnify the Administrative Agent as contemplated by Section 11.04 of the Credit Agreement. GOVERNING LAW. THIS SECURED PARTY DESIGNATION NOTICE AND ANY CLAIMS, CONTROVERSY, 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“Designated Subsidiary” hereunder.

Designation. [ ] hereby designates notifies the Administrative Agent of the [Secured Cash Treasury Management Agreement] [Secured Hedge AgreementAgreement][Swap Contract] described on Schedule 1 hereto in order for the Obligations under such [Treasury Management Agreement][Swap Contract] to be a [“Secured Cash Management Agreement”] [“Secured Hedge Agreement”] included in the application of funds pursuant to Section 9.03 of the Credit Agreement and hereby represents and warrants to the Administrative Agent that such [Secured Cash Treasury Management Agreement] [Secured Hedge AgreementAgreement][Swap Contract] satisfies all the requirements under the Loan Documents to be so designatedincluded. By executing and delivering this Secured Party Designation Notice, the Designor, 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 provider of a [Secured Cash Treasury Management Agreement] [Secured Hedge AgreementAgreement][Swap Contract] 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 Secured Party 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 thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto (including, without limitation, the provisions of Section 10.01 of the Credit Agreement), 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 provider of a [Secured Cash Treasury Management Agreement] [Secured Hedge AgreementAgreement][Swap Contract]. Without limiting the foregoing, the Designor agrees to indemnify the Administrative Agent as contemplated by Section 11.04 11.04(c) of the Credit Agreement. GOVERNING LAW. THIS SECURED PARTY DESIGNATION NOTICE AND ANY CLAIMS, CONTROVERSY, 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 AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

Designation. [ ] Designor hereby designates the [Secured Cash Treasury Management Agreement] [Secured Hedge Agreement/Swap Contract] described on Schedule 1 hereto to be a [“Secured Cash Guaranteed Treasury Management Agreement”] [“Secured Hedge AgreementAgreement”/”Guaranteed Swap Contract”] and hereby represents and warrants to the Administrative Agent that such [Secured Cash Treasury Management Agreement] [Secured Hedge Agreement/Swap Contract] satisfies all the requirements under the Loan Documents to be so designated. By executing and delivering this Secured Guaranteed Party Designation Notice, the Designor, 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 provider of a [Secured Cash Guaranteed Treasury Management Agreement] [Secured Hedge Agreement/Guaranteed Swap Contract] 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 Secured Guaranteed Party 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 thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto (including, without limitation, the provisions of Section 10.01 of the Credit Agreement), 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 provider of a [Secured Cash Treasury Management Agreement] [Secured Hedge Agreement/Swap Contract]. Without limiting the foregoing, the Designor agrees to indemnify the Administrative Agent as contemplated by Section 11.04 11.04(b) of the Credit Agreement. GOVERNING LAW. THIS SECURED PARTY DESIGNATION NOTICE AND ANY CLAIMS, CONTROVERSY, 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.

Designation. [ ] hereby designates (x) itself as a [Treasury Management Bank/Swap Bank] under the Credit Agreement and (y) the [Secured Cash Treasury Management Agreement] [Secured Hedge Agreement/Swap Contract] described on Schedule 1 hereto to be a “[“Secured Cash Guaranteed Treasury Management Agreement”] [“Secured Hedge /Guaranteed Swap Agreement”] ]” and hereby represents and warrants to the Administrative Agent that such [Secured Cash Treasury Management Agreement] [Secured Hedge Agreement/Swap Contract] satisfies all the requirements under the Loan Documents to be so designateddesignated 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 delivering this Secured Party Designation Notice, the Designor[Treasury Management Bank/Swap 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 provider of [Treasury Management Bank/Swap Bank] or a [Secured Cash Management Agreement] [Secured Hedge Agreement] Guaranteed 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 Secured Party 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 (including, without limitation, the provisions of Section 10.01 of the Credit Agreement)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 provider of a [Secured Cash Treasury Management AgreementBank/Swap Bank] [Secured Hedge Agreement]or Guaranteed Party. Without limiting the foregoing, the Designor [Treasury Management Bank/Swap Bank] agrees to indemnify the Administrative Agent as contemplated by Section 11.04 of the Credit Agreement with respect to any breach by it of the Loan Documents and, with respect to all other matters covered by Section 11.04 of the Credit Agreement. GOVERNING LAW. THIS SECURED PARTY DESIGNATION NOTICE AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION agrees to undertake a portion of the liability of the Guaranteed Parties thereunder (WHETHER IN CONTRACT OR TORT OR OTHERWISEwithout relieving the Guaranteed Parties of their obligations) 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 YORKdetermined based on net termination liability (if any) of the Loan Party to the [Treasury Management Bank/Swap Bank] under the applicable [Guaranteed Treasury Management Agreement/Guaranteed Swap Agreement] in lieu of the aggregate exposure.

Designation. [ ] hereby designates The Company may at any time, and from time to time, upon not less than 15 Business Days’ notice in the [Secured Cash Management case of any Subsidiary so designated after the Effective Date, notify the Agent that the Company intends to designate a Subsidiary as a “Designated Subsidiary” for purposes of this Agreement] [Secured Hedge Agreement] described on Schedule 1 hereto to be a [“Secured Cash Management Agreement”] [“Secured Hedge Agreement”] and hereby represents and warrants . On or after the date that is 15 Business Days after such notice, upon delivery to the Administrative Agent that of a Designation Letter duly executed by the Company and the respective Subsidiary and substantially in the form of Exhibit D hereto, such [Secured Cash Management Agreement] [Secured Hedge Agreement] satisfies Subsidiary shall thereupon become a “Designated Subsidiary” and a “Borrower” for purposes of this Agreement and, as such, shall (i) have all of the requirements 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 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 Loan Documents Beneficial Ownership Regulation. If the Company shall designate as a Designated Subsidiary hereunder any Subsidiary not organized under the laws of the United States or any State thereof, any Lender may, with notice to be so designatedthe 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 respect of such Designated Subsidiary. By executing 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 delivering this Secured Party Designation Noticein any event no later than five Business Days after the delivery of such notice, for a Designated Subsidiary that is organized under the Designorlaws of a jurisdiction other than the United States or any state or 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 Credit Agreementimmediately preceding paragraph (a “Protesting Lender”) shall so notify the Company and the Agent in writing. With respect to each Protesting Lender, hereby agrees the Company shall, effective on or 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 such Protesting Lender shall be bound by 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 of the provisions of the Loan Documents which are applicable 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 provider of a [Secured Cash Management Agreement] [Secured Hedge Agreement] 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 Secured Party 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 thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto (including, without limitation, the provisions of Section 10.01 of the Credit Agreement), 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 provider of a [Secured Cash Management Agreement] [Secured Hedge Agreement]. Without limiting the foregoing, the Designor agrees to indemnify the Administrative Agent as contemplated by Section 11.04 of the Credit Agreement. GOVERNING LAW. THIS SECURED PARTY DESIGNATION NOTICE AND ANY CLAIMS, CONTROVERSY, 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“Designated Subsidiary” hereunder.

Designation. [ [________________] hereby designates the [Secured Guaranteed Cash Management Agreement] [Secured Guaranteed Hedge Agreement] described on Schedule 1 hereto to be a [“Secured Guaranteed Cash Management Agreement”] [“Secured Guaranteed Hedge Agreement”] and hereby represents and warrants to the Administrative Agent that such [Secured Guaranteed Cash Management Agreement] [Secured Guaranteed Hedge Agreement] satisfies all the requirements under the Loan Documents to be so designated. By executing and delivering this Secured Guaranteed Party Designation Notice, the Designor, 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 provider of a [Secured Guaranteed Cash Management Agreement] [Secured Guaranteed Hedge Agreement] 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 Secured Guaranteed Party 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 thereto as are delegated to the Administrative Agent by the terms thereof, Exhibit 9.03 - 1 HOU:3809291.1 together with such powers as are incidental thereto (including, without limitation, the provisions of Section 10.01 of the Credit Agreement), 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 provider of a [Secured Guaranteed Cash Management Agreement] [Secured Guaranteed Hedge Agreement]. Without limiting the foregoing, the Designor agrees to indemnify the Administrative Agent as contemplated by Section 11.04 of the Credit Agreement. GOVERNING LAW. THIS SECURED PARTY DESIGNATION NOTICE AND ANY CLAIMS, CONTROVERSY, 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.

Designation. [ ] hereby designates The Company may at any time, and from time to time, upon not less than five Business Days’ notice in the [Secured Cash Management 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] [Secured Hedge Agreement] described on Schedule 1 hereto to be a [“Secured Cash Management Agreement”] [“Secured Hedge Agreement”] and hereby represents and warrants . On or after the date that is five Business Days after such notice, upon delivery to the Administrative Agent that and each Lender of a Designation Letter duly executed by the Company and the respective Subsidiary and substantially in the form of Exhibit D hereto, such [Secured Cash Management Agreement] [Secured Hedge Agreement] satisfies Subsidiary shall thereupon become a “Designated Subsidiary” for purposes of this Agreement and, as such, shall have all of the requirements rights and obligations of a Borrower hereunder. The Administrative 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 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 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. If the Company shall designate as a Designated Subsidiary hereunder any Subsidiary not organized under the Loan Documents 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 (and such Lender shall, to the extent of Advances made to and participations in Letters of Credit issued for the account of such Designated Subsidiary, be so designateddeemed for all purposes hereof to have pro tanto assigned such Advances and participations to such Affiliate in compliance with the provisions of Section 9.07). By executing As soon as practicable after receiving notice from the Company or the Administrative Agent of the Company’s intent to designate a Subsidiary as a Designated Subsidiary, and delivering this Secured Party Designation Noticein any event no later than three Business Days after the delivery of such notice, for a Designated Subsidiary that is organized under the Designorlaws of a jurisdiction other than of the United States or a political subdivision thereof, any Lender that may not legally lend to, establish credit for the account of and do any business whatsoever with such Designated Subsidiary directly or through an Affiliate of such Lender as provided in the Credit Agreement, hereby agrees to be bound by all of immediately preceding paragraph (a “Protesting Lender”) shall so notify the provisions of the Loan Documents which are applicable to it as a provider of a [Secured Cash Management Agreement] [Secured Hedge Agreement] Company 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 Secured Party Designation Notice, (b) appoints and authorizes the Administrative Agent in writing. With respect to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreementeach Protesting Lender, the other Loan Documents Company shall, effective on or any other instrument or document furnished pursuant thereto as are delegated before the date that such Designated Subsidiary shall have the right to borrow hereunder, either (A) notify the Administrative Agent by and such Protesting Lender that the terms thereof, together with Commitments of such powers as are incidental thereto Protesting Lender shall be terminated (including, without limitation, and the provisions limitations of Section 10.01 2.06 will not be applicable); provided that such Protesting Lender shall have received payment of an amount equal to the outstanding principal of its Advances and Letter of Credit Agreementreimbursement 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), and or (cB) agrees that it will be bound by the provisions of the Loan Documents and will perform in accordance with cancel its terms all the obligations which by the terms of the Loan Documents are required request to be performed by it designate such Subsidiary as a provider of a [Secured Cash Management Agreement] [Secured Hedge Agreement]. Without limiting the foregoing, the Designor agrees to indemnify the Administrative Agent as contemplated by Section 11.04 of the Credit Agreement. GOVERNING LAW. THIS SECURED PARTY DESIGNATION NOTICE AND ANY CLAIMS, CONTROVERSY, 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“Designated Subsidiary” hereunder.

Designation. [ ] hereby designates the [Secured Cash Management Agreement] [Secured Hedge Agreement] described on Schedule 1 hereto to be a [“Secured Cash Management Agreement”] [“Secured Hedge Agreement”] and hereby represents and warrants Delegation Notwithstanding any other provision herein to the Administrative Agent that such [Secured Cash Management Agreement] [Secured Hedge Agreement] satisfies all the requirements under the Loan Documents contrary, Seller may request in writing to be so designated. By executing and delivering this Secured Party Designation NoticeBuyer at least 5 Business Days prior to any proposed delegation or designation to consent to Seller designating, the Designorat Seller’s own expense, as provided in the Credit Agreement, hereby agrees any of its Affiliates to 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 perform Seller’s obligations in respect of the Loan Documents and such other documents and information as it has deemed appropriate to make its own decision to enter into this Secured Party Designation Notice, Confirmation or (b) appoints and authorizes the Administrative Agent to take such action as agent on receive any payment or delivery under this Confirmation, provided that (i) Seller may delegate its behalf and to exercise such powers and discretion payment obligations under the Credit AgreementAgreement to the Issuer such that any such payment by Seller to Buyer shall be made by the Issuer on Seller’s behalf, the other Loan Documents without any prior request to, or any other instrument or document furnished pursuant thereto as are delegated to the Administrative Agent by the terms thereofprior consent from, together with Buyer and (ii) no such powers as are incidental thereto delegation (including, without limitation, pursuant to the provisions of Section 10.01 foregoing sub-clause (i)) shall affect Seller's primary liability as principal for the payment or performance of the Credit Agreement)relevant obligation. Buyer may not unreasonably withhold, and delay or condition its consent to Seller’s request, provided that if (ci) agrees that it such designation or delegation, as the case may be, is or will not be bound by the provisions of the Loan Documents and will perform in accordance with its terms all applicable laws, rules or regulations, (ii) Buyer is or will be required to contract, subcontract or otherwise engage with any such designee or delegee or pay any fees, costs or expenses in relation to any such designee or delegee, or (iii) the obligations which by proposed designee or delegee fails to meet the terms “know-your-customer” or anti-money laundering requirements of the Loan Documents Buyer that are required by Buyer’s then-applicable internal policies in order for Buyer to onboard such proposed designee or delegee, then any withholding, delay or conditioning of Buyer’s consent shall not be deemed to be unreasonable. Seller shall remain liable to Buyer under the Transaction for the performance of any obligation of Seller designated to be performed by a designee or delegated by Seller, provided that if such designee or delegee of Seller has performed in full the obligations of Seller under this Confirmation, Seller’s obligations to Buyer under this Confirmation shall be discharged to the extent of such performance. Act of Insolvency: Paragraph 2(a) shall be deleted in its entirety and be replaced by: “Act of Insolvency” shall occur with respect to any Person when such Person shall (1) be dissolved (other than pursuant to a consolidation, amalgamation or merger); (2) make a general assignment, arrangement or composition with or for the benefit of its creditors; (3) institute or have instituted against it as a provider proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors' rights, or a [Secured Cash Management Agreement] [Secured Hedge Agreement]. Without limiting petition shall be presented for its winding-up or liquidation, and, in the foregoingcase of any such proceeding or petition instituted or presented against it, such proceeding or petition (A) results in a judgment of insolvency or bankruptcy or the Designor agrees to indemnify entry of an order for relief or the Administrative Agent as contemplated by Section 11.04 making of an order for its winding-up or liquidation or (B) is not dismissed, discharged, stayed or restrained in each case within 60 days of the Credit Agreementinstitution or presentation thereof; (4) have a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger); (5) seek or become subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets, in each case in connection with its bankruptcy insolvency, winding-up or liquidation; (6) have a secured party take possession of all or substantially all its assets or have a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party shall maintain possession, or any such process shall not be dismissed, discharged, stayed or restrained, in each case within 60 days thereafter; (7) cause or become subject to any event which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in clauses (1) to (6) (inclusive); or (8) take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts. GOVERNING LAW. THIS SECURED PARTY DESIGNATION NOTICE AND ANY CLAIMSDisapplication and Modification of Provisions of the Annex I: The following provisions of Annex I to the Agreement shall not apply to the Transaction evidenced by this Confirmation: Parts 1(a), CONTROVERSY1(b), DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE1(d)(i), 1(d)(iii), 1(d)(iv), 1(n), 2(b), and 2(c) 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.of Annex I.