Common use of ASSIGNMENT TO SPECIAL PURPOSE FUNDING VEHICLE Clause in Contracts

ASSIGNMENT TO SPECIAL PURPOSE FUNDING VEHICLE. Notwithstanding anything to the contrary contained herein, any Lender (a "GRANTING LENDER") may grant to a special purpose funding vehicle (a "SPV") of such Granting Lender, identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part of any Revolving Credit Loan that such Granting Lender would otherwise be obligated to make the Borrower pursuant to ss.2.1 hereof, PROVIDED that (a) nothing herein shalL constitute a commitment to make any Revolving Credit Loan by any SPV and (ii) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Revolving Credit Loan, the Granting Lender shall be obligated to make such Revolving Credit Loan pursuant to the terms hereof. The making of a Revolving Credit Loan by a SPV hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Revolving Credit Loan were made by the Granting Lender. Each party hereto hereby agrees that no SPV shall be liable for any payment under this Credit Agreement for which a Granting Lender would otherwise be liable. In furtherance of the foregoing, each party hereto hereby agrees that, prior to the date that is one year and one day after the later of (i) the payment in full of all outstanding senior indebtedness of any SPV and (ii) the Revolving Credit Loan Maturity Date, it will not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States of America or any State thereof. In addition, notwithstanding anything to the contrary contained in this Section 15.1.2, any SPV may (i) with notice to, but without the prior written consent of, the Borrower or the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Revolving Credit Loans to its Granting Lender or to any financial institutions providing liquidity and/or credit facilities to or for the account of such SPV to fund the Revolving Credit Loans made by such SPV or to support the securities (if any) issued by such SPV to fund such Revolving Credit Loans and (ii) disclose on a confidential basis any non-public information relating to its Revolving Credit Loans (other than financial statements referred to in ss.ss.7.4 or 8.4) to any rating agency, commercial paper dealer or proviDer of a surety, guarantee or credit or liquidity enhancement to such SPV. In no event shall the Borrower be obligated to pay to an SPV that has made a Revolving Credit Loan any greater amount than the Borrower would have been obligated to pay under this Credit Agreement if the Granting Lender had made such Revolving Credit Loan.

ASSIGNMENT TO SPECIAL PURPOSE FUNDING VEHICLE. Notwithstanding anything to the contrary contained hereinin this Section 15, any Lender (a "GRANTING LENDERGranting Lender") may grant to a special purpose funding vehicle (a an "SPVSPC") of such Granting Lender, identified as such in writing from time to time delivered by the Granting Lender to the Administrative Agent and the BorrowerBorrowers, the option to provide to the Borrower Borrowers all or any part of any Revolving Credit Loan that such Granting Lender would otherwise be obligated to make to the Borrower Borrowers pursuant to ss.2.1 hereofthis Credit Agreement, PROVIDED provided that (a) nothing herein shalL shall constitute a commitment to make any Revolving Credit Loan by any SPV SPC, (b) the Granting Bank's obligations under this Credit Agreement shall remain unchanged, (c) the Granting Lender shall retain the sole right to enforce this Credit Agreement and to approve any amendment, modification or waiver of any provision of this Credit Agreement and (iid) if an SPV SPC elects not to exercise such option or otherwise fails to provide all or any part of such Revolving Credit Loan, the Granting Lender shall be obligated to make such Revolving Credit Loan pursuant to the terms hereof. The making of a Revolving Credit Loan by a SPV an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Revolving Credit Loan were made by the Granting Lender. Each party hereto hereby agrees that no SPV SPC shall be liable for any expense reimbursement, indemnity or similar payment obligation under this Credit Agreement (all liability for which a shall remain with the Granting Lender would otherwise be liableLender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to the date that is one year and one day after the later of (i) the payment in full of all outstanding senior indebtedness of any SPV SPC and (ii) the Revolving Credit Loan Maturity Date, it will not institute against, or join any other person in instituting against, such SPV SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States of America or any State thereof. In addition, notwithstanding anything to the contrary contained in this Section 15.1.215.9, any SPV SPC may (iA) with notice to, but (except as specified below) without the prior written consent of, the Borrower Borrowers or the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Revolving Credit Loans to its Granting Lender or to any financial institutions (consented to by the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, BGI, which consents shall not be unreasonably withheld or delayed) providing liquidity and/or credit facilities to or for the account of such SPV SPC to fund the Revolving Credit Loans made by such SPV SPC or to support the securities (if any) issued by such SPV SPC to fund such Revolving Credit Loans and (iiB) disclose on a confidential basis any non-non- public information relating to its Revolving Credit Loans (other than financial statements referred to in ss.ss.7.4 Sections 7.4 or 8.4) to any rating agency, commercial paper dealer or proviDer provider of a surety, guarantee or credit or liquidity enhancement to such SPVSPC. In no event shall the Borrower Borrowers be obligated to pay to an SPV SPC that has made a Revolving Credit Loan any greater amount than the Borrower Borrowers would have been obligated to pay under this Credit Agreement if the Granting Lender had made such Revolving Credit Loan. An amendment to this Section 15.9 without the written consent of an SPC shall be ineffective insofar as it alters the rights and obligations of such SPC.

ASSIGNMENT TO SPECIAL PURPOSE FUNDING VEHICLE. Notwithstanding anything to the contrary contained hereinin this ss. 15, any Lender (a "GRANTING LENDERGranting Lender") may grant to a special purpose funding vehicle (a an "SPVSPC") of such Granting Lender, identified as such in writing from time to time delivered by the Granting Lender to the Administrative Agent Bank Agents and the BorrowerBorrowers, the option to provide to the Borrower Borrowers all or any part of any Revolving Credit Loan that such Granting Lender would otherwise be obligated to make to the Borrower Borrowers pursuant to ss.2.1 hereofthis Credit Agreement, PROVIDED provided that (a) nothing herein shalL shall constitute a commitment to make any Revolving Credit Loan by any SPV SPC, (b) the Granting Bank's obligations under this Credit Agreement shall remain unchanged, (c) the Granting Lender shall retain the sole right to enforce this Credit Agreement and to approve any amendment, modification or waiver of any provision of this Credit Agreement and (iid) if an SPV SPC elects not to exercise such option or otherwise fails to provide all or any part of such Revolving Credit Loan, the Granting Lender shall be obligated to make such Revolving Credit Loan pursuant to the terms hereof. The making of a Revolving Credit Loan by a SPV an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Revolving Credit Loan were made by the Granting Lender. Each party hereto hereby agrees that no SPV SPC shall be liable for any expense reimbursement, indemnity or similar payment obligation under this Credit Agreement (all liability for which a shall remain with the Granting Lender would otherwise be liableLender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to the date that is one year and one day after the later of (i) the payment in full of all outstanding senior indebtedness of any SPV SPC and (ii) the Revolving Credit Loan Maturity Date, it will not institute against, or join any other person in instituting against, such SPV SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States of America or any State thereof. In addition, notwithstanding anything to the contrary contained in this Section 15.1.2ss. 15.9, any SPV SPC may (iA) with notice to, but (except as specified below) without the prior written consent of, the Borrower Borrowers or the Administrative Agent Bank Agents and without paying any processing fee therefor, assign all or a portion of its interests in any Revolving Credit Loans to its Granting Lender or to any financial institutions (consented to by the Syndication Agent and, so long as no Default or Event of Default has occurred and is continuing, BGI, which consents shall not be unreasonably withheld or delayed) providing liquidity and/or credit facilities to or for the account of such SPV SPC to fund the Revolving Credit Loans made by such SPV SPC or to support the securities (if any) issued by such SPV SPC to fund such Revolving Credit Loans and (iiB) disclose on a confidential basis any non-public information relating to its Revolving Credit Loans (other than financial statements referred to in ss.ss.7.4 ss. 7.4 or 8.4) to any rating agency, commercial paper dealer or proviDer provider of a surety, guarantee or credit or liquidity enhancement to such SPVSPC. In no event shall the Borrower Borrowers be obligated to pay to an SPV SPC that has made a Revolving Credit Loan any greater amount than the Borrower Borrowers would have been obligated to pay under this Credit Agreement if the Granting Lender had made such Revolving Credit Loan. An amendment to this ss. 15.9 without the written consent of an SPC shall be ineffective insofar as it alters the rights and obligations of such SPC.

ASSIGNMENT TO SPECIAL PURPOSE FUNDING VEHICLE. Notwithstanding anything to the contrary contained hereinin this §15, any Lender (a "GRANTING LENDER"“Granting Lender”) may grant to a special purpose funding vehicle (a "SPV"an “SPC”) of such Granting Lender, identified as such in writing from time to time delivered by the Granting Lender to the Administrative Agent and the BorrowerBorrowers, the option to provide to the Borrower Borrowers all or any part of any Revolving Credit Loan that such Granting Lender would otherwise be obligated to make to the Borrower Borrowers pursuant to ss.2.1 hereofthis Credit Agreement, PROVIDED provided that (a) nothing herein shalL shall constitute a commitment to make any Revolving Credit Loan by any SPV SPC, (b) the Granting Bank’s obligations under this Credit Agreement shall remain unchanged, (c) the Granting Lender shall retain the sole right to enforce this Credit Agreement and to approve any amendment, modification or waiver of any provision of this Credit Agreement and (iid) if an SPV SPC elects not to exercise such option or otherwise fails to provide all or any part of such Revolving Credit Loan, the Granting Lender shall be obligated to make such Revolving Credit Loan pursuant to the terms hereof. The making of a Revolving Credit Loan by a SPV an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Revolving Credit Loan were made by the Granting Lender. Each party hereto hereby agrees that no SPV SPC shall be liable for any expense reimbursement, indemnity or similar payment obligation under this Credit Agreement (all liability for which a shall remain with the Granting Lender would otherwise be liableLender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to the date that is one year and one day after the later of (i) the payment in full of all outstanding senior indebtedness of any SPV SPC and (ii) the Revolving Credit Loan Maturity Date, it will not institute against, or join any other person in instituting against, such SPV SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States of America or any State thereof. In addition, notwithstanding anything to the contrary contained in this Section 15.1.2§15.9, any SPV SPC may (iA) with notice to, but (except as specified below) without the prior written consent of, the Borrower Borrowers or the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Revolving Credit Loans to its Granting Lender or to any financial institutions (consented to by the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, BGI, which consents shall not be unreasonably withheld or delayed) providing liquidity and/or credit facilities to or for the account of such SPV SPC to fund the Revolving Credit Loans made by such SPV SPC or to support the securities (if any) issued by such SPV SPC to fund such Revolving Credit Loans and (iiB) disclose on a confidential basis any non-public information relating to its Revolving Credit Loans (other than financial statements referred to in ss.ss.7.4 §§7.4 or 8.4) to any rating agency, commercial paper dealer or proviDer provider of a surety, guarantee or credit or liquidity enhancement to such SPVSPC. In no event shall the Borrower Borrowers be obligated to pay to an SPV SPC that has made a Revolving Credit Loan any greater amount than the Borrower Borrowers would have been obligated to pay under this Credit Agreement if the Granting Lender had made such Revolving Credit Loan. An amendment to this §15.9 without the written consent of an SPC shall be ineffective insofar as it alters the rights and obligations of such SPC.

ASSIGNMENT TO SPECIAL PURPOSE FUNDING VEHICLE. Notwithstanding anything to the contrary contained hereinin this Section 15, any Lender (a "GRANTING LENDERGranting Lender") may grant to a special purpose funding vehicle (a an "SPVSPC") of such Granting Lender, identified as such in writing from time to time delivered by the Granting Lender to the Administrative Agent and the BorrowerBorrowers, the option to provide to the Borrower Borrowers all or any part of any Revolving Credit Loan that such Granting Lender would otherwise be obligated to make to the Borrower Borrowers pursuant to ss.2.1 hereofthis Credit Agreement, PROVIDED provided that (a) nothing herein shalL shall constitute a commitment to make any Revolving Credit Loan by any SPV SPC, (b) the Granting Bank's obligations under this Credit Agreement shall remain unchanged, (c) the Granting Lender shall retain the sole right to enforce this Credit Agreement and to approve any amendment, modification or waiver of any provision of this Credit Agreement and (iid) if an SPV SPC elects not to exercise such option or otherwise fails to provide all or any part of such Revolving Credit Loan, the Granting Lender shall be obligated to make such Revolving Credit Loan pursuant to the terms hereof. The making of a Revolving Credit Loan by a SPV an SPC hereunder shall utilize the Commitment or Last Out Revolving Commitment, as applicable, of the Granting Lender to the same extent, and as if, such Revolving Credit Loan were made by the Granting Lender. Each party hereto hereby agrees that no SPV SPC shall be liable for any expense reimbursement, indemnity or similar payment obligation under this Credit Agreement (all liability for which a shall remain with the Granting Lender would otherwise be liableLender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to the date that is one year and one day after the later of (i) the payment in full of all outstanding senior indebtedness of any SPV SPC and (ii) the Revolving Credit Loan Maturity Date, it will not institute against, or join any other person in instituting against, such SPV SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States of America or any State thereof. In addition, notwithstanding anything to the contrary contained in this Section 15.1.215.9, any SPV SPC may (iA) with notice to, but (except as specified below) without the prior written consent of, the Borrower Borrowers or the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Revolving Credit Loans to its Granting Lender or to any financial institutions (consented to by the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, BGI, which consents shall not be unreasonably withheld or delayed) providing liquidity and/or credit facilities to or for the account of such SPV SPC to fund the Revolving Credit Loans made by such SPV SPC or to support the securities (if any) issued by such SPV SPC to fund such Revolving Credit Loans and (iiB) disclose on a confidential basis any non-public information relating to its Revolving Credit Loans (other than financial statements referred to in ss.ss.7.4 Sections 7.4 or 8.4) to any rating agency, commercial paper dealer or proviDer provider of a surety, guarantee or credit or liquidity enhancement to such SPVSPC. In no event shall the Borrower Borrowers be obligated to pay to an SPV SPC that has made a Revolving Credit Loan any greater amount than the Borrower Borrowers would have been obligated to pay under this Credit Agreement if the Granting Lender had made such Revolving Credit Loan. An amendment to this Section 15.9 without the written consent of an SPC shall be ineffective insofar as it alters the rights and obligations of such SPC.