Common use of Other Funding Vehicles Clause in Contracts

Other Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower (an “SPC”) the option to provide all or any part of any Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any Loan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.03(b). Each party hereto hereby agrees that (i) neither the grant to any SPC nor the exercise by any SPC of such option shall increase the costs or expenses or otherwise increase or change the obligations of the Borrower under this Agreement (including its obligations under Section 3.04), (ii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (iii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other Finance Obligations of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (i) with notice to, but without prior consent of the Borrower and the Administrative Agent and with the payment of a processing fee of $3,500, assign all or any portion of its right to receive payment with respect to any Loan to the Granting Lender and (ii) disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety or guaranty or credit or liquidity enhancement to such SPC.

Other Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower (an “SPC”) the option to provide all or any part of any Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any Loan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.03(b)hereof. Each party hereto hereby agrees that (i) neither the grant to any SPC nor the exercise by any SPC of such option shall increase the costs or expenses or otherwise increase or change the obligations of the Borrower under this Agreement (including its obligations under Section 3.04), (ii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (iii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Finance Document, remain the lender of record hereunder. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other Finance Obligations senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (i) with notice to, but without prior consent of the Borrower and the Administrative Agent and with the payment of a processing fee of $3,500, assign all or any portion of its right to receive payment with respect to any Loan to the Granting Lender and (ii) disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety or guaranty or credit or liquidity enhancement to such SPC who shall then be deemed to be subject to Section 10.08 and shall execute and deliver any agreements respecting the confidentiality of such non-public information which are, in such SPC’s judgment, necessary or appropriate to evidence such rating agency’s, dealer’s or provider’s compliance with the provisions of Section 10.08.

Other Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower (an “SPC”) the option to provide fund all or any part of any Loan that such Granting Lender would otherwise be obligated to make fund pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any Loan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make fund all or any part of such Loan, the Granting Lender shall be obligated to make fund such Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.03(b). Each party hereto hereby agrees that (i) neither the grant to any SPC nor the exercise by any SPC of such option shall increase the costs or expenses or otherwise increase or change the obligations of the Borrower under this Agreement (including its obligations under Section 3.04)hereof, (iiiii) no SPC shall be liable for have any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, voting rights pursuant to Section 10.01 and (iiiiv) with respect to notices, payments and other matters hereunder, the Borrower, the Administrative Agent and the Lenders shall not be obligated to deal with an SPC, but may limit their communications and other dealings relevant to such SPC to the applicable Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunderLender. The making funding of a Loan by an SPC hereunder shall utilize the applicable Commitment of the Granting Lender to the same extentextent that, and as if, such Loan were made funded by such Granting Lender. In furtherance of the foregoing, each Each party hereto hereby agrees (that no SPC shall be liable for any indemnity or payment under this Agreement for which agreement shall survive the termination of this Agreement) thata Lender would otherwise be liable for so long as, prior and to the date that is one year and one day after extent, the payment in full of all outstanding commercial paper Granting Lender provides such indemnity or other Finance Obligations of any SPC, it will not institute against, or join any other Person in instituting against, makes such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereofpayment. Notwithstanding anything to the contrary contained hereinin this Agreement, any SPC may (i) with notice to, but without prior consent of the Borrower and the Administrative Agent and with the payment of a processing fee of $3,500, assign all or any portion of its right to receive payment with respect to any Loan to the Granting Lender and (ii) disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety or guaranty or credit or liquidity enhancement guarantee to such SPC. This subsection (h) may not be amended without the prior written consent of each Granting Lender, all or any part of whose Loan is being funded by an SPC at the time of such amendment.

Other Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender Lender, (a “"Granting Lender”") may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower (an “"SPC”") the option to provide fund all or any part of any Loan that such Granting Lender would otherwise be obligated to make fund pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any Loan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make fund all or any part of such Loan, the Granting Lender shall be obligated to make fund such Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.03(b). Each party hereto hereby agrees that (i) neither the grant to any SPC nor the exercise by any SPC of such option shall increase the costs or expenses or otherwise increase or change the obligations of the Borrower under this Agreement (including its obligations under Section 3.04)hereof, (iiiii) no SPC shall be liable for have any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, voting rights pursuant to Section 10.01 and (iiiiv) with respect to notices, payments and other matters hereunder, the Borrower, the Administrative Agent and the Lenders shall not be obligated to deal with an SPC, but may limit their communications and other dealings relevant to such SPC to the applicable Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunderLender. The making funding of a Loan by an SPC hereunder shall utilize the Revolving Commitment of the Granting Lender to the same extentextent that, and as if, such Loan were made funded by such Granting Lender. In furtherance of the foregoing, each Each party hereto hereby agrees (that no SPC shall be liable for any indemnity or payment under this Agreement for which agreement shall survive the termination of this Agreement) thata Lender would otherwise be liable for so long as, prior and to the date that is one year and one day after extent, the payment in full of all outstanding commercial paper Granting Lender provides such indemnity or other Finance Obligations of any SPC, it will not institute against, or join any other Person in instituting against, makes such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereofpayment. Notwithstanding anything to the contrary contained hereinin this Agreement, any SPC may (i) with notice to, but without prior consent of the Borrower and the Administrative Agent and with the payment of a processing fee of $3,500, assign all or any portion of its right to receive payment with respect to any Loan to the Granting Lender and (ii) disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety or guaranty or credit or liquidity enhancement guarantee to such SPC. This subsection (h) may not be amended without the prior written consent of each Granting Lender, all or any part of whose Loan is being funded by an SPC at the time of such amendment.

Other Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower (an “SPC”) the option to provide fund all or any part of any Loan that such Granting Lender would otherwise be obligated to make fund pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any Loan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make fund all or any part of such Loan, the Granting Lender shall be obligated to make fund such Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.03(b). Each party hereto hereby agrees that (i) neither the grant to any SPC nor the exercise by any SPC of such option shall increase the costs or expenses or otherwise increase or change the obligations of the Borrower under this Agreement (including its obligations under Section 3.04)hereof, (iiiii) no SPC shall be liable for have any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, voting rights pursuant to Section 10.01 and (iiiiv) with respect to notices, payments and other matters hereunder, the Borrower, the Administrative Agent and the Lenders shall not be obligated to deal with an SPC, but may limit their communications and other dealings relevant to such SPC to the applicable Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunderLender. The making funding of a Loan by an SPC hereunder shall utilize the Revolving Commitment of the Granting Lender to the same extentextent that, and as if, such Loan were made funded by such Granting Lender. In furtherance of the foregoing, each Each party hereto hereby agrees (that no SPC shall be liable for any indemnity or payment under this Agreement for which agreement shall survive the termination of this Agreement) thata Lender would otherwise be liable for so long as, prior and to the date that is one year and one day after extent, the payment in full of all outstanding commercial paper Granting Lender provides such indemnity or other Finance Obligations of any SPC, it will not institute against, or join any other Person in instituting against, makes such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereofpayment. Notwithstanding anything to the contrary contained hereinin this Agreement, any SPC may (i) with notice to, but without prior consent of the Borrower and the Administrative Agent and with the payment of a processing fee of $3,500, assign all or any portion of its right to receive payment with respect to any Loan to the Granting Lender and (ii) disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety or guaranty or credit or liquidity enhancement guarantee to such SPC. This subsection (h) may not be amended without the prior written consent of each Granting Lender, all or any part of whose Loan is being funded by an SPC at the time of such amendment.

Other Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower (an “SPC”) the option to provide all or any part of any Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any Loan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.03(b). Each party hereto hereby agrees that (i) neither the grant to any SPC nor the exercise by any SPC of such option shall increase the costs or expenses or otherwise increase or change the obligations of the Borrower under this Agreement (including its obligations under Section 3.04), (ii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (iii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other Finance Senior Obligations of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (i) with notice to, but without prior consent of the Borrower and the Administrative Agent and with the payment of a processing fee of $3,500, assign all or any portion of its right to receive payment with respect to any Loan to the Granting Lender and (ii) disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety or guaranty or credit or liquidity enhancement to such SPC.

Other Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender Lender, (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower (an “SPC”) the option to provide fund all or any part of any Loan that such Granting Lender would otherwise be obligated to make fund pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any Loan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make fund all or any part of such Loan, the Granting Lender shall be obligated to make fund such Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.03(b). Each party hereto hereby agrees that (i) neither the grant to any SPC nor the exercise by any SPC of such option shall increase the costs or expenses or otherwise increase or change the obligations of the Borrower under this Agreement (including its obligations under Section 3.04)hereof, (iiiii) no SPC shall be liable for have any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, voting rights pursuant to Section 10.06 and (iiiiv) with respect to notices, payments and other matters hereunder, the Parent, ASG, the Borrower, the Administrative Agent and the Lenders shall not be obligated to deal with an SPC, but may limit their communications and other dealings relevant to such SPC to the applicable Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunderLender. The making funding of a Loan by an SPC hereunder shall utilize the Revolving Commitment of the Granting Lender to the same extentextent that, and as if, such Loan were made funded by such Granting Lender. In furtherance of the foregoing, each Each party hereto hereby agrees (that no SPC shall be liable for any indemnity or payment under this Agreement for which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other Finance Obligations of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereofa Lender would otherwise be liable. Notwithstanding anything to the contrary contained hereinin this Agreement, any SPC may (i) with notice to, but without prior consent of the Borrower and the Administrative Agent and with the payment of a processing fee of $3,500, assign all or any portion of its right to receive payment with respect to any Loan to the Granting Lender and (ii) disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety or guaranty or credit or liquidity enhancement guarantee to such SPC. This subsection (g) may not be amended without the prior written consent of each Granting Lender, all or any part of whose Loan is being funded by an SPC at the time of such amendment.

Other Funding Vehicles. Notwithstanding anything to the contrary ---------------------- contained herein, any Lender Lender, (a “"Granting Lender”") may grant to a special --------------- purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower (an “"SPC”") the option to provide fund all or any part of any --- Loan that such Granting Lender would otherwise be obligated to make fund pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment -------- by any SPC to fund any Loan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make fund all or any part of such Loan, the Granting Lender shall be obligated to make fund such Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.03(b). Each party hereto hereby agrees that (i) neither the grant to any SPC nor the exercise by any SPC of such option shall increase the costs or expenses or otherwise increase or change the obligations of the Borrower under this Agreement (including its obligations under Section 3.04)hereof, (iiiii) no SPC shall be liable for have any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, voting rights pursuant to Section 10.06 and (iiiiv) with respect to ------------- ---- notices, payments and other matters hereunder, the Parent, the Borrower, the Administrative Agent and the Lenders shall not be obligated to deal with an SPC, but may limit their communications and other dealings relevant to such SPC to the applicable Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunderLender. The making funding of a Loan by an SPC hereunder shall utilize the Revolving Loan Commitment of the Granting Lender to the same extentextent that, and as if, such Loan were made funded by such Granting Lender. In furtherance of the foregoing, each Each party hereto hereby agrees (that no SPC shall be liable for any indemnity or payment under this Agreement for which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other Finance Obligations of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereofa Lender would otherwise be liable. Notwithstanding anything to the contrary contained hereinin this Agreement, any SPC may (i) with notice to, but without prior consent of the Borrower and the Administrative Agent and with the payment of a processing fee of $3,500, assign all or any portion of its right to receive payment with respect to any Loan to the Granting Lender and (ii) disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety or guaranty or credit or liquidity enhancement guarantee to such SPC. This subsection (g) may not be amended -------------- without the prior written consent of each Granting Lender, all or any part of whose Loan is being funded by an SPC at the time of such amendment.

Other Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “"Granting Lender”") may grant to a special purpose funding vehicle (a "SPC"), identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower (an “SPC”) Xxxxxxxxx, the option to provide to any Borrower all or any part of any Loan that such Granting Lender would otherwise be obligated to make to any such Borrower pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund make any LoanLoan or shall reduce the Commitment of any Granting Lender, and (ii) if an any SPC elects not to exercise such option or otherwise fails to make provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.03(b). Each party hereto hereby agrees that (i) neither the grant to any SPC nor the exercise by any SPC of such option shall increase the costs or expenses or otherwise increase or change the obligations of the Borrower under this Agreement (including its obligations under Section 3.04), (ii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (iii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunderAgreement. The making of a Loan by an any SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. Each party to this Agreement hereby agrees that no SPC shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Lender pursuant to the terms of this Agreement and the other Loan Documents). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other Finance Obligations senior indebtedness of any SPC, it will not institute against, or join any other Person person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, insolvency or liquidation proceeding proceedings under the laws of the United States or any State thereof. Notwithstanding In addition, notwithstanding anything to the contrary contained hereinin this Section 11.06(h), any SPC may (i) with notice to, but without the prior written consent of the Borrower of, Xxxxxxxxx and the Administrative Agent and with the payment of a without paying any processing fee of $3,500therefor, assign all or any a portion of its right to receive payment with respect to interests in any Loan Loans to the Granting Lender or to any financial institutions (consented to in writing by Xxxxxxxxx and Administrative Agent) providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Loans and (ii) disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety or guaranty surety, guarantee or credit or liquidity enhancement to such SPC. This Section 11.06(h) may not be amended without the written consent of each SPC that has made a Loan which is outstanding at the time of any such amendment.

Other Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender Lender, (a “Granting Lender”"GRANTING LENDER") may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower (an “"SPC”") the option to provide fund all or any part of any Loan that such Granting Lender would otherwise be obligated to make fund pursuant to this Agreement; provided PROVIDED, that (i) nothing herein shall constitute a commitment by any SPC to fund any Loan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make fund all or any part of such Loan, the Granting Lender shall be obligated to make fund such Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.03(b). Each party hereto hereby agrees that (i) neither the grant to any SPC nor the exercise by any SPC of such option shall increase the costs or expenses or otherwise increase or change the obligations of the Borrower under this Agreement (including its obligations under Section 3.04)hereof, (iiiii) no SPC shall be liable for have any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, voting rights pursuant to SECTION 10.01 and (iiiiv) with respect to notices, payments and other matters hereunder, the Borrower, the Administrative Agent and the Lenders shall not be obligated to deal with an SPC, but may limit their communications and other dealings relevant to such SPC to the applicable Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunderLender. The making funding of a Loan by an SPC hereunder shall utilize the Revolving Commitment of the Granting Lender to the same extentextent that, and as if, such Loan were made funded by such Granting Lender. In furtherance of the foregoing, each Each party hereto hereby agrees (that no SPC shall be liable for any indemnity or payment under this Agreement for which agreement shall survive the termination of this Agreement) thata Lender would otherwise be liable for so long as, prior and to the date that is one year and one day after extent, the payment in full of all outstanding commercial paper Granting Lender provides such indemnity or other Finance Obligations of any SPC, it will not institute against, or join any other Person in instituting against, makes such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereofpayment. Notwithstanding anything to the contrary contained hereinin this Agreement, any SPC may (i) with notice to, but without prior consent of the Borrower and the Administrative Agent and with the payment of a processing fee of $3,500, assign all or any portion of its right to receive payment with respect to any Loan to the Granting Lender and (ii) disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety or guaranty or credit or liquidity enhancement guarantee to such SPC. This SUBSECTION (h) may not be amended without the prior written consent of each Granting Lender, all or any part of whose Loan is being funded by an SPC at the time of such amendment.

Other Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “"Granting Lender”") may grant to a special purpose funding vehicle (a "SPC"), identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower (an “SPC”) Caxxxxxxx, the option to provide to any Borrower all or any part of any Loan that such Granting Lender would otherwise be obligated to make to any such Borrower pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund make any LoanLoan or shall reduce the Commitment of any Granting Lender, and (ii) if an any SPC elects not to exercise such option or otherwise fails to make provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.03(b). Each party hereto hereby agrees that (i) neither the grant to any SPC nor the exercise by any SPC of such option shall increase the costs or expenses or otherwise increase or change the obligations of the Borrower under this Agreement (including its obligations under Section 3.04), (ii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (iii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunderAgreement. The making of a Loan by an any SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. Each party to this Agreement hereby agrees that no SPC shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Lender pursuant to the terms of this Agreement and the other Loan Documents). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other Finance Obligations senior indebtedness of any SPC, it will not institute against, or join any other Person person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, insolvency or liquidation proceeding proceedings under the laws of the United States or any State thereof. Notwithstanding In addition, notwithstanding anything to the contrary contained hereinin this Section 11.06(h), any SPC may (i) with notice to, but without the prior written consent of the Borrower and of, Caxxxxxxx xnd the Administrative Agent and with the payment of a without paying any processing fee of $3,500therefor, assign all or any a portion of its right to receive payment with respect to interests in any Loan Loans to the Granting Lender or to any financial institutions (consented to in writing by Caxxxxxxx xnd Administrative Agent) providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Loans and (ii) disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety or guaranty surety, guarantee or credit or liquidity enhancement to such SPC. This Section 11.06(h) may not be amended without the written consent of each SPC that has made a Loan which is outstanding at the time of any such amendment.

Other Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower (an “SPC”) the option to provide fund all or any part of any Loan that such Granting Lender would otherwise be obligated to make fund pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any Loan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make fund all or any part of such Loan, the Granting Lender shall be obligated to make fund such Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.03(b). Each party hereto hereby agrees that (i) neither the grant to any SPC nor the exercise by any SPC of such option shall increase the costs or expenses or otherwise increase or change the obligations of the Borrower under this Agreement (including its obligations under Section 3.04)hereof, (iiiii) no SPC shall be liable for have any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, voting rights pursuant to Section 10.01 and (iiiiv) with respect to notices, payments and other matters hereunder, the Borrower, the Administrative Agent and the Lenders shall not be obligated to deal with an SPC, but may limit their communications and other dealings relevant to such SPC to the applicable Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunderLender. The making funding of a Loan by an SPC hereunder shall utilize the Revolving Commitment or Multi-Currency Revolving Commitment, as applicable, of the Granting Lender to the same extentextent that, and as if, such Loan were made funded by such Granting Lender. In furtherance of the foregoing, each Each party hereto hereby agrees (that no SPC shall be liable for any indemnity or payment under this Agreement for which agreement shall survive the termination of this Agreement) thata Lender would otherwise be liable for so long as, prior and to the date that is one year and one day after extent, the payment in full of all outstanding commercial paper Granting Lender provides such indemnity or other Finance Obligations of any SPC, it will not institute against, or join any other Person in instituting against, makes such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereofpayment. Notwithstanding anything to the contrary contained hereinin this Agreement, any SPC may (i) with notice to, but without prior consent of the Borrower and the Administrative Agent and with the payment of a processing fee of $3,500, assign all or any portion of its right to receive payment with respect to any Loan to the Granting Lender and (ii) disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety or guaranty or credit or liquidity enhancement guarantee to such SPC. This subsection (h) may not be amended without the prior written consent of each Granting Lender, all or any part of whose Loan is being funded by an SPC at the time of such amendment.

Other Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “"Granting Lender”") may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower (an “"SPC”") the option to provide fund all or any part of any Loan that such Granting Lender would otherwise be obligated to make fund pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any Loan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make fund all or any part of such Loan, the Granting Lender shall be obligated to make fund such Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.03(b). Each party hereto hereby agrees that (i) neither the grant to any SPC nor the exercise by any SPC of such option shall increase the costs or expenses or otherwise increase or change the obligations of the Borrower under this Agreement (including its obligations under Section 3.04)hereof, (iiiii) no SPC shall be liable for have any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, voting rights pursuant to Section 10.01 and (iiiiv) with respect to notices, payments and other matters hereunder, the Borrower, the Administrative Agent and the Lenders shall not be obligated to deal with an SPC, but may limit their communications and other dealings relevant to such SPC to the applicable Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunderLender. The making funding of a Loan by an SPC hereunder shall utilize the Revolving Commitment of the Granting Lender to the same extentextent that, and as if, such Loan were made funded by such Granting Lender. In furtherance of the foregoing, each Each party hereto hereby agrees (that no SPC shall be liable for any indemnity or payment under this Agreement for which agreement shall survive the termination of this Agreement) thata Lender would otherwise be liable for so long as, prior and to the date that is one year and one day after extent, the payment in full of all outstanding commercial paper Granting Lender provides such indemnity or other Finance Obligations of any SPC, it will not institute against, or join any other Person in instituting against, makes such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereofpayment. Notwithstanding anything to the contrary contained hereinin this Agreement, any SPC may (i) with notice to, but without prior consent of the Borrower and the Administrative Agent and with the payment of a processing fee of $3,500, assign all or any portion of its right to receive payment with respect to any Loan to the Granting Lender and (ii) disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety or guaranty or credit or liquidity enhancement guarantee to such SPC. This subsection (h) may not be amended without the prior written consent of each Granting Lender, all or any part of whose Loan is being funded by an SPC at the time of such amendment.

Other Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender Lender, (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower (an “SPC”) the option to provide fund all or any part of any Loan that such Granting Lender would otherwise be obligated to make fund pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any Loan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make fund all or any part of such Loan, the Granting Lender shall be obligated to make fund such Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.03(b). Each party hereto hereby agrees that (i) neither the grant to any SPC nor the exercise by any SPC of such option shall increase the costs or expenses or otherwise increase or change the obligations of the Borrower under this Agreement (including its obligations under Section 3.04)hereof, (iiiii) no SPC shall be liable for have any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, voting rights pursuant to Section 10.01 and (iiiiv) with respect to notices, payments and other matters hereunder, the Borrower, the Administrative Agent and the Lenders shall not be obligated to deal with an SPC, but may limit their communications and other dealings relevant to such SPC to the applicable Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunderLender. The making funding of a Loan by an SPC hereunder shall utilize the Revolving Commitment of the Granting Lender to the same extentextent that, and as if, such Loan were made funded by such Granting Lender. In furtherance of the foregoing, each Each party hereto hereby agrees (that no SPC shall be liable for any indemnity or payment under this Agreement for which agreement shall survive the termination of this Agreement) thata Lender would otherwise be liable for so long as, prior and to the date that is one year and one day after extent, the payment in full of all outstanding commercial paper Granting Lender provides such indemnity or other Finance Obligations of any SPC, it will not institute against, or join any other Person in instituting against, makes such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereofpayment. Notwithstanding anything to the contrary contained hereinin this Agreement, any SPC may (i) with notice to, but without prior consent of the Borrower and the Administrative Agent and with the payment of a processing fee of $3,500, assign all or any portion of its right to receive payment with respect to any Loan to the Granting Lender and (ii) disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety or guaranty or credit or liquidity enhancement guarantee to such SPC. This subsection (h) may not be amended without the prior written consent of each Granting Lender, all or any part of whose Loan is being funded by an SPC at the time of such amendment.

Other Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (a “SPC”), identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower (an “SPC”) Cxxxxxxxx, the option to provide to any Borrower all or any part of any Loan that such Granting Lender would otherwise be obligated to make to any such Borrower pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund make any LoanLoan or shall reduce the Commitment of any Granting Lender, and (ii) if an any SPC elects not to exercise such option or otherwise fails to make provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.03(b). Each party hereto hereby agrees that (i) neither the grant to any SPC nor the exercise by any SPC of such option shall increase the costs or expenses or otherwise increase or change the obligations of the Borrower under this Agreement (including its obligations under Section 3.04), (ii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (iii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunderAgreement. The making of a Loan by an any SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. Each party to this Agreement hereby agrees that no SPC shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Lender pursuant to the terms of this Agreement and the other Loan Documents). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other Finance Obligations senior indebtedness of any SPC, it will not institute against, or join any other Person person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, insolvency or liquidation proceeding proceedings under the laws of the United States or any State thereof. Notwithstanding In addition, notwithstanding anything to the contrary contained hereinin this Section 11.06(h), any SPC may (i) with notice to, but without the prior written consent of the Borrower of, Cxxxxxxxx and the Administrative Agent and with the payment of a without paying any processing fee of $3,500therefor, assign all or any a portion of its right to receive payment with respect to interests in any Loan Loans to the Granting Lender or to any financial institutions (consented to in writing by Cxxxxxxxx and Administrative Agent) providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Loans and (ii) disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety or guaranty surety, guarantee or credit or liquidity enhancement to such SPC. This Section 11.06(h) may not be amended without the written consent of each SPC that has made a Loan which is outstanding at the time of any such amendment.

Other Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (a “SPC”), identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower (an “SPC”) Xxxxxxxxx, the option to provide to any Borrower all or any part of any Loan that such Granting Lender would otherwise be obligated to make to any such Borrower pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund make any LoanLoan or shall reduce the Commitment of any Granting Lender, and (ii) if an any SPC elects not to exercise such option or otherwise fails to make provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.03(b). Each party hereto hereby agrees that (i) neither the grant to any SPC nor the exercise by any SPC of such option shall increase the costs or expenses or otherwise increase or change the obligations of the Borrower under this Agreement (including its obligations under Section 3.04), (ii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (iii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunderAgreement. The making of a Loan by an any SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. Each party to this Agreement hereby agrees that no SPC shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Lender pursuant to the terms of this Agreement and the other Loan Documents). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other Finance Obligations senior indebtedness of any SPC, it will not institute against, or join any other Person person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, insolvency or liquidation proceeding proceedings under the laws of the United States or any State thereof. Notwithstanding In addition, notwithstanding anything to the contrary contained hereinin this Section 11.06(h), any SPC may (i) with notice to, but without the prior written consent of the Borrower of, Xxxxxxxxx and the Administrative Agent and with the payment of a without paying any processing fee of $3,500therefor, assign all or any a portion of its right to receive payment with respect to interests in any Loan Loans to the Granting Lender or to any financial institutions (consented to in writing by Xxxxxxxxx and Administrative Agent) providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Loans and (ii) disclose on a confidential basis any non-–public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety or guaranty surety, guarantee or credit or liquidity enhancement to such SPC. This Section 11.06(h) may not be amended without the written consent of each SPC that has made a Loan which is outstanding at the time of any such amendment.

Other Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”"GRANTING LENDER") may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower (an “"SPC”") the option to provide fund all or any part of any Loan or accept all or any portion of any Bankers' Acceptance that such Granting Lender would otherwise be obligated to make fund or accept pursuant to this Agreement; provided PROVIDED that (i) nothing herein shall constitute a commitment by any SPC to fund any LoanLoan or accept any Bankers' Acceptance, and (ii) if an SPC elects not to exercise such option or otherwise fails to make fund all or any part of such LoanLoan or accept all or any portion of any such Bankers' Acceptance, the Granting Lender shall be obligated to make fund such Loan or accept such Bankers' Acceptance pursuant to the terms hereof orhereof, if it fails (iii) no SPC shall have any voting rights pursuant to do soSECTION 10.03 and (iv) with respect to notices, payments and other matters hereunder, the Borrowers, the Administrative Agents and the Lenders shall not be obligated to make deal with an SPC, but may limit their communications and other dealings relevant to such payment SPC to the Administrative Agent applicable Granting Lender. The funding of a Loan or acceptance of any Bankers' Acceptance by an SPC hereunder shall utilize the relevant Revolving Commitment of the Granting Lender to the same extent that, and as is required under Section 2.03(b)if, such Loan were funded or such Bankers' Acceptance were accepted by such Granting Lender. Each party hereto hereby agrees that (i) neither the grant to any SPC nor the exercise by any SPC of such option shall increase the costs or expenses or otherwise increase or change the obligations of the Borrower under this Agreement (including its obligations under Section 3.04), (ii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would otherwise be liableliable for so long as, and (iii) to the extent, the Granting Lender shall for all purposes, including the approval of any amendment, waiver provides such indemnity or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, makes such Loan were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other Finance Obligations of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereofpayment. Notwithstanding anything to the contrary contained hereinin this Agreement, any SPC may (i) with notice to, but without prior consent of the Borrower and the Administrative Agent and with the payment of a processing fee of $3,500, assign all or any portion of its right to receive payment with respect to any Loan to the Granting Lender and (ii) disclose on a confidential basis any non-public information relating to its funding of Loans and/or acceptance of Bankers' Acceptances to any rating agency, commercial paper dealer or provider of any surety or guaranty or credit or liquidity enhancement guarantee to such SPC. This SUBSECTION (i) may not be amended without the prior written consent of each Granting Lender, all or any part of whose Loan is being funded or whose Bankers' Acceptances have been accepted by an SPC at the time of such amendment.

Other Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender Lender, (a “Granting Lender”"GRANTING LENDER") may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower (an “"SPC”") the option to provide fund all or any part of any Loan that such Granting Lender would otherwise be obligated to make fund pursuant to this Agreement; provided PROVIDED, that (i) nothing herein shall constitute a commitment by any SPC to fund any Loan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make fund all or any part of such Loan, the Granting Lender shall be obligated to make fund such Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.03(b). Each party hereto hereby agrees that (i) neither the grant to any SPC nor the exercise by any SPC of such option shall increase the costs or expenses or otherwise increase or change the obligations of the Borrower under this Agreement (including its obligations under Section 3.04)hereof, (iiiii) no SPC shall be liable for have any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, voting rights pursuant to SECTION 10.01 and (iiiiv) with respect to notices, payments and other matters hereunder, the Borrower, the Administrative Agent and the Lenders shall not be obligated to deal with an SPC, but may limit their communications and other dealings relevant to such SPC to the applicable Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunderLender. The making funding of a Loan by an SPC hereunder shall utilize the Revolving Commitment of the Granting Lender to the same extentextent that, and as if, such Loan were made funded by such Granting Lender. In furtherance of the foregoing, each Each party hereto hereby agrees (that no SPC shall be liable for any indemnity or payment under this Agreement for which agreement shall survive the termination of this Agreement) thata Lender would otherwise be liable for so long as, prior and to the date that is one year and one day after extent, the payment in full of all outstanding commercial paper Granting Lender provides such indemnity or other Finance Obligations of any SPC, it will not institute against, or join any other Person in instituting against, makes such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereofpayment. Notwithstanding anything to the contrary contained hereinin this Agreement, any SPC may (i) with notice to, but without prior consent of the Borrower and the Administrative Agent and with the payment of a processing fee of $3,500, assign all or any portion of its right to receive payment with respect to any Loan to the Granting Lender and (ii) disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety or guaranty or credit or liquidity enhancement guarantee to such SPC. This subSECTION (h) may not be amended without the prior written consent of each Granting Lender, all or any part of whose Loan is being funded by an SPC at the time of such amendment.