Common use of SPC Loans Clause in Contracts

SPC Loans. Notwithstanding anything to the contrary contained herein, any Lender may grant to a special purpose funding vehicle (an "SPC") sponsored by such Lender, identified as such in writing from time to time by such Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part of any Loan that the Lender would otherwise be obligated to make to the Borrower pursuant to the terms hereof; provided that (i) nothing herein shall constitute a commitment to make any Loan by any SPC, and (ii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Lender shall be obligated to make such Loan pursuant to the terms hereof. The making of a Loan by an SPC hereunder shall utilize the Commitment of such Lender to the same extent, and as if, such Loan were made by the Lender. Any SPC that makes a Loan shall (i) have in regard to such Loan all of the rights (exercisable, however, only through the Lender as its agent) that the Lender would have had if it had made such Loan directly (including but not limited to the rights under Sections 3.4.4, 3.4.5, 3.6 and 9.1) and (ii) be deemed to have made the representations made herein by each Lender and comply with this Agreement in regard to such Loan as if the SPC were a party hereto; provided that all monetary obligations of a lender under this Agreement shall remain solely with the Lender. Notwithstanding any Loans that may be provided by an SPC hereunder, (i) the Administrative Agent, the Swingline Lender, the Insurer and Borrower shall be entitled to continue to deal solely and directly with the Lender in connection with this Agreement, (ii) the Lender shall remain fully liable to the Administrative Agent, to the Swingline Lender and to the Borrower for the timely performance of all obligations of the Lender under this Agreement and (iii) none of the Administrative Agent, the Insurer or the Borrower shall be obligated at any time to pay to any SPC or to the Lender any greater amounts pursuant to the terms hereof than it would have been required to pay had the Lender made such Loans directly (except to the extent that the interest payable on a Cost of Funds Rate Loan may exceed the interest payable on a Eurodollar Rate Loan and except as specified in the preceding sentence). Each SPC that provides a Loan hereunder shall simultaneously provide the Administrative Agent and the Borrower with a written undertaking to comply with the confidentiality provisions specified in Section 9.

SPC Loans. Notwithstanding anything to the contrary contained herein, any Lender Bank (a “Granting Bank”) may grant to a one special purpose funding vehicle (an "a “SPC"”) sponsored by such LenderGranting Bank, as identified as such in writing from time to time by such Lender Granting Bank to the Administrative Agent and the BorrowerBorrower from time to time (including, without limitation, by the execution of this Agreement on the date hereof by a Granting Bank and its SPC identified as such on the signature pages hereof), the option to provide to the Borrower all or any part of any Loan that the Lender such Granting Bank would otherwise be obligated to make to the Borrower pursuant to the terms hereof; provided provided, that (i) nothing herein shall constitute a commitment to make any Loan by any SPC, and (ii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Lender Granting Bank shall be obligated to make such Loan pursuant to the terms hereof. The making of a Loan by an SPC hereunder shall utilize the Commitment of such Lender Granting Bank to the same extent, and as if, such Loan were made by the Lendersuch Granting Bank. Any SPC that makes a Loan shall (i) have in regard to such Loan all of the rights (exercisable, however, only through the Lender its Granting Bank acting as its agent) that the Lender such Granting Bank would have had if it had made such Loan directly (including but not limited to the rights under Sections 3.4.4directly, 3.4.5, 3.6 and 9.1) and (ii) be deemed to have made the representations made herein by each Lender and comply with this Agreement in regard to such Loan on the same terms as if the SPC were a any other Bank party hereto; provided that (A) the Granting Bank’s Commitment shall remain the Commitment of such Granting Bank, and (B) all monetary obligations of a lender an SPC hereunder in respect of any Loan it provides shall remain the obligations of such Granting Bank to the extent at any time that such SPC elects not to or otherwise fails to perform or pay any such obligation. Each party hereto hereby agrees that no SPC shall be liable for any payment under this Agreement shall remain solely with for which a Bank would otherwise be liable for so long as, and to the Lenderextent, its sponsoring Granting Bank makes such payment. Notwithstanding any Loans Loan that may be provided by an SPC hereunder, (i) the Administrative Agent, the Swingline Lender, the Insurer Agent and Borrower shall be entitled to continue to communicate and deal solely and directly with the Lender Granting Bank in accordance with this Agreement in respect of such Loan. Each SPC that is a signatory hereto, and each SPC that subsequently is identified by its Granting Bank as having been granted such option, shall be deemed to have confirmed (and the Borrower and the Administrative Agent may require a written acknowledgment of such confirmation signed by any SPC not a signatory hereto that is subsequently so identified by its Granting Bank) to the Borrower and the Administrative Agent that (a) it has received a copy of the Agreement and each Loan Document, together with copies of the financial statements heretofore provided to the Banks under the terms of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (b) agrees that it will independently and without reliance upon the Administrative Agent, its Granting Bank or any other Bank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Agreement and any other Loan Document; (c) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and any other Loan Document as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; (d) agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement and any other Loan Document are required to be performed by it as a Bank, subject to the terms of this Section 8.6; and (e) appoints its Granting Bank, or a specified branch or Affiliate thereof, as its agent and attorney in fact and grants to its Granting Bank an irrevocable power of attorney to receive payments made for the benefit of such SPC under this Agreement, to deliver and receive all communications and notices under this Agreement and other Loan Documents and to exercise on such SPC’s behalf all rights to vote and to grant and make approvals, waivers, consents of amendments to or under this Agreement and other Loan Documents. Any document executed by such agent on such SPC’s behalf in connection with this Agreement or other Loan Documents shall be binding on such SPC. In furtherance of the foregoing, all the Banks and the Administrative Agent each hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one (1) year and one (1) day after the payment in full of all outstanding commercial paper or other senior indebtedness 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 proceedings or similar proceedings under the laws of the United States or any State thereof. In addition, notwithstanding anything to the contrary contained in Section 9.6(c), any SPC may (i) with notice to, but without the prior written consent of, the Borrower or Administrative Agent, and without the payment of any processing fee therefor, assign all or a portion of its interests in any Loans to its Granting Bank or to any financial institutions consented to by the Borrower and the Administrative Agent (and, subject to all of the provisions of this paragraph, such consents shall be deemed to have been granted with respect to any SPC signatory hereto on the date hereof) providing liquidity and/or credit facilities 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 Loans to any rating agency, commercial paper dealer or provider of liquidity and/or credit facilities to such SPC. Nothing in this Section 8.6 that would affect the Lender shall remain fully liable to the Administrative Agent, to the Swingline Lender and to the Borrower for the timely performance of all rights or obligations of an SPC may be amended without the Lender under this Agreement and (iii) none written consent of the Administrative Agent, the Insurer or the Borrower shall be obligated at any time to pay to any SPC or to that has any Loan outstanding at the Lender any greater amounts pursuant to the terms hereof than it would have been required to pay had the Lender made time of such Loans directly (except to the extent that the interest payable on a Cost of Funds Rate Loan may exceed the interest payable on a Eurodollar Rate Loan and except as specified in the preceding sentence). Each SPC that provides a Loan hereunder shall simultaneously provide the Administrative Agent and the Borrower with a written undertaking to comply with the confidentiality provisions specified in Section 9amendment.

SPC Loans. Notwithstanding anything to the contrary contained herein, any Lender may grant to a special purpose funding vehicle (an "“SPC"”) sponsored by such Lender, identified as such in writing from time to time by such Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part of any Loan that the Lender would otherwise be obligated to make to the Borrower pursuant to the terms hereof; provided that (i) nothing herein shall constitute a commitment to make any Loan by any SPC, and (ii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Lender shall be obligated to make such Loan pursuant to the terms hereof. The making of a Loan by an SPC hereunder shall utilize the Commitment of such Lender to the same extent, and as if, such Loan were made by the Lender. Any SPC that makes a Loan shall (i) have in regard to such Loan all of the rights (exercisable, however, only through the Lender as its agent) that the Lender would have had if it had made such Loan directly (including but not limited to the rights under Sections 3.4.4, 3.4.5, 3.6 and 9.1) and (ii) be deemed to have made the representations made herein by each Lender and comply with this Agreement in regard to such Loan as if the SPC were a party hereto; provided that all monetary obligations of a lender under this Agreement shall remain solely with the Lender. Notwithstanding any Loans that may be provided by an SPC hereunder, (i) the Administrative Agent, the Swingline Lender, Lender and the Insurer and Borrower shall be entitled to continue to deal solely and directly with the Lender in connection with this Agreement, (ii) the Lender shall remain fully liable to the Administrative Agent, to the Swingline Lender and to the Borrower for the timely performance of all obligations of the Lender under this Agreement and (iii) none of the Administrative Agent, the Insurer Agent or the Borrower shall be obligated at any time to pay to any SPC or to the Lender any greater amounts pursuant to the terms hereof than it would have been required to pay had the Lender made such Loans directly (except to the extent that the interest payable on a Cost of Funds Rate Loan may exceed the interest payable on a Eurodollar Rate LIBOR Loan and except as specified in the preceding sentence). Each SPC that provides a Loan hereunder shall simultaneously provide the Administrative Agent and the Borrower with a written undertaking to comply with the confidentiality provisions specified in Section 99.15. The Borrower, all the Lenders and the Administrative Agent each hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one (1) year and one (1) day after the payment in full of all outstanding commercial paper or other senior indebtedness 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 proceedings under the laws of the United States or any State thereof. In addition, notwithstanding anything to the contrary contained in this Section 3.8 or Section 9.4, any SPC may (i) with notice to, but without the prior written consent of, the Borrower or the Administrative Agent, without the payment of the processing fee therefor, assign all or a portion of its interests in any Loans to the Lender or to any financial institutions consented to by the Borrower and the Administrative Agent providing liquidity and/or credit facilities 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 Loans to any rating agency. Nothing in this section that would affect the rights or obligations of an SPC may be amended without the written consent of any SPC that has Loans outstanding at the time of the amendment.

SPC Loans. Notwithstanding anything to the contrary contained herein, any Lender Bank (a “Granting Bank”) may grant to a one special purpose funding vehicle (an "a “SPC"”) sponsored by such LenderGranting Bank, as identified as such in writing from time to time by such Lender Granting Bank to the Administrative Agent and the BorrowerBorrower from time to time (including, without limitation, by the execution of this Agreement on the date hereof by a Granting Bank and its SPC identified as such on the signature pages hereof), the option to provide to the Borrower all or any part of any Loan that the Lender such Granting Bank would otherwise be obligated to make to the Borrower pursuant to the terms hereof; provided provided, that (i) nothing herein shall constitute a commitment to make any Loan by any SPC, and (ii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Lender Granting Bank shall be obligated to make such Loan pursuant to the terms hereof. The making of a Loan by an SPC hereunder shall utilize the Commitment of such Lender Granting Bank to the same extent, and as if, such Loan were made by the Lendersuch Granting Bank. Any SPC that makes a Loan shall (i) have in regard to such Loan all of the rights (exercisable, however, only through the Lender its Granting Bank acting as its agent) that the Lender such Granting Bank would have had if it had made such Loan directly (including but not limited to the rights under Sections 3.4.4directly, 3.4.5, 3.6 and 9.1) and (ii) be deemed to have made the representations made herein by each Lender and comply with this Agreement in regard to such Loan on the same terms as if the SPC were a any other Bank party hereto; provided that (A) the Granting Bank's Commitment shall remain the Commitment of such Granting Bank, and (B) all monetary obligations of a lender an SPC hereunder in respect of any Loan it provides shall remain the obligations of such Granting Bank to the extent at any time that such SPC elects not to or otherwise fails to perform or pay any such obligation. Each party hereto hereby agrees that no SPC shall be liable for any payment under this Agreement shall remain solely with for which a Bank would otherwise be liable for so long as, and to the Lenderextent, its sponsoring Granting Bank makes such payment. Notwithstanding any Loans Loan that may be provided by an SPC hereunder, (i) the Administrative Agent, the Swingline Lender, the Insurer Agent and Borrower shall be entitled to continue to communicate and deal solely and directly with the Lender Granting Bank in accordance with this Agreement in respect of such Loan. Each SPC that is a signatory hereto, and each SPC that subsequently is identified by its Granting Bank as having been granted such option, shall be deemed to have confirmed (and the Borrower and the Administrative Agent may require a written acknowledgment of such confirmation signed by any SPC not a signatory hereto that is subsequently so identified by its Granting Bank) to the Borrower and the Administrative Agent that (a) it has received a copy of the Agreement and each Loan Document, together with copies of the financial statements heretofore provided to the Banks under the terms of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (b) agrees that it will independently and without reliance upon the Administrative Agent, its Granting Bank or any other Bank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Agreement and any other Loan Document; (c) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and any other Loan Document as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; (d) agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement and any other Loan Document are required to be performed by it as a Bank, subject to the terms of this Section 8.6; and (e) appoints its Granting Bank, or a specified branch or Affiliate thereof, as its agent and attorney in fact and grants to its Granting Bank an irrevocable power of attorney to receive payments made for the benefit such SPC under this Agreement, to deliver and receive all communications and notices under this Agreement and other Loan Documents and to exercise on such SPC's behalf all rights to vote and to grant and make approvals, waivers, consents of amendments to or under this Agreement and other Loan Documents. Any document executed by such agent on such SPC's behalf in connection with this Agreement or other Loan Documents shall be binding on such SPC. In furtherance of the foregoing, all the Banks and the Administrative Agent each hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one (1) year and one (1) day after the payment in full of all outstanding commercial paper or other senior indebtedness 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 proceedings or similar proceedings under the laws of the United States or any State thereof. In addition, notwithstanding anything to the contrary contained in Section 9.6(c), any SPC may (i) with notice to, but without the prior written consent of, the Borrower or Administrative Agent, and without the payment of any processing fee therefor, assign all or a portion of its interests in any Loans to its Granting Bank or to any financial institutions consented to by the Borrower and the Administrative Agent (and, subject to all of the provisions of this paragraph, such consents shall be deemed to have been granted with respect to any SPC signatory hereto on the date hereof) providing liquidity and/or credit facilities 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 Loans to any rating agency, commercial paper dealer or provider of liquidity and/or credit facilities to such SPC. Nothing in this Section 8.6 that would affect the Lender shall remain fully liable to the Administrative Agent, to the Swingline Lender and to the Borrower for the timely performance of all rights or obligations of an SPC may be amended without the Lender under this Agreement and (iii) none written consent of the Administrative Agent, the Insurer or the Borrower shall be obligated at any time to pay to any SPC or to that has any Loan outstanding at the Lender any greater amounts pursuant to the terms hereof than it would have been required to pay had the Lender made time of such Loans directly (except to the extent that the interest payable on a Cost of Funds Rate Loan may exceed the interest payable on a Eurodollar Rate Loan and except as specified in the preceding sentence). Each SPC that provides a Loan hereunder shall simultaneously provide the Administrative Agent and the Borrower with a written undertaking to comply with the confidentiality provisions specified in Section 9amendment.

SPC Loans. Notwithstanding anything to the --------- contrary contained herein, any Lender Bank (a "Granting Bank") may grant to a one special ------------- purpose funding vehicle (an "SPC") sponsored by such LenderGranting Bank, as --- identified as such in writing from time to time by such Lender Granting Bank to the Administrative Agent and the BorrowerBorrower from time to time (including, without limitation, by the execution of this Agreement on the date hereof by a Granting Bank and its SPC identified as such on the signature pages hereof), the option to provide to the Borrower all or any part of any Loan that the Lender such Granting Bank would otherwise be obligated to make to the Borrower pursuant to the terms hereof; provided provided, that (i) nothing herein shall -------- constitute a commitment to make any Loan by any SPC, and (ii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Lender Granting Bank shall be obligated to make such Loan pursuant to the terms hereof. The making of a Loan by an SPC hereunder shall utilize the Commitment of such Lender Granting Bank to the same extent, and as if, such Loan were made by the Lendersuch Granting Bank. Any SPC that makes a Loan shall (i) have in regard to such Loan all of the rights (exercisable, however, only through the Lender its Granting Bank acting as its agent) that the Lender such Granting Bank would have had if it had made such Loan directly (including but not limited to the rights under Sections 3.4.4directly, 3.4.5, 3.6 and 9.1) and (ii) be deemed to have made the representations made herein by each Lender and comply with this Agreement in regard to such Loan on the same terms as if the SPC were a any other Bank party hereto; provided that (A) the Granting Bank's Commitment shall remain the Commitment of such Granting Bank, and (B) all monetary obligations of a lender an SPC hereunder in respect of any Loan it provides shall remain the obligations of such Granting Bank to the extent at any time that such SPC elects not to or otherwise fails to perform or pay any such obligation. Each party hereto hereby agrees that no SPC shall be liable for any payment under this Agreement shall remain solely with for which a Bank would otherwise be liable for so long as, and to the Lenderextent, its sponsoring Granting Bank makes such payment. Notwithstanding any Loans Loan that may be provided by an SPC hereunder, (i) the Administrative Agent, the Swingline Lender, the Insurer Agent and Borrower shall be entitled to continue to communicate and deal solely and directly with the Lender Granting Bank in accordance with this Agreement in respect of such Loan. Each SPC that is a signatory hereto, and each SPC that subsequently is identified by its Granting Bank as having been granted such option, shall be deemed to have confirmed (and the Borrower and the Administrative Agent may require a written acknowledgment of such confirmation signed by any SPC not a signatory hereto that is subsequently so identified by its Granting Bank) to the Borrower and the Administrative Agent that (a) it has received a copy of the Agreement and each Loan Document, together with copies of the financial statements heretofore provided to the Banks under the terms of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (b) agrees that it will independently and without reliance upon the Administrative Agent, its Granting Bank or any other Bank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Agreement and any other Loan Document; (c) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and any other Loan Document as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; (d) agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement and any other Loan Document are required to be performed by it as a Bank, subject to the terms of this Section ------- 8.6; and (e) appoints its Granting Bank, or a specified branch or affiliate --- thereof, as its agent and attorney in fact and grants to its Granting Bank an irrevocable power of attorney to receive payments made for the benefit such SPC under this Agreement, to deliver and receive all communications and notices under this Agreement and other Loan Documents and to exercise on such SPC's behalf all rights to vote and to grant and make approvals, waivers, consents of amendments to or under this Agreement and other Loan Documents. Any document executed by such agent on such SPC's behalf in connection with this Agreement or other Loan Documents shall be binding on such SPC. In furtherance of the foregoing, all the Banks and the Administrative Agent each hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one (1) year and one (1) day after the payment in full of all outstanding commercial paper or other senior indebtedness 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 proceedings or similar proceedings under the laws of the United States or any State thereof. In addition, notwithstanding anything to the contrary contained in Section 9.6(c), any SPC may (i) with notice to, but without the prior written consent of, the Borrower or Administrative Agent, and without the payment of any processing fee therefor, assign all or a portion of its interests in any Loans to its Granting Bank or to any financial institutions consented to by the Borrower and the Administrative Agent (and, subject to all of the provisions of this paragraph, such consents shall be deemed to have been granted with respect to any SPC signatory hereto on the date hereof) providing liquidity and/or credit facilities 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 Loans to any rating agency, commercial paper dealer or provider of liquidity and/or credit facilities to such SPC. Nothing in this Section 8.6 that would affect the Lender shall remain fully liable to the Administrative Agent, to the Swingline Lender and to the Borrower for the timely performance of all rights or obligations of an SPC may be amended without the Lender under this Agreement and (iii) none written consent of the Administrative Agent, the Insurer or the Borrower shall be obligated at any time to pay to any SPC or to that has any Loan outstanding at the Lender any greater amounts pursuant to the terms hereof than it would have been required to pay had the Lender made time of such Loans directly (except to the extent that the interest payable on a Cost of Funds Rate Loan may exceed the interest payable on a Eurodollar Rate Loan and except as specified in the preceding sentence). Each SPC that provides a Loan hereunder shall simultaneously provide the Administrative Agent and the Borrower with a written undertaking to comply with the confidentiality provisions specified in Section 9amendment.

SPC Loans. Notwithstanding anything to the contrary contained herein, any Lender Bank (a “Granting Bank”) may grant to a one special purpose funding vehicle (an "a “SPC"”) sponsored by such LenderGranting Bank, as identified as such in writing from time to time by such Lender Granting Bank to the Administrative Agent and the BorrowerBorrower from time to time (including, without limitation, by the execution of this Agreement on the date hereof by a Granting Bank and its SPC identified as such on the signature pages hereof), the option to provide to the Borrower all or any part of any Loan that the Lender such Granting Bank would otherwise be obligated to make to the Borrower pursuant to the terms hereof; provided provided, that (i) nothing herein shall constitute a commitment to make any Loan by any SPC, and (ii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Lender Granting Bank shall be obligated to make such Loan pursuant to the terms hereof. The making of a Loan by an SPC hereunder shall utilize the Commitment of such Lender Granting Bank to the same extent, and as if, such Loan were made by the Lendersuch Granting Bank. Any SPC that makes a Loan shall (i) have in regard to such Loan all of the rights (exercisable, however, only through the Lender its Granting Bank acting as its agent) that the Lender such Granting Bank would have had if it had made such Loan directly (including but not limited to the rights under Sections 3.4.4directly, 3.4.5, 3.6 and 9.1) and (ii) be deemed to have made the representations made herein by each Lender and comply with this Agreement in regard to such Loan on the same terms as if the SPC were a any other Bank party hereto; provided that (A) the Granting Bank’s Commitment shall remain the Commitment of such Granting Bank, and (B) all monetary obligations of a lender an SPC hereunder in respect of any Loan it provides shall remain the obligations of such Granting Bank to the extent at any time that such SPC elects not to or otherwise fails to perform or pay any such obligation. Each party hereto hereby agrees that no SPC shall be liable for any payment under this Agreement shall remain solely with for which a Bank would otherwise be liable for so long as, and to the Lenderextent, its sponsoring Granting Bank makes such payment. Notwithstanding any Loans Loan that may be provided by an SPC hereunder, (i) the Administrative Agent, the Swingline Lender, the Insurer Agent and Borrower shall be entitled to continue to communicate and deal solely and directly with the Lender Granting Bank in accordance with this Agreement in respect of such Loan. Each SPC that is a signatory hereto, and each SPC that subsequently is identified by its Granting Bank as having been granted such option, shall be deemed to have confirmed (and the Borrower and the Administrative Agent may require a written acknowledgment of such confirmation signed by any SPC not a signatory hereto that is subsequently so identified by its Granting Bank) to the Borrower and the Administrative Agent that (a) it has received a copy of the Agreement and each Loan Document, together with copies of the financial statements heretofore provided to the Banks under the terms of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (b) agrees that it will independently and without reliance upon the Administrative Agent, its Granting Bank or any other Bank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Agreement and any other Loan Document; (c) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and any other Loan Document as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; (d) agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement and any other Loan Document are required to be performed by it as a Bank, subject to the terms of this Section 8.6; and (e) appoints its Granting Bank, or a specified branch or affiliate thereof, as its agent and attorney in fact and grants to its Granting Bank an irrevocable power of attorney to receive payments made for the benefit such SPC under this Agreement, to deliver and receive all communications and notices under this Agreement and other Loan Documents and to exercise on such SPC’s behalf all rights to vote and to grant and make approvals, waivers, consents of amendments to or under this Agreement and other Loan Documents. Any document executed by such agent on such SPC’s behalf in connection with this Agreement or other Loan Documents shall be binding on such SPC. In furtherance of the foregoing, all the Banks and the Administrative Agent each hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one (1) year and one (1) day after the payment in full of all outstanding commercial paper or other senior indebtedness 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 proceedings or similar proceedings under the laws of the United States or any State thereof. In addition, notwithstanding anything to the contrary contained in Section 9.6(c), any SPC may (i) with notice to, but without the prior written consent of, the Borrower or Administrative Agent, and without the payment of any processing fee therefor, assign all or a portion of its interests in any Loans to its Granting Bank or to any financial institutions consented to by the Borrower and the Administrative Agent (and, subject to all of the provisions of this paragraph, such consents shall be deemed to have been granted with respect to any SPC signatory hereto on the date hereof) providing liquidity and/or credit facilities 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 Loans to any rating agency, commercial paper dealer or provider of liquidity and/or credit facilities to such SPC. Nothing in this Section 8.6 that would affect the Lender shall remain fully liable to the Administrative Agent, to the Swingline Lender and to the Borrower for the timely performance of all rights or obligations of an SPC may be amended without the Lender under this Agreement and (iii) none written consent of the Administrative Agent, the Insurer or the Borrower shall be obligated at any time to pay to any SPC or to that has any Loan outstanding at the Lender any greater amounts pursuant to the terms hereof than it would have been required to pay had the Lender made time of such Loans directly (except to the extent that the interest payable on a Cost of Funds Rate Loan may exceed the interest payable on a Eurodollar Rate Loan and except as specified in the preceding sentence). Each SPC that provides a Loan hereunder shall simultaneously provide the Administrative Agent and the Borrower with a written undertaking to comply with the confidentiality provisions specified in Section 9amendment.

SPC Loans. Notwithstanding anything to the contrary contained herein, any Lender may grant to a special purpose funding vehicle (an "SPC") sponsored by such Lender, identified as such in writing from time to time by such Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part of any Loan that the Lender would otherwise be obligated to make to the Borrower pursuant to the terms hereof; provided that (i) nothing herein shall constitute a commitment to make any Loan by any SPC, and (ii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Lender shall be obligated to make such Loan pursuant to the terms hereof. The making of a Loan by an SPC hereunder shall utilize the Commitment of such Lender to the same extent, and as if, such Loan were made by the Lender. Any SPC that makes a Loan shall (i) have in regard to such Loan all of the rights (exercisable, however, only through the Lender as its agent) that the Lender would have had if it had made such Loan directly (including but not limited to the rights under Sections 3.4.4, 3.4.5, 3.6 and 9.1) and (ii) be deemed to have made the representations made herein by each Lender and comply with this Agreement in regard to such Loan as if the SPC were a party hereto; provided that all monetary obligations of a lender under this Agreement shall remain solely with the Lender. Notwithstanding any Loans that may be provided by an SPC hereunder, (i) the Administrative Agent, the Swingline Lender, Lender and the Insurer and Borrower shall be entitled to continue to deal solely and directly with the Lender in connection with this Agreement, (ii) the Lender shall remain fully liable to the Administrative Agent, to the Swingline Lender and to the Borrower for the timely performance of all obligations of the Lender under this Agreement and (iii) none of the Administrative Agent, the Insurer Agent or the Borrower shall be obligated at any time to pay to any SPC or to the Lender any greater amounts pursuant to the terms hereof than it would have been required to pay had the Lender made such Loans directly (except to the extent that the interest payable on a Cost of Funds Rate Loan may exceed the interest payable on a Eurodollar Rate LIBOR Loan and except as specified in the preceding sentence). Each SPC that provides a Loan hereunder shall simultaneously provide the Administrative Agent and the Borrower with a written undertaking to comply with the confidentiality provisions specified in Section 9.

SPC Loans. Notwithstanding anything to the contrary contained herein, any Lender Bank (a “Granting Bank”) may grant to a one special purpose funding vehicle (an "“SPC"”) sponsored by such LenderGranting Bank, as identified as such in writing from time to time by such Lender Granting Bank to the Administrative Agent and the BorrowerBorrower from time to time (including, without limitation, by the execution of this Agreement on the date hereof by a Granting Bank and its SPC identified as such on the signature pages hereof), the option to provide to the Borrower all or any part of any Loan that the Lender such Granting Bank would otherwise be obligated to make to the Borrower pursuant to the terms hereof; provided provided, that (i) nothing herein shall constitute a commitment to make any Loan by any SPC, and (ii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Lender Granting Bank shall be obligated to make such Loan pursuant to the terms hereof. The making of a Loan by an SPC hereunder shall utilize the Commitment of such Lender Granting Bank to the same extent, and as if, such Loan were made by the Lendersuch Granting Bank. Any SPC that makes a Loan shall (i) have in regard to such Loan all of the rights (exercisable, however, only through the Lender its Granting Bank acting as its agent) that the Lender such Granting Bank would have had if it had made such Loan directly (including but not limited to the rights under Sections 3.4.4directly, 3.4.5, 3.6 and 9.1) and (ii) be deemed to have made the representations made herein by each Lender and comply with this Agreement in regard to such Loan on the same terms as if the SPC were a any other Bank party hereto; provided that (A) the Granting Bank’s Commitment shall remain the Commitment of such Granting Bank, and (B) all monetary obligations of a lender an SPC hereunder in respect of any Loan it provides shall remain the obligations of such Granting Bank to the extent at any time that such SPC elects not to or otherwise fails to perform or pay any such obligation. Each party hereto hereby agrees that no SPC shall be liable for any payment under this Agreement shall remain solely with for which a Bank would otherwise be liable for so long as, and to the Lenderextent, its sponsoring Granting Bank makes such payment. Notwithstanding any Loans Loan that may be provided by an SPC hereunder, (i) the Administrative Agent, the Swingline Lender, the Insurer Agent and Borrower shall be entitled to continue to communicate and deal solely and directly with the Lender Granting Bank in accordance with this Agreement in respect of such Loan. Each SPC that is a signatory hereto, and each SPC that subsequently is identified by its Granting Bank as having been granted such option, shall be deemed to have confirmed (and the Borrower and the Administrative Agent may require a written acknowledgment of such confirmation signed by any SPC not a signatory hereto that is subsequently so identified by its Granting Bank) to the Borrower and the Administrative Agent that (a) it has received a copy of the Agreement and each Loan Document, together with copies of the financial statements heretofore provided to the Banks under the terms of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (b) agrees that it will independently and without reliance upon the Administrative Agent, its Granting Bank or any other Bank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Agreement and any other Loan Document; (c) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and any other Loan Document as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; (d) agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement and any other Loan Document are required to be performed by it as a Bank, subject to the terms of this Section 8.6; and (e) appoints its Granting Bank, or a specified branch or affiliate thereof, as its agent and attorney in fact and grants to its Granting Bank an irrevocable power of attorney to receive payments made for the benefit such SPC under this Agreement, to deliver and receive all communications and notices under this Agreement and other Loan Documents and to exercise on such SPC’s behalf all rights to vote and to grant and make approvals, waivers, consents of amendments to or under this Agreement and other Loan Documents. Any document executed by such agent on such SPC’s behalf in connection with this Agreement or other Loan Documents shall be binding on such SPC. In furtherance of the foregoing, all the Banks and the Administrative Agent each hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one (1) year and one (1) day after the payment in full of all outstanding commercial paper or other senior indebtedness 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 proceedings or similar proceedings under the laws of the United States or any State thereof. In addition, notwithstanding anything to the contrary contained in Section 9.6(c), any SPC may (i) with notice to, but without the prior written consent of, the Borrower or Administrative Agent, and without the payment of any processing fee therefor, assign all or a portion of its interests in any Loans to its Granting Bank or to any financial institutions consented to by the Borrower and the Administrative Agent (and, subject to all of the provisions of this paragraph, such consents shall be deemed to have been granted with respect to any SPC signatory hereto on the date hereof) providing liquidity and/or credit facilities 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 Loans to any rating agency, commercial paper dealer or provider of liquidity and/or credit facilities to such SPC. Nothing in this Section 8.6 that would affect the Lender shall remain fully liable to the Administrative Agent, to the Swingline Lender and to the Borrower for the timely performance of all rights or obligations of an SPC may be amended without the Lender under this Agreement and (iii) none written consent of the Administrative Agent, the Insurer or the Borrower shall be obligated at any time to pay to any SPC or to that has any Loan outstanding at the Lender any greater amounts pursuant to the terms hereof than it would have been required to pay had the Lender made time of such Loans directly (except to the extent that the interest payable on a Cost of Funds Rate Loan may exceed the interest payable on a Eurodollar Rate Loan and except as specified in the preceding sentence). Each SPC that provides a Loan hereunder shall simultaneously provide the Administrative Agent and the Borrower with a written undertaking to comply with the confidentiality provisions specified in Section 9amendment.

SPC Loans. Notwithstanding anything to the contrary contained herein, any Lender Commerzbank may grant to a special purpose funding vehicle commercial-paper issuer (an "SPC") sponsored by such LenderCommerzbank, identified as such in writing from time to time by such Lender Commerzbank to the Administrative Agent Ground Lessee and the BorrowerLessee, the option to provide to the Borrower Ground Lessee all or any part of any Facility Loan that the Lender Commerzbank would otherwise be obligated to make to the Borrower Ground Lessee pursuant to Section 2.2.5 of the terms hereof; Participation Agreement, provided that (i) nothing herein shall constitute a commitment to make any Facility Loan by any SPC, and (ii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Facility Loan, the Lender Commerzbank shall be obligated to make such Facility Loan pursuant to the terms hereof. The making of a Facility Loan by an SPC hereunder shall utilize the Commitment of such Lender Commerzbank to the same extent, and as if, such Facility Loan were made by the LenderCommerzbank. Any SPC that makes a Facility Loan shall (i) have in regard to such Facility Loan all of the rights (exercisable, however, only through the Lender Commerzbank as its agent) that the Lender Commerzbank would have had if it had made such Facility Loan directly (including but not limited to the rights under Sections 3.4.4, 3.4.5, 3.6 and 9.1) and (ii) be deemed to have made the representations made herein by each Lender and comply with this Agreement in regard to such Facility Loan as if the SPC were a party heretohereto as a "Liquidity Purchaser"; provided that all monetary obligations of a lender under this Agreement shall remain solely with the LenderCommerzbank. Notwithstanding any Facility Loans that may be provided by an SPC hereunder, (i) the Administrative Agent, the Swingline Lender, the Insurer and Borrower parties hereto shall be entitled to continue to deal solely and directly with the Lender Commerzbank in connection with this Agreement, (ii) the Lender Commerzbank shall remain fully liable to the Administrative Agent, to the Swingline Lender and to the Borrower parties hereto for the timely performance of all obligations of the Lender Commerzbank under this Agreement or other Operative Documents, and (iii) none of the Administrative Agent, the Insurer or the Borrower no party hereto shall be obligated at any time to pay to any SPC or to the Lender Commerzbank any greater amounts pursuant to Section 9.8 or 9.9 of the terms Participation Agreement hereof than it would have been required to pay had the Lender Commerzbank made such Facility Loans directly (except to the extent that the interest payable on a Cost of Funds Rate Loan may exceed the interest payable on a Eurodollar Rate Loan and except as specified in the preceding sentence)directly. Each SPC that provides a Loan hereunder shall simultaneously provide the Administrative Agent and the Borrower parties hereto with a written undertaking to comply with the confidentiality provisions specified herein and an acknowledgment of all its obligations under the Operative Documents as a Liquidity Purchaser. In addition notwithstanding anything to the contrary contained in Section 9this Section, any SPC may (i) with notice to, but without the prior written consent of, Ground Lessee and without paying any processing fee therefor, assign all or a portion of its interests in any -100- 108 Loans to Commerzbank or to any financial institutions consented to by the Lessee providing liquidity and/or credit facilities to or for the account of such SPC to support the funding or maintenance of Facility Loans and (ii) disclose on a confidential basis any non-public information relating to its Facility Loans to any rating agency. Each of the Ground Lessee, Lessee, GS, the Liquidity Purchasers, the Conduit, HSFC and the Agents agree that it will not institute against any SPC or join any other Person in instituting against any SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding under any federal or state bankruptcy or similar law, for one year and one day after the payment in full of the latest maturing commercial paper note issued by such SPC.

SPC Loans. Notwithstanding anything to the contrary contained herein, any Lender Bank (a “Granting Bank”) may grant to a one special purpose funding vehicle (an "a “SPC"”) sponsored by such LenderGranting Bank, as identified as such in writing from time to time by such Lender Granting Bank to the Administrative Agent and the BorrowerBorrower from time to time (including, without limitation, by the execution of this Agreement on the date hereof by a Granting Bank and its SPC identified as such on the signature pages hereof), the option to provide to the Borrower all or any part of any Loan that the Lender such Granting Bank would otherwise be obligated to make to the Borrower pursuant to the terms hereof; provided provided, that (i) nothing herein shall constitute a commitment to make any Loan by any SPC, and (ii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Lender Granting Bank shall be obligated to make such Loan pursuant to the terms hereof. The making of a Loan by an SPC hereunder shall utilize the Commitment of such Lender Granting Bank to the same extent, and as if, such Loan were made by the Lendersuch Granting Bank. Any SPC that makes a Loan shall (i) have in regard to such Loan all of the rights (exercisable, however, only through the Lender its Granting Bank acting as its agent) that the Lender such Granting Bank would have had if it had made such Loan directly (including but not limited to the rights under Sections 3.4.4directly, 3.4.5, 3.6 and 9.1) and (ii) be deemed to have made the representations made herein by each Lender and comply with this Agreement in regard to such Loan on the same terms as if the SPC were a any other Bank party hereto; provided that (A) the Granting Bank’s Commitment shall remain the Commitment of such Granting Bank, and (B) all monetary obligations of a lender an SPC hereunder in respect of any Loan it provides shall remain the obligations of such Granting Bank to the extent at any time that such SPC elects not to or otherwise fails to perform or pay any such obligation. Each party hereto hereby agrees that no SPC shall be liable for any payment under this Agreement shall remain solely with for which a Bank would otherwise be liable for so long as, and to the Lenderextent, its sponsoring Granting Bank makes such payment. Notwithstanding any Loans Loan that may be provided by an SPC hereunder, (i) the Administrative Agent, the Swingline Lender, the Insurer Agent and Borrower Xxxxxxxx shall be entitled to continue to communicate and deal solely and directly with the Lender Granting Bank in accordance with this Agreement in respect of such Loan. Each SPC that is a signatory hereto, and each SPC that subsequently is identified by its Granting Bank as having been granted such option, shall be deemed to have confirmed (and the Borrower and the Administrative Agent may require a written acknowledgment of such confirmation signed by any SPC not a signatory hereto that is subsequently so identified by its Granting Bank) to the Borrower and the Administrative Agent that (a) it has received a copy of the Agreement and each Loan Document, together with copies of the financial statements heretofore provided to the Banks under the terms of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (b) agrees that it will independently and without reliance upon the Administrative Agent, its Granting Bank or any other Bank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Agreement and any other Loan Document; (c) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and any other Loan Document as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; (d) agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement and any other Loan Document are required to be performed by it as a Bank, subject to the terms of this Section 8.6; and (e) appoints its Granting Bank, or a specified branch or Affiliate thereof, as its agent and attorney in fact and grants to its Granting Bank an irrevocable power of attorney to receive payments made for the benefit of such SPC under this Agreement, to deliver and receive all communications and notices under this Agreement and other Loan Documents and to exercise on such SPC’s behalf all rights to vote and to grant and make approvals, waivers, consents of amendments to or under this Agreement and other Loan Documents. Any document executed by such agent on such SPC’s behalf in connection with this Agreement or other Loan Documents shall be binding on such SPC. In furtherance of the foregoing, all the Banks and the Administrative Agent each hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one (1) year and one (1) day after the payment in full of all outstanding commercial paper or other senior indebtedness 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 proceedings or similar proceedings under the laws of the United States or any State thereof. In addition, notwithstanding anything to the contrary contained in Section 9.6(c), any SPC may (i) with notice to, but without the prior written consent of, the Borrower or Administrative Agent, and without the payment of any processing fee therefor, assign all or a portion of its interests in any Loans to its Granting Bank or to any financial institutions consented to by the Borrower and the Administrative Agent (and, subject to all of the provisions of this paragraph, such consents shall be deemed to have been granted with respect to any SPC signatory hereto on the date hereof) providing liquidity and/or credit facilities 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 Loans to any rating agency, commercial paper dealer or provider of liquidity and/or credit facilities to such SPC. Nothing in this Section 8.6 that would affect the Lender shall remain fully liable to the Administrative Agent, to the Swingline Lender and to the Borrower for the timely performance of all rights or obligations of an SPC may be amended without the Lender under this Agreement and (iii) none written consent of the Administrative Agent, the Insurer or the Borrower shall be obligated at any time to pay to any SPC or to that has any Loan outstanding at the Lender any greater amounts pursuant to the terms hereof than it would have been required to pay had the Lender made time of such Loans directly (except to the extent that the interest payable on a Cost of Funds Rate Loan may exceed the interest payable on a Eurodollar Rate Loan and except as specified in the preceding sentence). Each SPC that provides a Loan hereunder shall simultaneously provide the Administrative Agent and the Borrower with a written undertaking to comply with the confidentiality provisions specified in Section 9amendment.