Common use of Special Funding Option Clause in Contracts

Special Funding Option. (a) Notwithstanding anything to the contrary contained herein, any Lender (for the purposes of this Section 12.15, a "Granting Lender") may grant to a special purpose funding vehicle (for the purposes of this Section 12.15, an "SPC") the option to make, on behalf of such Granting Lender, all or a portion of the Advances and Participations which such Granting Lender is obligated to make (a "Funding Obligation") under the applicable Facility, such option to be exercisable in the sole discretion of the SPC; provided, however, that (i) such Granting Lender's obligations under this Agreement and the Loan Documents shall remain unchanged, including without limitation the indemnification obligations of the Granting Lender pursuant to Section 11.05 hereof; (ii) such Granting Lender shall remain solely responsible to the other parties hereto for the performance of all Funding Obligations; (iii) the Applicable Borrowers and the Lenders shall continue to deal solely and directly with such Granting Lender in connection with such Granting Lender's rights and obligations under this Agreement; the Agent shall continue to deal directly with the Granting Lender as agent for the SPC with respect to distribution of payment of principal, interest and fees, notices of Conversion and Continuation and all other matters; (iv) such Granting Lender shall retain the sole right to enforce the obligations of the Applicable Borrowers relating to its Loans and its Notes and its Participations and to approve any amendment, modification, or waiver of any provision of this Agreement, each of which may, if so agreed in writing between the Granting Lender and the SPC, require the prior consent of any such SPC which has exercised the option to undertake the Funding Obligation in connection with such Granting Lender's Commitments and Participations and Obligations owing thereto before the Granting Lender approves any such amendment, modification or waiver; (v) the granting of such option shall not constitute an assignment to or participation of such SPC of or in the Granting Lender's Commitments and Participations and Obligations owing thereto; (vi) such SPC shall not become a Lender hereunder as a result of the granting of such option; (vii) such SPC shall not become obligated or committed to make Advances as a result of the granting of such option; (viii) if such SPC elects not to exercise such option or otherwise fails to make all or any part of an Advance or Participation, the Granting Lender shall retain its Funding Obligation and be obligated to make the entire Advance or Participation or any portion of such Advance or Participation not made by such SPC; and (ix) in no event shall any liability or obligation of the Parent, any other Borrower or any Guarantor be created or increased by reason of the matters described in this Section 12.15, including without limitation any liability or withholding obligation for Taxes, Other Taxes or Further Taxes. (b) Advances and Participations made by an SPC hereunder shall be deemed to satisfy the Funding Obligation and utilize the Commitment of the Granting Lender as if, and to the same extent, such Advances were made by such Granting Lender. (c) Each party hereto agrees that no SPC shall be liable for any indemnity or payment under this Agreement for which a Granting Lender would otherwise be liable so long as, and to the extent that, the Granting Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this 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 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 of America or any State thereof. (d) Notwithstanding anything to the contrary contained in this Agreement, an SPC may (i) at any time and without paying any processing fee therefor, assign or participate all or a portion of its interests in any Loans or Participations as they may exist consistent with the terms of this Section 12.15 to its Granting Lender or to any financial institutions providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Loans or Participations, and (ii) disclose on a confidential basis any nonpublic information relating to Advances made by such SPC hereunder to any rating agency, commercial paper dealer or provider of any surety or guarantee to such SPC. (e) This Section 12.15 may not be amended without the prior written consent of the Granting Lender on behalf of which such SPC has made all or any part of its Advances which remain outstanding at the time of such amendment.

Special Funding Option. (a) Notwithstanding anything to the contrary contained herein, any Lender (for the purposes of this Section 12.15SECTION 13.17, a "Granting Lender") may grant to a special purpose funding vehicle (for the purposes of this Section 12.15SECTION 13.17, an "SPC") the option to make, on behalf of such Granting Lender, all or a portion of the Advances and Participations which such Granting Lender is obligated to make (a "Funding Obligation") under the applicable Revolving Credit Facility, such option to be exercisable in the sole discretion of the SPC; provided, howeverPROVIDED, that HOWEVER, that (i) such Granting Lender's obligations under this Agreement and the Loan Documents shall remain unchanged, including without limitation the indemnification obligations of the Granting Lender pursuant to Section 11.05 SECTION 12.5 hereof; ; (ii) such Granting Lender shall remain solely responsible to the other parties hereto for the performance of all Funding Obligations; ; S-112 <PAGE> 120 (iii) the Applicable Borrowers Borrower and the Lenders shall continue to deal solely and directly with such Granting Lender in connection with such Granting Lender's rights and obligations under this Agreement; the Agent shall continue to deal directly with the Granting Lender as agent for the SPC with respect to distribution of payment of principal, interest and fees, notices of Conversion and Continuation and all other matters; ; (iv) such Granting Lender shall retain the sole right to enforce the obligations of the Applicable Borrowers Borrower relating to its Loans and its Notes and its Participations and to approve any amendment, modification, or waiver of any provision provisions of this Agreement, each of which may, if so agreed in writing between the Granting Lender and the SPC, require the prior consent of any such SPC which has exercised the option to undertake the Funding Obligation in connection with such Granting Lender's Commitments and Participations and Obligations owing thereto before the Granting Lender approves any such amendment, modification or waiver; ; (v) the granting of such option shall not constitute an assignment to or participation of such SPC of or in the Granting Lender's Commitments and Participations and Obligations owing thereto; ; (vi) such SPC shall not become a Lender hereunder as a result of the granting of such option; ; (vii) such SPC shall not become obligated or committed to make Advances as a result of the granting of such option; ; (viii) if such SPC elects not to exercise such option or otherwise fails to make all or any part of an Advance or ParticipationAdvance, the Granting Lender shall retain its Funding Obligation and be obligated to make the entire Advance or Participation or any portion of such Advance or Participation not made by such SPC; and (ix) in no event shall any liability or obligation of the Parent, any other Borrower or any Guarantor be created or increased by reason of the matters described in this Section 12.15, including without limitation any liability or withholding obligation for Taxes, Other Taxes or Further Taxes. and (b) Advances and Participations made by an SPC hereunder shall be deemed to satisfy the Funding Obligation and utilize the Revolving Credit Commitment of the Granting Lender as if, and to the same extent, such Advances were made by such Granting Lender. (c) Each party hereto agrees that no SPC shall be liable for any indemnity or payment under this Agreement for which a Granting Lender would otherwise be liable so long as, and to the extent that, the Granting Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this 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 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 of America or any State thereof. (d) Notwithstanding anything to the contrary contained in this Agreement, an SPC may (i) at any time and without paying any processing fee therefor, assign or participate all or a portion of its interests in any Loans or Participations as they may exist consistent with the terms of this Section 12.15 to its Granting Lender or to any financial institutions providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Loans or Participations, and (ii) disclose on a confidential basis any nonpublic information relating to Advances made by such SPC hereunder to any rating agency, commercial paper dealer or provider of any surety or guarantee to such SPC. (e) This Section 12.15 may not be amended without the prior written consent of the Granting Lender on behalf of which such SPC has made all or any part of its Advances which remain outstanding at the time of such amendment.

Special Funding Option. (a) Notwithstanding Not withstanding anything to the contrary contained herein, any Lender (for the purposes of this Section 12.159.16, a "Granting Lender") may grant to a special purpose funding vehicle (for the purposes of this Section 12.159.16, an "SPC") the option to make, on behalf of such Granting Lender, all or a portion of the Advances and Participations Loans which such Granting Lender is obligated to make (a "Funding Obligation") under the applicable Facilityhereunder, such option to be exercisable in the sole discretion of the SPC; , provided, however, that (i) such Granting Lender's obligations under this Agreement and the Loan Documents shall remain unchanged, including without limitation the indemnification indemnifi cation obligations of the Granting Lender pursuant to Section 11.05 9.03 hereof; (ii) such Granting Lender shall remain solely responsible to the other parties hereto for the performance of all Funding Obligations; (iii) the Applicable Borrowers Borrower and the Lenders shall continue to deal solely and directly with such Granting Lender in connection with such Granting Lender's rights and obligations under this Agreement; the Agent shall continue to deal directly with the Granting Lender as agent for the SPC with respect to distribution of payment of principal, ; interest and fees, notices of Conversion and Continuation and all other matters; (iv) such Granting Lender shall retain the sole right to enforce the obligations of the Applicable Borrowers Borrower relating to its Loans and its Notes and its Participations and to approve any amendment, modification, or waiver of any provision provisions of this Agreement, each of which may, if so agreed in writing between the Granting Lender and the SPC, require the prior consent of any such SPC which has exercised the option to undertake the Funding Obligation Obliga tion in connection with such Granting Lender's Commitments and Participations and Obligations owing thereto before the Granting Lender approves any such amendment, modification or waiver; (v) the granting of such option shall not constitute an assignment to or participation of such SPC of or in the Granting Lender's Commitments and Participations and Obligations owing thereto; (vi) such SPC shall not become a Lender hereunder as a result of the granting of such option; (vii) such SPC shall not become obligated or committed to make Advances Loans as a result of the granting of such option; (viii) if such SPC elects not to exercise such option or otherwise fails to make all or any part of an Advance or Participationa Loan, the Granting Lender shall retain its Funding Obligation and be obligated to make the entire Advance or Participation Loan or any portion of such Advance or Participation Loan not made by such SPC; and (ix) any SPC may, with notice to, but without the prior written consent of, the Borrowers and the Agent and without paying any processing fee therefor, assign all or a portion of its interests as a participant or subparticipant in no event shall any liability Loans to the Granting Bank or obligation to any financial institutions (consented to by the Borrowers and Agent) providing liquidity and/or credit support to or for the account of such SPC to support the Parent, any other Borrower funding or any Guarantor be created or increased by reason maintenance of the matters described in this Section 12.15, including without limitation any liability or withholding obligation for Taxes, Other Taxes or Further TaxesLoans. (b) Advances and Participations Loans made by an SPC hereunder shall be deemed to satisfy the Funding Obligation and utilize the Commitment of the Granting Lender as if, and to the same extent, such Advances Loans were made by such Granting Lender. (c) Each party hereto agrees that no SPC shall be liable for any indemnity or payment under this Agreement for which a Granting Lender would otherwise be liable so long as, and to the extent that, the Granting Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this 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 senior indebtedness 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 of America or any State thereofthereof arising out of or relating to transactions under this Agreement or the other Loan Documents. (d) Notwithstanding anything to the contrary contained in this Agreement, an SPC may (i) at any time and without paying any processing fee therefor, assign or participate all or a portion of its interests in any Loans or Participations as they may exist consistent with the terms of this Section 12.15 to its Granting Lender or to any financial institutions providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Loans or Participations, and (ii) disclose on a confidential basis any nonpublic information relating to Advances Loans made by such SPC hereunder to any rating agency, commercial paper dealer or provider of any surety or guarantee to such SPC. (e) This Section 12.15 9.14 may not be amended without the prior written consent of the Granting Lender Lenders on behalf of which such each SPC has made all or any part of its Advances Loans which remain outstanding at the time of such amendment.

Special Funding Option. (a) Notwithstanding anything to the contrary contained herein, any Lender (for the purposes of this Section 12.1513.15, a "Granting Lender") may grant to a special purpose funding vehicle (for the purposes of this Section 12.1513.15, an "SPC") the option to make, on behalf of such Granting Lender, all or a portion of the Advances and Participations which such Granting Lender is obligated to make (a "Funding Obligation") under the applicable Facility, such option to be exercisable in the sole discretion of the SPC; provided, however, that (i) such Granting Lender's obligations under this Agreement and the Loan Documents shall remain unchanged, including without limitation the indemnification obligations of the Granting Lender pursuant to Section 11.05 12.05 hereof; (ii) such Granting Lender shall remain solely responsible to the other parties hereto for the performance of all Funding Obligations; (iii) the Applicable Borrowers and the Applicable Lenders shall continue to deal solely and directly with such Granting Lender in connection with such Granting Lender's rights and obligations under this Agreement; the Applicable Facility Agent shall continue to deal directly with the Granting Lender as agent for the SPC with respect to distribution of payment of principal, interest and fees, notices of Conversion and Continuation and all other matters; (iv) such Granting Lender shall retain the sole right to enforce the obligations of the Applicable Borrowers relating to its Loans and its Notes and its Participations and to approve any amendment, modification, or waiver of any provision of this Agreement, each of which may, if so agreed in writing between the Granting Lender and the SPC, require the prior consent of any such SPC which has exercised the option to undertake the Funding Obligation in connection with such Granting Lender's Commitments and Participations and Obligations owing thereto before the Granting Lender approves any such amendment, modification or waiver;; 129 136 (v) the granting of such option shall not constitute an assignment to or participation of such SPC of or in the Granting Lender's Commitments and Participations and Obligations owing thereto; (vi) such SPC shall not become a Lender hereunder as a result of the granting of such option; (vii) such SPC shall not become obligated or committed to make Advances as a result of the granting of such option; (viii) if such SPC elects not to exercise such option or otherwise fails to make all or any part of an Advance or ParticipationAdvance, the Granting Lender shall retain its Funding Obligation and be obligated to make the entire Advance or Participation or any portion of such Advance or Participation not made by such SPC; and (ix) in no event shall any liability or obligation of the Parent, any other Borrower or any Guarantor be created or increased by reason of the matters described in this Section 12.15, including without limitation any liability or withholding obligation for Taxes, Other Taxes or Further Taxes. (b) Advances and Participations made by an SPC hereunder shall be deemed to satisfy the Funding Obligation and utilize the Applicable Facility Commitment and Applicable Fronting Commitment of the Granting Lender as if, and to the same extent, such Advances were made by such Granting Lender. (c) Each party hereto agrees that no SPC shall be liable for any indemnity or payment under this Agreement for which a Granting Lender would otherwise be liable so long as, and to the extent that, the Granting Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this 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 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 of America or any State thereof. (d) Notwithstanding anything to the contrary contained in this Agreement, an SPC may (i) at any time and without paying any processing fee therefor, assign or participate all or a portion of its interests in any Loans or Participations as they may exist consistent with the terms of this Section 12.15 13.15 to its Granting Lender or to any financial institutions providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Loans or ParticipationsLoans, and (ii) disclose on a confidential basis any nonpublic information relating to Advances made by such SPC hereunder to any rating agency, commercial paper dealer or provider of any surety or guarantee to such SPC. (e) This Section 12.15 13.15 may not be amended without the prior written consent of the Granting Lender on behalf of which such SPC has made all or any part of its Advances which remain outstanding at the time of such amendment.

Special Funding Option. (a) Notwithstanding anything to the contrary contained herein, any Lender (for the purposes of this Section 12.15SECTION 13.15, a "Granting Lender") may grant to a special purpose funding vehicle (for the purposes of this Section 12.15SECTION 13.15, an "SPC") the option to make, on behalf of such Granting Lender, all or a portion of the Advances and Participations which such Granting Lender is obligated to make (a "Funding Obligation") under the applicable Facility, such option to be exercisable in the sole discretion of the SPC; provided, however, that (i) such Granting Lender's obligations under this Agreement and the Loan Documents shall remain unchanged, including without limitation the indemnification obligations of the Granting Lender pursuant to Section 11.05 SECTION 12.05 hereof;; 153 160 (ii) such Granting Lender shall remain solely responsible to the other parties hereto for the performance of all Funding Obligations; (iii) the Applicable Borrowers and the Applicable Lenders shall continue to deal solely and directly with such Granting Lender in connection with such Granting Lender's rights and obligations under this Agreement; the Applicable Facility Agent shall continue to deal directly with the Granting Lender as agent for the SPC with respect to distribution of payment of principal, interest and fees, notices of Conversion and Continuation and all other matters; (iv) such Granting Lender shall retain the sole right to enforce the obligations of the Applicable Borrowers relating to its Loans and its Notes and its Participations and to approve any amendment, modification, or waiver of any provision of this Agreement, each of which may, if so agreed in writing between the Granting Lender and the SPC, require the prior consent of any such SPC which has exercised the option to undertake the Funding Obligation in connection with such Granting Lender's Commitments and Participations and Obligations owing thereto before the Granting Lender approves any such amendment, modification or waiver; (v) the granting of such option shall not constitute an assignment to or participation of such SPC of or in the Granting Lender's Commitments and Participations and Obligations owing thereto; (vi) such SPC shall not become a Lender hereunder as a result of the granting of such option; (vii) such SPC shall not become obligated or committed to make Advances as a result of the granting of such option; (viii) if such SPC elects not to exercise such option or otherwise fails to make all or any part of an Advance or Participation, the Granting Lender shall retain its Funding Obligation and be obligated to make the entire Advance or Participation or any portion of such Advance or Participation not made by such SPC; and (ix) in no event shall any liability or obligation of the Parent, any other Borrower or any Guarantor be created or increased by reason of the matters described in this Section 12.15, including without limitation any liability or withholding obligation for Taxes, Other Taxes or Further Taxes. (b) Advances and Participations made by an SPC hereunder shall be deemed to satisfy the Funding Obligation and utilize the Commitment of the Granting Lender as if, and to the same extent, such Advances were made by such Granting Lender. (c) Each party hereto agrees that no SPC shall be liable for any indemnity or payment under this Agreement for which a Granting Lender would otherwise be liable so long as, and to the extent that, the Granting Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this 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 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 of America or any State thereof. (d) Notwithstanding anything to the contrary contained in this Agreement, an SPC may (i) at any time and without paying any processing fee therefor, assign or participate all or a portion of its interests in any Loans or Participations as they may exist consistent with the terms of this Section 12.15 to its Granting Lender or to any financial institutions providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Loans or Participations, and (ii) disclose on a confidential basis any nonpublic information relating to Advances made by such SPC hereunder to any rating agency, commercial paper dealer or provider of any surety or guarantee to such SPC. (e) This Section 12.15 may not be amended without the prior written consent of the Granting Lender on behalf of which such SPC has made all or any part of its Advances which remain outstanding at the time of such amendment.

Special Funding Option. (a) Notwithstanding anything to the contrary contained herein, any Lender (for the purposes of this Section 12.15SECTION 13.17, a "Granting Lender") may grant to a special purpose funding vehicle (for the purposes of this Section 12.15SECTION 13.17, an "SPC") the option to make, on behalf of such Granting Lender, all or a portion of the Advances and Participations which such Granting Lender is obligated to make (a "Funding Obligation") under the applicable Revolving Credit Facility, such option to be exercisable in the sole discretion of the SPC; provided, howeverPROVIDED, HOWEVER, that (i) such Granting Lender's obligations under this Agreement and the Loan Documents shall remain unchanged, including without limitation the indemnification obligations of the Granting Lender pursuant to Section 11.05 SECTION 12.5 hereof; (ii) such Granting Lender shall remain solely responsible to the other parties hereto for the performance of all Funding Obligations; (iii) the Applicable Borrowers Borrower and the Lenders shall continue to deal solely and directly with such Granting Lender in connection with such Granting Lender's rights and obligations under this Agreement; the Agent shall continue to deal directly with the Granting Lender as agent for the SPC with respect to distribution of payment of principal, interest and fees, notices of Conversion and Continuation and all other matters; (iv) such Granting Lender shall retain the sole right to enforce the obligations of the Applicable Borrowers Borrower relating to its Loans and its Notes and its Participations and to approve any amendment, modification, or waiver of any provision provisions of this Agreement, each of which may, if so agreed in writing between the Granting Lender and the SPC, require the prior consent of any such SPC which has exercised the option to undertake the Funding Obligation in connection with such Granting Lender's Commitments and Participations and Obligations owing thereto before the Granting Lender approves any such amendment, modification or waiver; (v) the granting of such option shall not constitute an assignment to or participation of such SPC of or in the Granting Lender's Commitments and Participations and Obligations owing thereto; (vi) such SPC shall not become a Lender hereunder as a result of the granting of such option; (vii) such SPC shall not become obligated or committed to make Advances as a result of the granting of such option; (viii) if such SPC elects not to exercise such option or otherwise fails to make all or any part of an Advance or ParticipationAdvance, the Granting Lender shall retain its Funding Obligation and be obligated to make the entire Advance or Participation or any portion of such Advance or Participation not made by such SPC; and (ix) in no event shall any liability or obligation of the Parent, any other Borrower or any Guarantor be created or increased by reason of the matters described in this Section 12.15, including without limitation any liability or withholding obligation for Taxes, Other Taxes or Further Taxes. (b) Advances and Participations made by an SPC hereunder shall be deemed to satisfy the Funding Obligation and utilize the Revolving Credit Commitment of the Granting Lender as if, and to the same extent, such Advances were made by such Granting Lender. (c) Each party hereto agrees that no SPC shall be liable for any indemnity or payment under this Agreement for which a Granting Lender would otherwise be liable so long as, and to the extent that, the Granting Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this 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 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 of America or any State thereof. (d) Notwithstanding anything to the contrary contained in this Agreement, an SPC may (i) at any time and without paying any processing fee therefor, assign or participate all or a portion of its interests in any Loans or Participations as they may exist consistent with the terms of this Section 12.15 to its Granting Lender or to any financial institutions providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Loans or Participations, and (ii) disclose on a confidential basis any nonpublic information relating to Advances made by such SPC hereunder to any rating agency, commercial paper dealer or provider of any surety or guarantee to such SPC. (e) This Section 12.15 SECTION 13.17 may not be amended without the prior written consent of the Granting Lender on behalf of which such SPC has made all or any part of its Advances which remain outstanding at the time of such amendment.

Special Funding Option. (a) Notwithstanding anything to the contrary contained herein, any Lender (for the purposes of this Section 12.159.16, a "Granting Lender") may grant to a special purpose funding vehicle (for the purposes of this Section 12.159.16, an "SPC") the option to make, on behalf of such Granting Lender, all or a portion of the Advances and Participations Loans which such Granting Lender is obligated to make (a "Funding Obligation") under the applicable Revolving Credit Facility, such option to be exercisable in the sole discretion of the SPC; , provided, however, that (i) such Granting Lender's obligations under this Agreement and the Loan Documents shall remain unchanged, including without limitation the indemnification obligations of the Granting Lender pursuant to Section 11.05 9.03 hereof; (ii) such Granting Lender shall remain solely responsible to the other parties hereto for the performance of all Funding Obligations; (iii) the Applicable Borrowers Borrower and the Lenders shall continue to deal solely and directly with such Granting Lender in connection with such Granting Lender's rights and obligations under this Agreement; the Agent shall continue to deal directly with the Granting Lender as agent for the SPC with respect to distribution of payment of principal, ; interest and fees, notices of Conversion and Continuation and all other matters; (iv) such Granting Lender shall retain the sole right to enforce the obligations of the Applicable Borrowers Borrower relating to its Loans and its Notes and its Participations and to approve any amendment, modification, or waiver of any provision provisions of this Agreement, each of which may, if so agreed in writing between the Granting Lender and the SPC, require the prior consent of any such SPC which has exercised the option to undertake the Funding Obligation in connection with such Granting Lender's Commitments and Participations and Obligations owing thereto before the Granting Lender approves any such amendment, modification or waiver; (v) the granting of such option shall not constitute an assignment to or participation of such SPC of or in the Granting Lender's Commitments and Participations and Obligations owing thereto; (vi) such SPC shall not become a Lender hereunder as a result of the granting of such option; (vii) such SPC shall not become obligated or committed to make Advances Loans as a result of the granting of such option; (viii) if such SPC elects not to exercise such option or otherwise fails to make all or any part of an Advance or Participationa Loan, the Granting Lender shall retain its Funding Obligation and be obligated to make the entire Advance or Participation Loan or any portion of such Advance or Participation Loan not made by such SPC; and (ix) any SPC may, with notice to, but without the prior written consent of, the Borrowers and the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests as a participant or subparticipant in no event shall any liability Loans to the Granting Bank or obligation to any financial institutions (consented to by the Borrowers and Administrative Agent) providing liquidity and/or credit support to or for the account of such SPC to support the Parent, any other Borrower funding or any Guarantor be created or increased by reason maintenance of the matters described in this Section 12.15, including without limitation any liability or withholding obligation for Taxes, Other Taxes or Further TaxesLoans. (b) Advances and Participations Loans made by an SPC hereunder shall be deemed to satisfy the Funding Obligation and utilize the Revolving Credit Commitment of the Granting Lender as if, and to the same extent, such Advances Loans were made by such Granting Lender. (c) Each party hereto agrees that no SPC shall be liable for any indemnity or payment under this Agreement for which a Granting Lender would otherwise be liable so long as, and to the extent that, the Granting Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this 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 senior indebtedness 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 of America or any State thereofthereof arising out of or relating to transactions under this Agreement or the other Loan Documents or Finance Documents. (d) Notwithstanding anything to the contrary contained in this Agreement, an SPC may (i) at any time and without paying any processing fee therefor, assign or participate all or a portion of its interests in any Loans or Participations as they may exist consistent with the terms of this Section 12.15 to its Granting Lender or to any financial institutions providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Loans or Participations, and (ii) disclose on a confidential basis any nonpublic information relating to Advances Loans made by such SPC hereunder to any rating agency, commercial paper dealer or provider of any surety or guarantee to such SPC. (e) This Section 12.15 9.16 may not be amended without the prior written consent of the Granting Lender on behalf of which such SPC has made all or any part of its Advances Loans which remain outstanding at the time of such amendment.

Special Funding Option. (a) Notwithstanding anything to the contrary contained herein, any Lender (for the purposes of this Section 12.1512.16, a "Granting Lender") may grant to a special purpose funding vehicle (for the purposes of this Section 12.1512.16, an "SPC") the option to make, on behalf of such Granting Lender, all or a portion of the Advances and Participations which such Granting Lender is obligated to make (a "Funding Obligation") under the applicable Facilityhereunder, such option to be exercisable in the sole discretion of the SPC; provided, however, that (i) such Granting Lender's obligations under this Agreement and the Loan Documents shall remain unchanged, including without limitation the indemnification obligations of the Granting Lender pursuant to Section 11.05 11.7 hereof; (ii) such Granting Lender shall remain solely responsible to the other parties hereto for the performance of all Funding Obligationsfunding obligations; (iii) the Applicable Borrowers and the Lenders shall continue to deal solely and directly with such Granting Lender in connection with such Granting Lender's rights and obligations under this Agreement; the Agent shall continue to deal directly with the Granting Lender as agent for the SPC with respect to distribution of payment of principal, interest and fees, notices of Conversion and Continuation and all other matters; (iv) such Granting Lender shall retain the sole right to enforce the obligations of the Applicable Borrowers relating to its Loans and its Notes and its Participations and to approve any amendment, modification, or waiver of any provision of this Agreement, each of which may, if so agreed in writing between the Granting Lender and the SPC, require the prior consent of any such SPC which has exercised the option to undertake the Funding Obligation in connection with such Granting Lender's Commitments and Participations and Obligations owing thereto before the Granting Lender approves any such amendment, modification or waiver; (v) the granting of such option shall not constitute an assignment to or participation of such SPC of or in the Granting Lender's Commitments and Participations and Obligations owing thereto; (vi) such SPC shall not become a Lender hereunder as a result of the granting of such option; (vii) such SPC shall not become obligated or committed to make Advances as a result of the granting of such option; (viii) if such SPC elects not to exercise such option or otherwise fails to make all or any part of an Advance or Participation, the Granting Lender shall retain its Funding Obligation funding obligation and be obligated to make the entire Advance or Participation or any portion of such Advance or Participation not made by such SPC; and (ix) in no event shall any liability or obligation of the Parent, any other Borrower or any Guarantor be created or increased by reason of the matters described in this Section 12.15, including without limitation any liability or withholding obligation for Taxes, Other Taxes or Further Taxes. (b) Advances and Participations made by an SPC hereunder shall be deemed to satisfy the Funding Obligation funding obligation and utilize the Commitment of the Granting Lender as if, and to the same extent, such Advances were made by such Granting Lender. (c) Each party hereto agrees that no SPC shall be liable for any indemnity or payment under this Agreement for which a Granting Lender would otherwise be liable so long as, and to the extent that, the Granting Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this 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 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 of America or any State thereof. (d) Notwithstanding anything to the contrary contained in this Agreement, an SPC may (i) at any time and without paying any processing fee therefor, assign or participate all or a portion of its interests in any Loans or Participations as they may exist consistent with the terms of this Section 12.15 12.16 to its Granting Lender or to any financial institutions providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Loans or Participations, and (ii) disclose on a confidential basis any nonpublic information relating to Advances made by such SPC hereunder to any rating agency, commercial paper dealer or provider of any surety or guarantee to such SPC. (e) This Section 12.15 12.16 may not be amended without the prior written consent of the Granting Lender on behalf of which such SPC has made all or any part of its Advances which remain outstanding at the time of such amendment.

Special Funding Option. (a) Notwithstanding anything to the contrary contained herein, any Lender (for the purposes of this Section 12.159.16, a "Granting Lender") may grant to a special purpose funding vehicle (for the purposes of this Section 12.159.16, an "SPC") the option to make, on behalf of such Granting Lender, all or a portion of the Advances and Participations Loans which such Granting Lender is obligated to make (a "Funding Obligation") under the applicable Revolving Credit Facility, such option to be exercisable in the sole discretion of the SPC; , provided, however, that (i) such Granting Lender's obligations under this Agreement and the Loan Documents shall remain unchanged, including without limitation the indemnification obligations of the Granting Lender pursuant to Section 11.05 9.03 hereof; (ii) such Granting Lender shall remain solely responsible to the other parties hereto for the performance of all Funding Obligations; (iii) the Applicable Borrowers Borrower and the Lenders shall continue to deal solely and directly with such Granting Lender in 129 124 connection with such Granting Lender's rights and obligations under this Agreement; the Agent shall continue to deal directly with the Granting Lender as agent for the SPC with respect to distribution of payment of principal, ; interest and fees, notices of Conversion and Continuation and all other matters; (iv) such Granting Lender shall retain the sole right to enforce the obligations of the Applicable Borrowers Borrower relating to its Loans and its Notes and its Participations and to approve any amendment, modification, or waiver of any provision provisions of this Agreement, each of which may, if so agreed in writing between the Granting Lender and the SPC, require the prior consent of any such SPC which has exercised the option to undertake the Funding Obligation in connection with such Granting Lender's Commitments and Participations and Obligations owing thereto before the Granting Lender approves any such amendment, modification or waiver; (v) the granting of such option shall not constitute an assignment to or participation of such SPC of or in the Granting Lender's Commitments and Participations and Obligations owing thereto; (vi) such SPC shall not become a Lender hereunder as a result of the granting of such option; (vii) such SPC shall not become obligated or committed to make Advances Loans as a result of the granting of such option; (viii) if such SPC elects not to exercise such option or otherwise fails to make all or any part of an Advance or Participationa Loan, the Granting Lender shall retain its Funding Obligation and be obligated to make the entire Advance or Participation Loan or any portion of such Advance or Participation Loan not made by such SPC; and (ix) any SPC may, with notice to, but without the prior written consent of, the Borrowers and the Agent and without paying any processing fee therefor, assign all or a portion of its interests as a participant or subparticipant in no event shall any liability Loans to the Granting Bank or obligation to any financial institutions (consented to by the Borrowers and Agent) providing liquidity and/or credit support to or for the account of such SPC to support the Parent, any other Borrower funding or any Guarantor be created or increased by reason maintenance of the matters described in this Section 12.15, including without limitation any liability or withholding obligation for Taxes, Other Taxes or Further TaxesLoans. (b) Advances and Participations Loans made by an SPC hereunder shall be deemed to satisfy the Funding Obligation and utilize the Revolving Credit Commitment of the Granting Lender as if, 130 125 and to the same extent, such Advances Loans were made by such Granting Lender. (c) Each party hereto agrees that no SPC shall be liable for any indemnity or payment under this Agreement for which a Granting Lender would otherwise be liable so long as, and to the extent that, the Granting Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this 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 senior indebtedness 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 of America or any State thereofthereof arising out of or relating to transactions under this Agreement or the other Loan Documents. (d) Notwithstanding anything to the contrary contained in this Agreement, an SPC may (i) at any time and without paying any processing fee therefor, assign or participate all or a portion of its interests in any Loans or Participations as they may exist consistent with the terms of this Section 12.15 to its Granting Lender or to any financial institutions providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Loans or Participations, and (ii) disclose on a confidential basis any nonpublic information relating to Advances Loans made by such SPC hereunder to any rating agency, commercial paper dealer or provider of any surety or guarantee to such SPC. (e) This Section 12.15 9.14 may not be amended without the prior written consent of the Granting Lender Lenders on behalf of which such each SPC has made all or any part of its Advances Loans which remain outstanding at the time of such amendment.

Special Funding Option. (a) Notwithstanding anything to the contrary contained herein, any Lender (for the purposes of this Section 12.1512.16, a "Granting Lender") may grant to a special purpose funding vehicle (for the purposes of this Section 12.1512.16, an "SPC") the option to make, on behalf of such Granting Lender, all or a portion of the Advances and Participations which such Granting Lender is obligated to make (a "Funding Obligation") under the applicable Five Year Revolving Credit Facility , the 364 Day Revolving Credit Facility and the Letter of Credit Facility, such option to be exercisable in the sole discretion of the SPC; provided, however, thatthat notwithstanding the granting of such option to the SPC, or the exercise of such option by the SPC: (i) such Granting Lender's obligations under this Agreement and the Loan Documents shall remain unchanged, including without limitation the indemnification obligations of the Granting Lender pursuant to Section 11.05 11.5 ------------ hereof; (ii) such Granting Lender shall remain solely responsible to the other parties hereto for the performance of all Funding Obligations; (iii) the Applicable Borrowers Borrower and the Lenders (other than the Granting Lender) shall continue to deal solely and directly with such Granting Lender in connection with such Granting Lender's rights and obligations under this Agreement; , and the Agent shall continue to deal directly with the Granting Lender as agent for the SPC with respect to distribution of payment payments of principal, interest and fees, notices of Conversion and Continuation and all other matters; (iv) such Granting Lender shall retain the sole right to (x) enforce the obligations of the Applicable Borrowers Borrower relating to its Loans and Loans, its Notes and its Participations Participations, and (y) to approve any amendment, modification, modification or waiver of any provision of this Agreement, each of which may, if so agreed in writing between the Granting Lender and the SPC, require the prior consent of any such SPC which has exercised the option to undertake the Funding Obligation in connection with such Granting Lender's Commitments and Participations and Obligations owing thereto before the Granting Lender approves any such amendment, modification or waiver; (v) the granting of such option shall not constitute an as assignment to or participation of such SPC of or in the Granting Lender's Commitments and Participations and Obligations owing thereto; (vi) such SPC shall not become a Lender hereunder as a result of the granting of such optionhereunder; (vii) such SPC shall not become obligated or committed to make Advances as a result of the granting of such option;Advances; and (viii) if such SPC elects not to exercise such option or otherwise fails to make all or any part of an Advance or ParticipationAdvance, the Granting Lender shall retain its Funding Obligation and be obligated to make the entire Advance or Participation or any portion of such Advance or Participation not made by such SPC; and (ix) in no event shall any liability or obligation of the Parent, any other Borrower or any Guarantor be created or increased by reason of the matters described in this Section 12.15, including without limitation any liability or withholding obligation for Taxes, Other Taxes or Further Taxes. (b) Advances and Participations made by an SPC hereunder shall be deemed to satisfy the Funding Obligation and utilize the Commitment of the Granting Lender as if, and to the same extent, such Advances were made by such Granting Lender. (c) Each party hereto agrees that no SPC shall be liable for any indemnity or payment under this Agreement for which a Granting Lender would otherwise be liable so long as, and to the extent that, the Granting Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this 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 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 of America or any State thereof. (d) Notwithstanding anything to the contrary contained in this Agreement, an SPC may (i) at any time and without paying any processing fee therefor, assign or participate all or a portion of its interests in any Loans or Participations as they may exist consistent with the terms of this Section 12.15 to its Granting Lender or to any financial institutions providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Loans or Participations, and (ii) disclose [Signatures on a confidential basis any nonpublic information relating to Advances made by such SPC hereunder to any rating agency, commercial paper dealer or provider of any surety or guarantee to such SPC. (e) This Section 12.15 may not be amended without the prior written consent of the Granting Lender on behalf of which such SPC has made all or any part of its Advances which remain outstanding at the time of such amendment.following pages]

Special Funding Option. (a) Notwithstanding anything to the contrary contained herein, any Lender (for the purposes of this Section 12.1512.17, a "Granting Lender") may grant to a special purpose funding vehicle (for the purposes of this Section 12.1512.17, an "SPC") the option to make, on behalf of such Granting Lender, all or a portion of the Advances and Participations which such Granting Lender is obligated to make (a "Funding Obligation") under the applicable Tranche A Revolving Credit Facility, the Tranche B Revolving Credit Facility and the Letter of Credit Facility, such option to be exercisable exerciseable in the sole discretion of the SPC; provided, however, thatthat notwithstanding the granting of such option to the SPC, or the exercise of such option by the SPC: (i) such Granting Lender's obligations under this Agreement and the Loan Documents shall remain unchanged, including without limitation the indemnification obligations of the Granting Lender pursuant to Section 11.05 11.5 hereof; (ii) such Granting Lender shall remain solely responsible to the other parties hereto for the performance of all Funding Obligations; (iii) the Applicable Borrowers Borrower and the Lenders (other than the Granting Lender) shall continue to deal solely and directly with such Granting Lender in connection with such Granting Lender's rights and obligations under this Agreement; , and the Agent shall continue to deal directly with the Granting Lender as agent for the SPC with respect to distribution of payment payments of principal, interest and fees, notices of Conversion and Continuation and all other matters; (iv) such Granting Lender shall retain the sole right (x) to enforce the obligations of the Applicable Borrowers Borrower relating to its Loans and Loans, its Notes and its Participations Participations, and (y) to approve any amendment, modification, modification or waiver of any provision of this Agreement, each of which may, if so agreed in writing between the Granting Lender and the SPC, require the prior consent of any such SPC which has exercised the option to undertake the Funding Obligation in connection with such Granting Lender's Commitments and Participations and Obligations owing thereto before the Granting Lender approves any such amendment, modification or waiver; (v) the granting of such option shall not constitute an assignment to or participation of such SPC of or in the Granting Lender's Commitments and Participations and Obligations owing thereto; (vi) such SPC shall not become a Lender hereunder as a result of the granting of such optionhereunder; (vii) such SPC shall not become obligated or committed to make Advances as a result of the granting of such option;Advances; and (viii) if such SPC elects not to exercise such option or otherwise fails to make all or any part of an Advance or ParticipationAdvance, the Granting Lender shall retain its Funding Obligation and be obligated to make the entire Advance or Participation or any portion of such Advance or Participation not made by such SPC; and (ix) in no event shall any liability or obligation of the Parent, any other Borrower or any Guarantor be created or increased by reason of the matters described in this Section 12.15, including without limitation any liability or withholding obligation for Taxes, Other Taxes or Further Taxes. (b) Advances and Participations made by an SPC hereunder shall be deemed to satisfy the Funding Obligation and utilize the Tranche A Commitment and Tranche B Commitment, as applicable, of the Granting Lender as if, and to the same extent, such Advances were made by such Granting Lender. (c) Each party hereto agrees that no SPC shall be liable for any indemnity or payment under this Agreement for which a Granting Lender would otherwise be liable so long as, and to the extent that, the Granting Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this 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 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 of America or any State thereof. (d) Notwithstanding anything to the contrary contained in this Agreement, an SPC may (i) at any time and without paying any processing fee therefor, assign or participate all or a portion of its interests in any Loans or Participations as they may exist consistent with the terms of this Section 12.15 to its Granting Lender or to any financial institutions providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Loans or Participations, and (ii) disclose on a confidential basis basis, subject to provisions substantially similar to those contained in Section 12.16, any nonpublic information relating to Advances made by such SPC hereunder to any rating agency, commercial paper dealer or provider of any surety or guarantee to such SPC. (e) This Section 12.15 12.17 may not be amended without the prior written consent of the Granting Lender on behalf of which such SPC has made all or any part of its Advances which remain outstanding at the time of such amendment.

Special Funding Option. (a) Notwithstanding anything to ----------------------- the contrary contained herein, any Lender (for the purposes of this Section 12.159.16, a "Granting Lender") may grant to a special purpose funding vehicle (for --------------- the purposes of this Section 12.159.16, an "SPC") the option to make, on behalf of --- such Granting Lender, all or a portion of the Advances and Participations Loans which such Granting Lender is obligated to make (a "Funding Obligation") under the applicable Revolving Credit ------------------ Facility, such option to be exercisable in the sole discretion of the SPC; , provided, however, thatthat -------- ------- (i) such Granting Lender's obligations under this Agreement and the Loan Documents shall remain unchanged, including without limitation the indemnification obligations of the Granting Lender pursuant to Section 11.05 9.03 hereof; (ii) such Granting Lender shall remain solely responsible to the other parties hereto for the performance of all Funding Obligations; (iii) the Applicable Borrowers Borrower and the Lenders shall continue to deal solely and directly with such Granting Lender in connection with such Granting Lender's rights and obligations under this Agreement; the Agent shall continue to deal directly with the Granting Lender as agent for the SPC with respect to distribution of payment of principal, ; interest and fees, notices of Conversion and Continuation and all other matters; (iv) such Granting Lender shall retain the sole right to enforce the obligations of the Applicable Borrowers Borrower relating to its Loans and its Notes and its Participations and to approve any amendment, modification, or waiver of any provision provisions of this Agreement, each of which may, if so agreed in writing between the Granting Lender and the SPC, require the prior consent of any such SPC which has exercised the option to undertake the Funding Obligation in connection with such Granting Lender's Commitments and Participations and Obligations owing thereto before the Granting Lender approves any such amendment, modification or waiver; (v) the granting of such option shall not constitute an assignment to or participation of such SPC of or in the Granting Lender's Commitments and Participations and Obligations owing thereto; (vi) such SPC shall not become a Lender hereunder as a result of the granting of such option; (vii) such SPC shall not become obligated or committed to make Advances Loans as a result of the granting of such option; (viii) if such SPC elects not to exercise such option or otherwise fails to make all or any part of an Advance or Participationa Loan, the Granting Lender shall retain its Funding Obligation and be obligated to make the entire Advance or Participation Loan or any portion of such Advance or Participation Loan not made by such SPC; and (ix) any SPC may, with notice to, but without the prior written consent of, the Borrowers and the Agent and without paying any processing fee therefor, assign all or a portion of its interests as a participant or subparticipant in no event shall any liability Loans to the Granting Bank or obligation to any financial institutions (consented to by the Borrowers and Agent) providing liquidity and/or credit support to or for the account of such SPC to support the Parent, any other Borrower funding or any Guarantor be created or increased by reason maintenance of the matters described in this Section 12.15, including without limitation any liability or withholding obligation for Taxes, Other Taxes or Further TaxesLoans. (b) Advances and Participations Loans made by an SPC hereunder shall be deemed to satisfy the Funding Obligation and utilize the Revolving Credit Commitment of the Granting Lender as if, and to the same extent, such Advances Loans were made by such Granting Lender. (c) Each party hereto agrees that no SPC shall be liable for any indemnity or payment under this Agreement for which a Granting Lender would otherwise be liable so long as, and to the extent that, the Granting Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this 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 senior indebtedness 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 of America or any State thereofthereof arising out of or 109 relating to transactions under this Agreement or the other Loan Documents. (d) Notwithstanding anything to the contrary contained in this Agreement, an SPC may (i) at any time and without paying any processing fee therefor, assign or participate all or a portion of its interests in any Loans or Participations as they may exist consistent with the terms of this Section 12.15 to its Granting Lender or to any financial institutions providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Loans or Participations, and (ii) disclose on a confidential basis any nonpublic information relating to Advances Loans made by such SPC hereunder to any rating agency, commercial paper dealer or provider of any surety or guarantee to such SPC. (e) This Section 12.15 9.14 may not be amended without the prior written consent of the Granting Lender Lenders on behalf of which such each SPC has made all or any part of its Advances Loans which remain outstanding at the time of such amendment.

Special Funding Option. (a) Notwithstanding anything to the contrary contained herein, any Lender (for the purposes of this Section 12.1511.21, a "Granting Lender") may grant to a special purpose funding vehicle (for the purposes of this Section 12.1511.21, an "SPC") the option to make, on behalf of such Granting Lender, all or a portion of the Advances and Participations Loans which such Granting Lender is obligated to make (a "Funding Obligation") under the applicable Facilityhereunder, such option to be exercisable in the sole discretion of the SPC; , provided, however, that (i) such Granting Lender's Lender?s obligations under this Agreement and the Loan Documents shall remain unchanged, including without limitation the indemnification obligations of the Granting Lender pursuant to Section 11.05 10.05 hereof; (ii) such Granting Lender shall remain solely responsible to the other parties hereto for the performance of all Funding Obligations; (iii) the Applicable Borrowers Borrower and the Lenders shall continue to deal solely and directly with such Granting Lender in connection with such Granting Lender's Lender?s rights and obligations under this Agreement; the Agent shall continue to deal directly with the Granting Lender as agent for the SPC with respect to distribution of payment of principal, interest and fees, notices of Conversion and Continuation and all other matters; (iv) such Granting Lender shall retain the sole right to enforce the obligations of the Applicable Borrowers Borrower relating to its Loans and its Notes and its Participations and to approve any amendment, modification, or waiver of any provision provisions of this Agreement, each of which may, if so agreed in writing between the Granting Lender and the SPC, require the prior consent of any such SPC which has exercised the option to undertake the Funding Obligation in connection with such Granting Lender's Commitments and Participations and Obligations owing thereto before the Granting Lender approves any such amendment, modification or waiver; (v) the granting of such option shall not constitute an assignment to or participation of such SPC of or in the Granting Lender's Commitments and Participations Lender?s Revolving Credit Commitment and Obligations owing thereto; ; (vi) such SPC shall not become a Lender nor acquire any rights hereunder as a result of the granting of such option; (vii) such SPC shall not become obligated or committed to make Advances as a result of the granting of such option; (viii) if such SPC elects not to exercise such option or otherwise fails to make all or any part of an Advance or Participation, the Granting Lender shall retain its Funding Obligation and be obligated to make the entire Advance or Participation or any portion of such Advance or Participation not made by such SPC; and (ix) in no event shall any liability or obligation of the Parent, any other Borrower or any Guarantor be created or increased by reason of the matters described in this Section 12.15, including without limitation any liability or withholding obligation for Taxes, Other Taxes or Further Taxes. (b) Advances and Participations made by an SPC hereunder shall be deemed to satisfy the Funding Obligation and utilize the Commitment of the Granting Lender as if, and to the same extent, such Advances were made by such Granting Lender. (c) Each party hereto agrees that no SPC shall be liable for any indemnity or payment under this Agreement for which a Granting Lender would otherwise be liable so long as, and to the extent that, the Granting Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this 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 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 of America or any State thereof. (d) Notwithstanding anything to the contrary contained in this Agreement, an SPC may (i) at any time and without paying any processing fee therefor, assign or participate all or a portion of its interests in any Loans or Participations as they may exist consistent with the terms of this Section 12.15 to its Granting Lender or to any financial institutions providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Loans or Participations, and (ii) disclose on a confidential basis any nonpublic information relating to Advances made by such SPC hereunder to any rating agency, commercial paper dealer or provider of any surety or guarantee to such SPC. (e) This Section 12.15 may not be amended without the prior written consent of the Granting Lender on behalf of which such SPC has made all or any part of its Advances which remain outstanding at the time of such amendment.

Special Funding Option. (a) Notwithstanding anything to the contrary contained herein, any Lender (for the purposes of this Section 12.15SECTION 12.17, a "Granting Lender") may grant to a special purpose funding vehicle (for the purposes of this Section 12.15SECTION 12.17, an "SPC") the option to make, on behalf of such Granting Lender, all or a portion of the Advances and Participations which such Granting Lender is obligated to make (a "Funding Obligation") under the applicable Revolving Credit 93 100 Facility, such option to be exercisable in the sole discretion of the SPC; provided, howeverPROVIDED, HOWEVER, that (i) such Granting Lender's obligations under this Agreement and the Loan Documents shall remain unchanged, including without limitation the indemnification obligations of the Granting Lender pursuant to Section 11.05 SECTION 11.5 hereof;; 94 101 (ii) such Granting Lender shall remain solely responsible to the other parties hereto for the performance of all Funding Obligations; (iii) the Applicable Borrowers Borrower and the Lenders shall continue to deal solely and directly with such Granting Lender in connection with such Granting Lender's rights and obligations under this Agreement; the Agent shall continue to deal directly with the Granting Lender as agent for the SPC with respect to distribution of payment of principal, interest and fees, notices of Conversion and Continuation and all other matters; (iv) such Granting Lender shall retain the sole right to enforce the obligations of the Applicable Borrowers Borrower relating to its Loans and its Notes and its Participations and to approve any amendment, modification, or waiver of any provision provisions of this Agreement, each of which may, if so agreed in writing between the Granting Lender and the SPC, require the prior consent of any such SPC which has exercised the option to undertake the Funding Obligation in connection with such Granting Lender's Commitments and Participations and Obligations owing thereto before the Granting Lender approves any such amendment, modification or waiver; (v) the granting of such option shall not constitute an assignment to or participation of such SPC of or in the Granting Lender's Commitments and Participations and Obligations owing thereto; (vi) such SPC shall not become a Lender hereunder as a result of the granting of such option; (vii) such SPC shall not become obligated or committed to make Advances as a result of the granting of such option; (viii) if such SPC elects not to exercise such option or otherwise fails to make all or any part of an Advance or ParticipationAdvance, the Granting Lender shall retain its Funding Obligation and be obligated to make the entire Advance or Participation or any portion of such Advance or Participation not made by such SPC; and (ix) in no event shall any liability or obligation of the Parent, any other Borrower or any Guarantor be created or increased by reason of the matters described in this Section 12.15, including without limitation any liability or withholding obligation for Taxes, Other Taxes or Further Taxes. (b) Advances and Participations made by an SPC hereunder shall be deemed to satisfy the Funding Obligation and utilize the Revolving Credit Commitment of the Granting Lender as if, and to the same extent, such Advances were made by such Granting Lender. (c) Each party hereto agrees that no SPC shall be liable for any indemnity or payment under this Agreement for which a Granting Lender would otherwise be liable so long as, and to the extent that, the Granting Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this 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 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 of America or any State thereof.95 102 (d) Notwithstanding anything to the contrary contained in this Agreement, an SPC may (i) at any time and without paying any processing fee therefor, assign or participate all or a portion of its interests in any Loans or Participations as they may exist consistent with the terms of this Section 12.15 to its Granting Lender or to any financial institutions providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Loans or Participations, and (ii) disclose on a confidential basis any nonpublic information relating to Advances made by such SPC hereunder to any rating agency, commercial paper dealer or provider of any surety or guarantee to such SPC. (e) This Section 12.15 SECTION 12.17 may not be amended without the prior written consent of the Granting Lender on behalf of which such SPC has made all or any part of its Advances which remain outstanding at the time of such amendment.. 96 103

Special Funding Option. (a) Notwithstanding anything to the contrary contained herein, any Lender (for the purposes of this Section 12.1510.19, a "Granting Lender") may grant to a special purpose funding vehicle which is an Affiliate of the Granting Lender (for the purposes of this Section 12.1510.19, an "SPC") the option to make, on behalf of such Granting Lender, all or a portion of the Advances Loans and Participations participations which such Granting Lender is obligated to make (a "Funding Obligation") under the applicable FacilityAgreement, such option to be exercisable in the sole discretion of the SPC; provided, however, that (i) such Granting Lender's obligations under this Agreement and the Loan Documents shall remain unchanged, including without limitation the indemnification obligations of the Granting Lender pursuant to Section 11.05 9.07 hereof; (ii) such Granting Lender shall remain solely responsible to the other parties hereto for the performance of all Funding Obligations; (iii) the Applicable Borrowers Borrower and the Lenders shall continue to deal solely and directly with such Granting Lender in connection with such Granting Lender's rights and obligations under this Agreement; the Administrative Agent shall continue to deal directly with the Granting Lender as agent for the SPC with respect to distribution of payment of principal, interest and fees, notices of Conversion and Continuation and all other matters; (iv) such Granting Lender shall retain the sole right to enforce the obligations of the Applicable Borrowers Borrower relating to its Loans and its Notes and its Participations participations and to approve any amendment, modification, or waiver of any provision of this Agreement, each of which may, if so agreed in writing between the Granting Lender and the SPC, require the prior consent of any such SPC which has exercised the option to undertake the Funding Obligation in connection with such Granting Lender's Commitments and Participations participations and Obligations owing thereto before the Granting Lender approves any such amendment, modification or waiver; (v) the granting of such option shall not constitute an assignment to or participation of such SPC of or in the Granting Lender's Commitments and Participations participations and Obligations owing thereto; (vi) such SPC shall not become a Lender hereunder as a result of the granting of such option; (vii) such SPC shall not become obligated or committed to make Advances Loans as a result of the granting of such option; (viii) if such SPC elects not to exercise such option or otherwise fails to make all or any part of an Advance a Loan or Participationparticipation, the Granting Lender shall retain its Funding Obligation and be obligated to make the entire Advance Loan or Participation participation or any portion of such Advance Loan or Participation participation not made by such SPC; and (ix) in no event shall any liability or obligation of the Parent, any other Borrower or any Guarantor be created or increased by reason of the matters described in this Section 12.15, including without limitation any liability or withholding obligation for Taxes, Other Taxes or Further Taxes. (b) Advances Loans and Participations participations made by an SPC hereunder shall be deemed to satisfy the Funding Obligation and utilize the Commitment of the Granting Lender as if, and to the same extent, such Advances Loans and participations were made by such Granting Lender. (c) Each party hereto agrees that no SPC shall be liable for any indemnity or payment under this Agreement for which a Granting Lender would otherwise be liable so long as, and to the extent that, the Granting Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this 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 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 of America or any State thereof. (d) Notwithstanding anything to the contrary contained in this Agreement, an SPC may (i) at any time and without paying any processing fee therefor, assign or participate all or a portion of its interests in any Loans or Participations participations as they may exist consistent with the terms of this Section 12.15 10.19 to its Granting Lender or to any financial institutions providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Loans or Participations, and (ii) disclose on a confidential basis any nonpublic information relating to Advances Loans and participations made by such SPC hereunder to any rating agency, commercial paper dealer or provider of any surety or guarantee to such SPC. (e) An SPC shall not be entitled to receive any greater payment under Sections 3.01 or 3.04 than the applicable Granting Lender would have been entitled to receive with respect to the Funding Obligations undertaken by such SPC, unless the undertaking of the Funding Obligations by such SPC is made with the Borrower's prior written consent. An SPC that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 unless the Borrower is notified of the Funding Obligations undertaken by such SPC and such SPC agrees, for the benefit of the Borrower, to comply with Section 10.15 as though it were a Lender. (f) This Section 12.15 10.19 may not be amended without the prior written consent of the Granting Lender on behalf of which such SPC has made all or any part of its Advances Loans which remain outstanding at the time of such amendment.

Special Funding Option. (a) Notwithstanding anything to the contrary contained herein, any Lender (for the purposes of this Section 12.1512.16, a "Granting Lender") may grant to a special purpose funding vehicle (for the purposes of this Section 12.1512.16, an "SPC") the option to make, on behalf of such Granting Lender, all or a portion of the Advances and Participations Loans which such Granting Lender is obligated to make (a "Funding Obligation") under the applicable US Revolving Facility or the UK Revolving Facility, such option to be exercisable in the sole discretion of the SPC; , provided, however, that (i) such Granting Lender's obligations under this Agreement and the Loan Documents shall remain unchanged, including without limitation the indemnification obligations of the Granting Lender pursuant to Section 11.05 hereof12.4; (ii) such Granting Lender shall remain solely responsible to the other parties hereto for the performance of all Funding Obligations; (iii) the Applicable Borrowers and the Lenders shall continue to deal solely and directly with such Granting Lender in connection with such Granting Lender's rights and obligations under this Agreement; the applicable Agent shall continue to deal directly with the Granting Lender as agent for the SPC with respect to distribution of payment of principal, interest and fees, notices of Conversion conversion and Continuation continuation and all other matters; (iv) such Granting Lender shall retain the sole right to enforce the obligations of the Applicable Borrowers relating to its Loans and its Notes and its Participations and to approve any amendment, modification, or waiver of any provision provisions of this Agreement, each of which may, if so agreed in writing between the Granting Lender and the SPC, require the prior consent of any such SPC which has exercised the option to undertake the Funding Obligation in connection with such Granting Lender's Commitments and Participations and Obligations owing thereto before the Granting Lender approves any such amendment, modification or waiver; (v) the granting of such option shall not constitute an assignment to or participation of such SPC of or in the Granting Lender's Commitments and Participations and Obligations owing thereto; (vi) such SPC shall not become a Lender hereunder as a result of the granting of such option; (vii) such SPC shall not become obligated or committed to make Advances Loans as a result of the granting of such option; (viii) if such SPC elects not to exercise such option or otherwise fails to make all or any part of an Advance or Participationa Loan, the Granting Lender shall retain its Funding Obligation and be obligated to make the entire Advance or Participation Loan or any portion of such Advance or Participation Loan not made by such SPC; and (ix) any SPC may, with notice to, but without the prior written consent of, the Borrowers and the applicable Agent and without paying any processing fee therefor, assign all or a portion of its interests as a participant or subparticipant in no event shall any liability Loans to the Granting Lender or obligation to any financial institutions (consented to by the Borrowers and such Agent) providing liquidity and/or credit support to or for the account of such SPC to support the Parent, any other Borrower funding or any Guarantor be created or increased by reason maintenance of the matters described in this Section 12.15, including without limitation any liability or withholding obligation for Taxes, Other Taxes or Further TaxesLoans. (b) Advances and Participations Loans made by an SPC hereunder shall be deemed to satisfy the Funding Obligation and utilize the Revolving Loan Commitment of the Granting Lender as if, and to the same extent, such Advances Loans were made by such Granting Lender. (c) Each party hereto agrees that no SPC shall be liable for any indemnity or payment under this Agreement for which a Granting Lender would otherwise be liable so long as, and to the extent that, the Granting Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this 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 senior indebtedness 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 of America or any State thereofthereof arising out of or relating to transactions under this Agreement or the other Loan Documents. (d) Notwithstanding anything to the contrary contained in this Agreement, an SPC may (i) at any time and without paying any processing fee therefor, assign or participate all or a portion of its interests in any Loans or Participations as they may exist consistent with the terms of this Section 12.15 to its Granting Lender or to any financial institutions providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Loans or Participations, and (ii) disclose on a confidential basis any nonpublic information relating to Advances Loans made by such SPC hereunder to any rating agency, commercial paper dealer or provider of any surety or guarantee to such SPC. (e) This Section 12.15 12.16 may not be amended without the prior written consent of the Granting Lender Lenders on behalf of which such each SPC has made all or any part of its Advances Loans which remain outstanding at the time of such amendment.

Special Funding Option. (a) Notwithstanding anything to the contrary contained herein, any Lender (for the purposes of this Section 12.1511.21, a "Granting Lender") may grant to a special purpose funding vehicle (for the purposes of this Section 12.1511.21, an "SPC") the option to make, on behalf of such Granting Lender, all or a portion of the Advances and Participations Loans which such Granting Lender is obligated to make (a "Funding Obligation") under the applicable Facilityhereunder, such option to be exercisable in the sole discretion of the SPC; , provided, however, that (i) such Granting Lender's Lender?s obligations under this Agreement and the Loan Documents shall remain unchanged, including without limitation the indemnification obligations of the Granting Lender pursuant to Section 11.05 10.05 hereof; (ii) such Granting Lender shall remain solely responsible to the other parties hereto for the performance of all Funding Obligations; (iii) the Applicable Borrowers Borrower and the Lenders shall continue to deal solely and directly with such Granting Lender in connection with such Granting Lender's Lender?s rights and obligations under this Agreement; the Agent shall continue to deal directly with the Granting Lender as agent for the SPC with respect to distribution of payment of principal, interest and fees, notices of Conversion and Continuation and all other matters; (iv) such Granting Lender shall retain the sole right to enforce the obligations of the Applicable Borrowers Borrower relating to its Loans and its Notes and its Participations and to approve any amendment, modification, or waiver of any provision provisions of this Agreement, each of which may, if so agreed in writing between the Granting Lender and the SPC, require the prior consent of any such SPC which has exercised the option to undertake the Funding Obligation in connection with such Granting Lender's Commitments and Participations and Obligations owing thereto before the Granting Lender approves any such amendment, modification or waiver; (v) the granting of such option shall not constitute an assignment to or participation of such SPC of or in the Granting Lender's Commitments and Participations Lender?s Revolving Credit Commitment and Obligations owing thereto; (vi) such SPC shall not become a Lender nor acquire any rights hereunder as a result of the granting of such option; (vii) such SPC shall not become obligated or committed to make Advances Loans as a result of the granting of such option;; and (viii) if such SPC elects not to exercise such option or otherwise fails to make all or any part of an Advance or Participationany Loan, the Granting Lender shall retain its Funding Obligation and be obligated to make the entire Advance or Participation Loan or any portion of such Advance or Participation Loan not made by such SPC; and (ix) in no event shall any liability or obligation of the Parent, any other Borrower or any Guarantor be created or increased by reason of the matters described in this Section 12.15, including without limitation any liability or withholding obligation for Taxes, Other Taxes or Further Taxes. (b) Advances and Participations made by an SPC hereunder shall be deemed to satisfy the Funding Obligation and utilize the Revolving Credit Commitment of the Granting Lender as if, and to the same extent, such Advances Loans were made by such Granting Lender. (c) Each party hereto agrees that no SPC shall be liable for any indemnity or payment under this Agreement for which a Granting Lender would otherwise be liable so long as, and to the extent that, the Granting Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this 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 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 of America or any State thereof. (d) Notwithstanding anything In addition to the contrary contained in requirements of Section 11.07, this Agreement, an SPC may (i) at any time and without paying any processing fee therefor, assign or participate all or a portion of its interests in any Loans or Participations as they may exist consistent with the terms of this Section 12.15 to its Granting Lender or to any financial institutions providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Loans or Participations, and (ii) disclose on a confidential basis any nonpublic information relating to Advances made by such SPC hereunder to any rating agency, commercial paper dealer or provider of any surety or guarantee to such SPC. (e) This Section 12.15 section may not be amended without the prior written consent of the each Granting Lender on behalf of which such SPC has made Lender, all or any part of its Advances which remain outstanding whose Loans are being funded by an SPC at the time of such amendmentAmendment. [Signatures on following pages.]

Special Funding Option. (a) Notwithstanding anything to the contrary contained herein, any Lender (for the purposes of this Section 12.159.16, a "Granting Lender") may grant to a special purpose funding vehicle (for the purposes of this Section 12.159.16, an "SPC") the option to make, on behalf of such Granting Lender, all or a portion of the Advances and Participations Loans which such Granting Lender is obligated to make (a "Funding Obligation") under the applicable Revolving Credit Facility, such option to be exercisable in the sole discretion of the SPC; , provided, however, that (i) such Granting Lender's obligations under this Agreement and the Loan Documents shall remain unchanged, including without limitation the indemnification obligations of the Granting Lender pursuant to Section 11.05 9.03 hereof; (ii) such Granting Lender shall remain solely responsible to the other parties hereto for the performance of all Funding Obligations; (iii) the Applicable Borrowers Borrower and the Lenders shall continue to deal solely and directly with such Granting Lender in connection with such Granting Lender's rights and obligations under this Agreement; the Agent shall continue to deal directly with the Granting Lender as agent for the SPC with respect to distribution of payment of principal, ; interest and fees, notices of Conversion and Continuation and all other matters; (iv) such Granting Lender shall retain the sole right to enforce the obligations of the Applicable Borrowers Borrower relating to its Loans and its Notes and its Participations and to approve any amendment, modification, or waiver of any provision provisions of this Agreement, each of which may, if so agreed in writing between the Granting Lender and the SPC, require the prior consent of any such SPC which has exercised the option to undertake the Funding Obligation in connection with such Granting Lender's Commitments and Participations and Obligations owing thereto before the Granting Lender approves any such amendment, modification or waiver; (v) the granting of such option shall not constitute an assignment to or participation of such SPC of or in the Granting Lender's Commitments and Participations and Obligations owing thereto; (vi) such SPC shall not become a Lender hereunder as a result of the granting of such option; (vii) such SPC shall not become obligated or committed to make Advances Loans as a result of the granting of such option; (viii) if such SPC elects not to exercise such option or otherwise fails to make all or any part of an Advance or Participationa Loan, the Granting Lender shall retain its Funding Obligation and be obligated to make the entire Advance or Participation Loan or any portion of such Advance or Participation Loan not made by such SPC; and (ix) any SPC may, with notice to, but without the prior written consent of, the Borrowers and the Agent and without paying any processing fee therefor, assign all or a portion of its interests as a participant or subparticipant in no event shall any liability Loans to the Granting Bank or obligation to any financial institutions (consented to by the Borrowers and Agent) providing liquidity and/or credit support to or for the account of such SPC to support the Parent, any other Borrower funding or any Guarantor be created or increased by reason maintenance of the matters described in this Section 12.15, including without limitation any liability or withholding obligation for Taxes, Other Taxes or Further TaxesLoans. (b) Advances and Participations Loans made by an SPC hereunder shall be deemed to satisfy the Funding Obligation and utilize the Revolving Credit Commitment of the Granting Lender as if, and to the same extent, such Advances Loans were made by such Granting Lender. (c) Each party hereto agrees that no SPC shall be liable for any indemnity or payment under this Agreement for which a Granting Lender would otherwise be liable so long as, and to the extent that, the Granting Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this 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 senior indebtedness 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 of America or any State thereofthereof arising out of or relating to transactions under this Agreement or the other Loan Documents. (d) Notwithstanding anything to the contrary contained in this Agreement, an SPC may (i) at any time and without paying any processing fee therefor, assign or participate all or a portion of its interests in any Loans or Participations as they may exist consistent with the terms of this Section 12.15 to its Granting Lender or to any financial institutions providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Loans or Participations, and (ii) disclose on a confidential basis any nonpublic information relating to Advances Loans made by such SPC hereunder to any rating agency, commercial paper dealer or provider of any surety or guarantee to such SPC. (e) This Section 12.15 9.14 may not be amended without the prior written consent of the Granting Lender Lenders on behalf of which such each SPC has made all or any part of its Advances Loans which remain outstanding at the time of such amendment.

Special Funding Option. (a) Notwithstanding anything to the contrary contained herein, but subject to subparagraph (b) below, any Lender (for the purposes of this Section 12.15, a "Granting Lender") may grant to a special purpose funding vehicle (for the purposes of this Section 12.15, an a "SPC") ), identified as such in writing from time to time by the Granting Lender to the Agent and the Borrower, the option to make, on behalf of such Granting Lender, provide to the Borrower all or part of any advance of a portion of the Advances and Participations which Loan that such Granting Lender is would otherwise be obligated to make to the Borrower (a "Funding Obligation") pursuant to this Agreement; PROVIDED THAT (A) nothing herein shall constitute a commitment by any SPC to make any advance of a Loan; (B) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such advance of a Loan, the Granting Lender shall be obligated to make such advance 98 105 pursuant to the terms hereof; and (C) the SPC shall have debt obligations which have been assigned a rating by one or more rating agencies which rating is at least equal to the rating assigned to similar debt obligations of the Granting Lender. The making of an advance of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such advance were made by such Granting Lender. Each party hereto 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). 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 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 applicable Facilitylaws of the United States or any State thereof, with respect to any claims arising or related to this Agreement. In addition, notwithstanding anything to the contrary contained in this Section 13.16, any SPC may (I) with notice to, but without the prior written consent of, the Borrower and the Agent and without paying any processing fee therefor, assign all or a portion of its interests in any advances of Loans to the Granting Lender and (II) disclose on a confidential basis in compliance with the terms of Section 13.15 hereof any non-public information relating to its advances of Loans to any rating agency, commercial paper dealer or provider of any surety, guaranty or credit or liquidity enhancement to such option to SPC. This Section 13.16 may not be exercisable in amended without the sole discretion written consent of the SPC; provided. (b) The granting to, howeverand exercise by any SPC of, thatthe option to satisfy a Funding Obligation of a Granting Bank as set forth in subparagraph (a) above is subject to the following: (i) such Granting Lender's obligations under this Agreement and the Loan Documents shall remain unchanged, including without limitation the indemnification obligations of the Granting Lender pursuant to Section 11.05 SECTION 12.5 hereof; (ii) such Granting Lender shall remain solely responsible to the other parties hereto for the performance of all Funding Obligations; (iii) the Applicable Borrowers Borrower, the Guarantors and the Lenders (other than the Granting Lender) shall continue to deal solely and directly with such Granting Lender in connection with such Granting Lender's rights and obligations under this Agreement; , and the Agent shall continue to deal directly with the Granting Lender as agent for the SPC with respect to distribution of payment of principal, interest and fees, notices of Conversion and Continuation and all other matters; (iv) such Granting Lender shall retain the sole right (x) to enforce the obligations of the Applicable Borrowers Borrower relating to its Loans and Loans, its Notes and its Participations Participations, and (y) to approve any amendment, modification, modification or waiver of any provision of this Agreement, each of which may, if so agreed in writing between the Granting Lender and the SPC, require the prior consent of any such SPC which has exercised the option to undertake the Funding Obligation in connection with such Granting Lender's Commitments and Participations and Obligations owing thereto before the Granting Lender approves any such amendment, modification or waiver; (v) the granting of such option shall not constitute an assignment to or participation of such SPC of or in the Granting Lender's Commitments and Participations and Obligations owing thereto; (vi) such SPC shall not become a Lender nor acquire any rights hereunder as a result of the granting of such option; (vii) such SPC shall not become obligated or committed to make Advances as a result of the granting of such option;; and (viii) if such SPC elects not to exercise such option or otherwise fails to make all or any part of an Advance or ParticipationAdvance, the Granting Lender shall retain its Funding Obligation and be obligated to make the entire Advance or Participation or any portion of such Advance or Participation not made by such SPC; and (ix) in no event shall any liability or obligation of the Parent, any other Borrower or any Guarantor be created or increased by reason of the matters described in this Section 12.15, including without limitation any liability or withholding obligation for Taxes, Other Taxes or Further Taxes. (b) Advances and Participations made by an SPC hereunder shall be deemed to satisfy the Funding Obligation and utilize the Commitment of the Granting Lender as if, and to the same extent, such Advances were made by such Granting Lender. (c) Each party hereto agrees that no SPC shall be liable for any indemnity or payment under this Agreement for which a Granting Lender would otherwise be liable so long as, and to the extent that, the Granting Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this 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 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 of America or any State thereof. (d) Notwithstanding anything to the contrary contained in this Agreement, an SPC may (i) at any time and without paying any processing fee therefor, assign or participate all or a portion of its interests in any Loans or Participations as they may exist consistent with the terms of this Section 12.15 to its Granting Lender or to any financial institutions providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Loans or Participations, and (ii) disclose on a confidential basis any nonpublic information relating to Advances made by such SPC hereunder to any rating agency, commercial paper dealer or provider of any surety or guarantee to such SPC. (e) This Section 12.15 may not be amended without the prior written consent of the Granting Lender on behalf of which such SPC has made all or any part of its Advances which remain outstanding at the time of such amendment.

Special Funding Option. (a) Notwithstanding anything to the contrary contained herein, any Lender (for the purposes of this Section 12.159.14, a "“Granting Lender"”) may grant to a special purpose funding vehicle (for the purposes of this Section 12.159.14, an "“SPC"”) the option to make, on behalf of such Granting Lender, all or a portion of the Advances and Participations Loans which such Granting Lender is obligated to make (a "“Funding Obligation"”) under the applicable Facilityits Revolving Commitment, such option to be exercisable in the sole discretion of the SPC; , provided, however, that (i) such Granting Lender's ’s obligations under this Agreement and the Loan Documents shall remain unchanged, including without limitation the indemnification obligations of the Granting Lender pursuant to Section 11.05 9.03 hereof;; 64 (ii) such Granting Lender shall remain solely responsible to the other parties hereto for the performance of all Funding Obligations; (iii) the Applicable Borrowers Borrower and the Lenders shall continue to deal solely and directly with such Granting Lender in connection with such Granting Lender's ’s rights and obligations under this Agreement; the Agent shall continue to deal directly with the Granting Lender as agent for the SPC with respect to distribution of payment of principal, ; interest and fees, notices of Conversion and Continuation and all other matters; (iv) such Granting Lender shall retain the sole right to enforce the obligations of the Applicable Borrowers Borrower relating to its Loans and its Notes and its Participations and to approve any amendment, modification, or waiver of any provision provisions of this Agreement, each of which may, if so agreed in writing between the Granting Lender and the SPC, require the prior consent of any such SPC which has exercised the option to undertake the Funding Obligation in connection with such Granting Lender's ’s Commitments and Participations and Obligations owing thereto before the Granting Lender approves any such amendment, modification or waiver; (v) the granting of such option shall not constitute an assignment to or participation of such SPC of or in the Granting Lender's ’s Commitments and Participations and Obligations owing thereto; (vi) such SPC shall not become a Lender hereunder as a result of the granting of such option; (vii) such SPC shall not become obligated or committed to make Advances Loans as a result of the granting of such option; (viii) if such SPC elects not to exercise such option or otherwise fails to make all or any part of an Advance or Participationa Loan, the Granting Lender shall retain its Funding Obligation and be obligated to make the entire Advance or Participation Loan or any portion of such Advance or Participation Loan not made by such SPC; and (ix) any SPC may, with notice to, but without the prior written consent of, the Borrowers and the Agent and without paying any processing fee therefor, assign all or a portion of its interests as a participant or subparticipant in no event shall any liability Loans to the Granting Lender or obligation to any financial institutions (consented to by the Borrower and Agent) providing liquidity and/or credit support to or for the account of such SPC to support the Parent, any other Borrower funding or any Guarantor be created or increased by reason maintenance of the matters described in this Section 12.15, including without limitation any liability or withholding obligation for Taxes, Other Taxes or Further TaxesLoans. (b) Advances and Participations Loans made by an SPC hereunder shall be deemed to satisfy the Funding Obligation and utilize the Revolving Commitment of the Granting Lender as if, and to the same extent, such Advances Loans were made by such Granting Lender. (c) Each party hereto agrees that no SPC shall be liable for any indemnity or payment under this Agreement for which a Granting Lender would otherwise be liable so long as, and to the extent that, the Granting Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this 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 senior indebtedness 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 of America or any State thereofthereof arising out of or relating to transactions under this Agreement or the other Loan Documents. (d) Notwithstanding anything to the contrary contained in this Agreement, an SPC may (i) at any time and without paying any processing fee therefor, assign or participate all or a portion of its interests in any Loans or Participations as they may exist consistent with the terms of this Section 12.15 to its Granting Lender or to any financial institutions providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Loans or Participations, and (ii) disclose on a confidential basis any nonpublic information relating to Advances Loans made by such SPC hereunder to any rating agency, commercial paper dealer or provider of any surety or guarantee to such SPC. (e) This Section 12.15 9.14 may not be amended without the prior written consent of the Granting Lender Lenders on behalf of which such each SPC has made all or any part of its Advances Loans which remain outstanding at the time of such amendment.

Special Funding Option. (a) Notwithstanding anything to the contrary contained herein, any Lender (for the purposes of this Section 12.1510.20, a "Granting Lender") may grant to a special purpose funding vehicle which is an Affiliate of the Granting Lender (for the purposes of this Section 12.1510.20, an "SPC") the option to make, on behalf of such Granting Lender, all or a portion of the Advances Revolving Loans and Participations participations (including Offshore Currency Risk Participations) which such Granting Lender is obligated to make (a "Funding Obligation") under the applicable FacilityAgreement, such option to be exercisable in the sole discretion of the SPC; provided, however, that (i) such Granting Lender's obligations under this Agreement and the Loan Documents shall remain unchanged, including without limitation the indemnification obligations of the Granting Lender pursuant to Section 11.05 hereof9.07 hereof and its Funding Obligations in each currency with respect to which it is an Offshore Currency Funding Lender; (ii) such Granting Lender shall remain solely responsible to the other parties hereto for the performance of all Funding ObligationsObligations including without limitation its Funding Obligations in each currency with respect to which it is an Offshore Currency Funding Lender; (iii) the Applicable Borrowers each Loan Party and the Lenders shall continue to deal solely and directly with such Granting Lender in connection with such Granting Lender's rights and obligations under this Agreement; the Administrative Agent shall continue to deal directly with the Granting Lender as agent for the SPC with respect to distribution of payment of principal, interest and fees, notices of Conversion and Continuation and all other matters; (iv) such Granting Lender shall retain the sole right to enforce the obligations of the Applicable Borrowers relating to its Revolving Loans and its Notes and its Participations participations (including Offshore Currency Risk Participations) and to approve any amendment, modification, or waiver of any provision of this Agreement, each of which may, if so agreed in writing between the Granting Lender and the SPC, require the prior consent of any such SPC which has exercised the option to undertake the Funding Obligation in connection with such Granting Lender's Commitments and Participations participations (including Offshore Currency Risk Participations) and Obligations owing thereto before the Granting Lender approves any such amendment, modification or waiver; (v) the granting of such option shall not constitute an assignment to or participation of such SPC of or in the Granting Lender's Commitments and Participations participations (including Offshore Currency Risk Participations) and Obligations owing thereto; (vi) such SPC shall not become a Lender hereunder as a result of the granting of such option; (vii) such SPC shall not become obligated or committed to make Advances Loans as a result of the granting of such option; (viii) if such SPC elects not to exercise such option or otherwise fails to make all or any part of an Advance a Revolving Loan or Participationparticipation, including Offshore Currency Risk Participations, the Granting Lender shall retain its Funding Obligation including without limitation its Funding Obligations in each currency with respect to which it is an Offshore Currency Funding Lender and be obligated to make the entire Advance Revolving Loan or Participation participation (including Offshore Currency Risk Participations) or any portion of such Advance Revolving Loan or Participation participation (including Offshore Currency Risk Participations) not made by such SPC; and (ix) in no event shall any liability or obligation of the Parent, any other Borrower or any Guarantor be created or increased by reason of the matters described in this Section 12.15, including without limitation any liability or withholding obligation for Taxes, Other Taxes or Further Taxes. (b) Advances Revolving Loans and Participations participations (including Offshore Currency Risk Participations) made by an SPC hereunder shall be deemed to satisfy the Funding Obligation and utilize the Revolving Credit Commitment of the Granting Lender as if, and to the same extent, such Advances Revolving Loans and participations were made by such Granting Lender. (c) Each party hereto agrees that no SPC shall be liable for any indemnity or payment under this Agreement for which a Granting Lender would otherwise be liable so long as, and to the extent that, the Granting Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this 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 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 of America or any State thereof. (d) Notwithstanding anything to the contrary contained in this Agreement, an SPC may (i) at any time and without paying any processing fee therefor, assign or participate all or a portion of its interests in any Revolving Loans or Participations participations (including Offshore Currency Risk Participations) as they may exist consistent with the terms of this Section 12.15 10.20 to its Granting Lender or to any financial institutions providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Loans or Participations, and (ii) disclose on a confidential basis any nonpublic information relating to Advances Revolving Loans and participations made by such SPC hereunder to any rating agency, commercial paper dealer or provider of any surety or guarantee to such SPC. (e) An SPC shall not be entitled to receive any greater payment under Sections 3.01 or 3.04 than the applicable Granting Lender would have been entitled to receive with respect to the Funding Obligations undertaken by such SPC, unless the undertaking of the Funding Obligations by such SPC is made with the Company's prior written consent. An SPC that would be a Foreign Lender or a Qualifying Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 unless the Company is notified of the Funding Obligations undertaken by such SPC and such SPC agrees, for the benefit of the Company to comply with Section 10.15 as though it were a Lender. (f) This Section 12.15 10.20 may not be amended without the prior written consent of the Granting Lender on behalf of which such SPC has made all or any part of its Advances Revolving Loans which remain outstanding at the time of such amendment.