Common use of Special Purpose Vehicles Clause in Contracts

Special Purpose Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (an “SPV”), identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part of any Loan that such Granting Lender would otherwise be obligated to make to the Borrower 119 pursuant to this Agreement; provided that (1) nothing herein shall constitute a commitment by any SPV to make any Loan and (2) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. Each party hereto hereby agrees that no SPV 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 SPV, it will not institute against, or join any other Person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any State thereof. In addition, notwithstanding anything to the contrary contained in this Section 9.04, any SPV may (i) with notice to, but without the prior written consent of, the Borrower and the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans to the Granting Lender or to any financial institutions (consented to by the Borrower and Administrative Agent) providing liquidity and/or credit support to or for the account of such SPV to support the funding or maintenance of Loans and (ii) disclose on a confidential basis any nonpublic information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPV.

Special Purpose Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (an “SPV”), identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part of any Loan that such Granting Lender would otherwise be obligated to make to the Borrower 119 pursuant to this Agreement; provided that (1) nothing herein shall constitute a commitment by any SPV to make any Loan and (2) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. Each party hereto hereby agrees that no SPV 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 SPV, it will not institute against, or join any other Person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any State thereof. In addition, notwithstanding anything to the contrary contained in this Section 9.04, any SPV may (i) with notice to, but without the prior written consent of, the Borrower and the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans to the Granting Lender or to any financial institutions (consented to by the Borrower and Administrative Agent) providing liquidity and/or credit support to or for the account of such SPV to support the funding or maintenance of Loans and (ii) disclose on a confidential basis any nonpublic information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPV.

Special Purpose Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (an “SPVSPC”)) owned or administered by such Granting Lender, identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part of any Loan that such Granting Lender would otherwise be obligated to make to the Borrower 119 pursuant to this Agreementmake; provided that (1i) nothing herein shall constitute a commitment by any SPV to make any Loan and by any SPC, (2ii) if an SPV SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated shall, subject to the terms of this Agreement, make such Loan pursuant to the terms hereof, (iii) the rights of any such SPC shall be derivative of the rights of the Granting Lender, and such SPC shall be subject to all of the restrictions upon the Granting Lender herein contained, and (iv) no SPC shall be entitled to the benefits of Sections 2.14 (or any other increased costs protection provision), 2.15 or 2.16. Each SPC shall be conclusively presumed to have made arrangements with its Granting Lender for the exercise of voting and other rights hereunder in a manner which is acceptable to the SPC, the Administrative Agent, the Lenders and the Borrower, and each of the Administrative Agent, the Lenders and the Obligors shall be entitled to rely upon and deal solely with the Granting Lender with respect to Loans made by or through its SPC. The making of a Loan by an SPV SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such the Granting Lender. Each party hereto hereby agrees that no SPV 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 SPVSPC, it will not institute against, or join any other Person person in instituting against, such SPV SPC, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States or any State thereof, in respect of claims arising out of this Agreement; provided that the Granting Lender for each SPC hereby agrees to indemnify, save and hold harmless each other party hereto for any loss, cost, damage and expense arising out of their inability to institute any such proceeding against its SPC. In addition, notwithstanding anything to the contrary contained in this Section 9.04Section, any SPV SPC may (i) with notice to, but without the prior written consent of, of the Borrower and the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans to the its Granting Lender or to any financial institutions (consented to by the Borrower and Administrative Agent) providing liquidity and/or credit support facilities to or for the account of such SPV SPC to fund the Loans made by such SPC or to support the funding securities (if any) issued by such SPC to fund such Loans (but nothing contained herein shall be construed in derogation of the obligation of the Granting Lender to make Loans hereunder); provided that neither the consent of the SPC or maintenance of Loans any such assignee shall be required for amendments or waivers hereunder except for those amendments or waivers for which the consent of participants is required under paragraph (1) below, and (ii) disclose on a confidential basis (in the same manner described in Section 9.13(b)) any nonpublic non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any a surety, guarantee or credit or liquidity enhancement to such SPVSPC.

Special Purpose Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “"Granting Lender”") may grant to a special purpose funding vehicle (an “SPV”)"SPC") of such Granting Lender, identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the BorrowerBorrowers, the option to provide to the Borrower all or any part of any Loan that such Granting Lender would otherwise be obligated to make to the Borrower 119 pursuant to this Agreement; make, provided that (1i) nothing herein shall constitute a commitment by any SPV to make any Loan and by any SPC, (2ii) if an SPV SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof, and (iii) the rights of any such SPC shall be derivative of the rights of the Granting Lender, and such SPC shall be subject to all of the restrictions upon the Granting Lender herein contained. Each SPC shall be conclusively presumed to have made arrangements with its Granting Lender for the exercise of voting and other rights hereunder in a manner which is acceptable to the SPC, the Administrative Agent, the Lenders and the Borrowers, and each of the Administrative Agent, the Lenders and the Borrowers shall be entitled to rely upon and deal solely with the Granting Lender with respect to Loans made by or through its SPC. The making of a Loan by an SPV SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such the Granting Lender. Each party hereto hereby agrees that no SPV 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 SPVSPC, it will not institute against, or join any other Person person in instituting against, such SPV SPC, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States or any State thereof, in respect of claims arising out of this Agreement, provided that the Granting Lender for each SPC hereby agrees to indemnify, save and hold harmless each other party hereto for any loss, cost, damage and expense arising out of their inability to institute any such proceeding against its SPC. In addition, notwithstanding anything to the contrary contained in this Section 9.049.04(i), any SPV SPC may (i) with notice to, but without the prior written consent of, of the relevant Borrower and the Administrative Agent and (which consents shall not be unreasonably withheld) but without paying any processing fee therefor, assign all or a portion of its interests in any Loans to the its Granting Lender or to any financial institutions (consented to by the Borrower and Administrative Agent) providing liquidity and/or credit support facilities to or for the account of such SPV SPC to fund the Loans made by such SPC or to support the funding securities (if any) issued by such SPC to fund such Loans (but nothing contained herein shall be construed in derogation of the obligation of the Granting Lender to make Loans hereunder), provided that neither the consent of the SPC or maintenance of Loans any such assignee shall be required for amendments or waivers hereunder except for those amendments or waivers for which the consent of participants is required under Section 9.02, and (ii) disclose on a confidential basis (in the same manner described in Section 9.12) any nonpublic non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any a surety, guarantee or credit or liquidity enhancement to such SPVSPC.

Special Purpose Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “"Granting Lender”") may grant to a special purpose funding vehicle (an “SPV”)"SPC") of such Granting Lender, identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the BorrowerBorrowers, the option to provide to the Borrower all or any part of any Loan that such Granting Lender would otherwise be obligated to make to the Borrower 119 pursuant to this Agreementmake; provided that (1i) nothing herein shall constitute a commitment by any SPV to make any Loan and by any SPC, (2ii) if an SPV SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof, and (iii) the rights of any such SPC shall be derivative of the rights of the Granting Lender, and such SPC shall be subject to all of the restrictions upon the Granting Lender herein contained. Each SPC shall be conclusively presumed to have made arrangements with its Granting Lender for the exercise of voting and other rights hereunder in a manner which is acceptable to the SPC, the Administrative Agent, the Lenders and the Borrowers, and each of the Administrative Agent, the Lenders and the Borrowers shall be entitled to rely upon and deal solely with the Granting Lender with respect to Loans made by or through its SPC. The making of a Loan by an SPV SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such the Granting Lender. Each party hereto hereby agrees that no SPV 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 SPVSPC, it will not institute against, or join any other Person person in instituting against, such SPV SPC, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States or any State thereof, in respect of claims arising out of this Agreement; provided that the Granting Lender for each SPC hereby agrees to indemnify, save and hold harmless each other party hereto for any loss, cost, damage and expense arising out of their inability to institute any such proceeding against its SPC. In addition, notwithstanding anything to the contrary contained in this Section 9.049.04(i), any SPV SPC may (i) with notice to, but without the prior written consent of, of the relevant Borrower and the Administrative Agent and (which consents shall not be unreasonably withheld) but without paying any processing fee therefor, assign all or a portion of its interests in any Loans to the its Granting Lender or to any financial institutions (consented to by the Borrower and Administrative Agent) providing liquidity and/or credit support facilities to or for the account of such SPV SPC to fund the Loans made by such SPC or to support the funding securities (if any) issued by such SPC to fund such Loans (but nothing contained herein shall be construed in derogation of the obligation of the Granting Lender to make Loans hereunder); provided that neither the consent of the SPC or maintenance of Loans and (ii) disclose on a confidential basis any nonpublic information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee such assignee shall be required for amendments or credit waivers hereunder except for those amendments or liquidity enhancement to such SPV.waivers for which the consent of participants 364-DAY CREDIT AGREEMENT

Special Purpose Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting LenderBank”) may grant to a special purpose funding vehicle (an a “SPVSPC”), identified as such in writing from time to time by the Granting Lender Bank to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part of any Loan the Borrowing that such Granting Lender Bank would otherwise be obligated to make to the Borrower 119 pursuant to this Agreement; provided provided, however, that (1i) nothing herein shall constitute a commitment by any SPV SPC to make any Loan and the Borrowing, (2ii) if an SPV a SPC elects not to exercise such option or otherwise fails to provide all or any part of such LoanBorrowing, the Granting Lender Bank shall be obligated to make such Loan the borrowing pursuant to the terms hereof. The making of a Loan borrowing by an SPV a SPC hereunder shall utilize the Commitment of the Granting Lender Bank to the same extent, and as if, such Loan the borrowing were made by such Granting LenderBank. Each party hereto hereby agrees that no SPV SPC shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting LenderBank). 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 SPVSPC, it will not institute against, or join any other Person person in instituting against, such SPV SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any State thereof. In addition, notwithstanding anything to the contrary contained in this Section 9.0410.6(g), any SPV SPC may (i) with notice to, but without the prior written consent of, the Borrower and the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans borrowings to the Granting Lender Bank or to any financial institutions (consented to by the Borrower and the Administrative Agent) providing liquidity and/or credit support to or for the account of such SPV SPC to support the funding or maintenance of its Loans and (ii) disclose on a confidential basis any nonpublic non-public information relating to its Loans Loan to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPVSPC. This Section 10.6 may not be amended without the written consent of the SPC.

Special Purpose Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (an “SPV”), identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower, Borrowers (an “SPC”) the option to provide to the Borrower all or any part of any Revolving Loan that such Granting Lender would otherwise be obligated to make to the Borrower 119 pursuant to this Agreement; provided that (1i) nothing herein shall constitute a commitment by any SPV SPC to make fund any Loan Revolving Loan, and (2ii) if an SPV SPC elects not to exercise such option or otherwise fails to provide make all or any part of such Revolving Loan, the Granting Lender shall be obligated to make such Revolving Loan pursuant to the terms hereof. Each party hereto hereby agrees that (i) neither the grant to any SPC nor the exercise by any SPC of such option shall (A) increase the costs or expense or otherwise increase or change the rights or obligations of Borrowers under this Agreement or (B) otherwise change any rights or obligations of a Granting Lender under this Agreement (except the obligation to make any Revolving Loan to the extent that such Revolving Loan is made by its SPC in accordance with the Loan Documents) and (ii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of a Revolving Loan by an SPV SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Revolving Loan were made by such Granting Lender. Each party hereto hereby agrees that no SPV shall be liable for any indemnity or similar payment obligation under this Credit 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 SPV, it will not institute against, or join any other Person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any State thereof. In addition, notwithstanding anything to the contrary contained in this Section 9.04, any SPV may (i) with notice to, but without the prior written consent of, the Borrower and the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans to the Granting Lender or to any financial institutions (consented to by the Borrower and Administrative Agent) providing liquidity and/or credit support to or for the account of such SPV to support the funding or maintenance of Loans and (ii) disclose on a confidential basis any nonpublic information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPV.73

Special Purpose Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (an “SPV”), identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower, Company (an “SPC”) the option to provide to the Borrower all or any part of any Committed Loan that such Granting Lender would otherwise be obligated to make to the Borrower 119 pursuant to this Agreement; provided that (1i) nothing herein shall constitute a commitment by any SPV SPC to make fund any Loan Committed Loan, and (2ii) if an SPV SPC elects not to exercise such option or otherwise fails to provide make all or any part of such Committed Loan, the Granting Lender shall be obligated to make such Committed Loan pursuant to the terms hereofhereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.12(c)(ii). Each party hereto hereby agrees that (i) neither the grant to any SPC nor the exercise by any SPC of such option shall increase the costs or expenses or otherwise increase or change the obligations of the Borrowers under this Agreement (including its obligations under Sections 3.01 and 3.04), (ii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (iii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of a Committed Loan by an SPV SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Committed Loan were made by such Granting Lender. Each party hereto hereby agrees that no SPV 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 debt of any SPVSPC, it will not institute against, or join any other Person in instituting against, such SPV SPC any bankruptcy, reorganization, arrangement, insolvency insolvency, or liquidation proceedings proceeding under the laws of the United States or any State thereof. In addition, notwithstanding Notwithstanding anything to the contrary contained in this Section 9.04herein, any SPV SPC may (i) with notice to, but without prior consent of the prior written consent of, the Borrower Company and the Administrative Agent and without paying any with the payment of a processing fee thereforof $2,500, assign all or a any portion of its interests in right to receive payment with respect to any Loans Committed Loan to the Granting Lender or to any financial institutions (consented to by the Borrower and Administrative Agent) providing liquidity and/or credit support to or for the account of such SPV to support the funding or maintenance of Loans and (ii) disclose on a confidential basis any nonpublic non-public information relating to its funding of Committed Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee surety or Guarantee or credit or liquidity enhancement to such SPVSPC.

Special Purpose Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (an “SPV”), identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower, Borrower (an “SPC”) the option to provide to the Borrower all or any part of any Loan that such Granting Lender would otherwise be obligated to make to the Borrower 119 pursuant to this Agreement; provided that (1i) nothing herein shall constitute a commitment by any SPV SPC to make fund any Loan Loan, and (2ii) if an SPV SPC elects not to exercise such option or otherwise fails to provide make all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereofhereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.11(c)(ii). Each party hereto hereby agrees that (i) neither the grant to any SPC nor the exercise by any SPC of such option shall increase the costs or expenses or otherwise increase or change the obligations of the Borrower under this Agreement (including its obligations under Sections 3.01 and 3.04), (ii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (iii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of a Loan by an SPV SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. Each party hereto hereby agrees that no SPV 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 Credit 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 debt of any SPVSPC, it will not institute against, or join any other Person in instituting against, such SPV SPC any bankruptcy, reorganization, arrangement, insolvency insolvency, or liquidation proceedings proceeding under the laws of the United States or any State thereof. In addition, notwithstanding Notwithstanding anything to the contrary contained in this Section 9.04herein, any SPV SPC may (i) with notice to, but without the prior written consent of, of the Borrower and the Administrative Agent and without paying any with the payment of a processing fee thereforof $3,500, assign all or a any portion of its interests in right to receive payment with respect to any Loans Loan to the Granting Lender or to any financial institutions (consented to by the Borrower and Administrative Agent) providing liquidity and/or credit support to or for the account of such SPV to support the funding or maintenance of Loans and (ii) disclose on a confidential basis any nonpublic non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee surety or Guarantee or credit or liquidity enhancement to such SPVSPC.

Special Purpose Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (an “SPV”), identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower, Company (an “SPC”) the option to provide to the Borrower all or any part of any Loan that such Granting Lender would otherwise be obligated to make to the Borrower 119 pursuant to this Agreement; provided that (1i) nothing herein shall constitute a commitment by any SPV SPC to make fund any Loan Loan, and (2ii) if an SPV SPC elects not to exercise such option or otherwise fails to provide make all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereofhereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.11. Each party hereto hereby agrees that (i) neither the grant to any SPC nor the exercise by any SPC of such option shall increase the costs or expenses or otherwise increase or change the obligations of the Borrowers under this Agreement (including its obligations under Sections 3.01 and 3.04), (ii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (iii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of a Loan by an SPV SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. Each party hereto hereby agrees that no SPV 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 debt of any SPVSPC, it will not institute against, or join any other Person in instituting against, such SPV SPC any bankruptcy, reorganization, arrangement, insolvency insolvency, or liquidation proceedings proceeding under the laws of the United States or any State thereof. In addition, notwithstanding Notwithstanding anything to the contrary contained in this Section 9.04herein, any SPV SPC may (i) with notice to, but without prior consent of the prior written consent of, the Borrower Company and the Administrative Agent and without paying any processing fee thereforAgent, assign all or a any portion of its interests in right to receive payment with respect to any Loans Loan to the Granting Lender or to any financial institutions (consented to by the Borrower and Administrative Agent) providing liquidity and/or credit support to or for the account of such SPV to support the funding or maintenance of Loans and (ii) disclose on a confidential basis any nonpublic non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee surety or Guarantee or credit or liquidity enhancement to such SPVSPC.

Special Purpose Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “"Granting Lender”") may grant to a special purpose funding vehicle (an “SPV”)"SPC") of such Granting Lender, identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the BorrowerBorrowers, the option to provide to the Borrower all or any part of any Loan that such Granting Lender would otherwise be obligated to make to the Borrower 119 pursuant to this Agreement; make, provided that (1i) nothing herein shall constitute a commitment by any SPV to make any Loan and by any SPC, (2ii) if an SPV SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof, and (iii) the rights of any such SPC shall be derivative of the rights of the Granting Lender, and such SPC shall be subject to all of the restrictions upon the Granting Lender herein contained. Each SPC shall be conclusively presumed to have made arrangements with its Granting Lender for the exercise of voting and other rights hereunder in a manner which is acceptable to the SPC, the Administrative Agent, the Lenders and the Borrowers, and each of the Administrative Agent, the Lenders and the Borrowers shall be entitled to rely upon and deal solely with the Granting Lender with respect to Loans made by or through its SPC. The making of a Loan by an SPV SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such the Granting Lender. Each party hereto hereby agrees that no SPV 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 SPVSPC, it will not institute against, or 77 - 71 - join any other Person person in instituting against, such SPV SPC, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States or any State thereof, in respect of claims arising out of this Agreement, provided that the Granting Lender for each SPC hereby agrees to indemnify, save and hold harmless each other party hereto for any loss, cost, damage and expense arising out of their inability to institute any such proceeding against its SPC. In addition, notwithstanding anything to the contrary contained in this Section 9.049.04(i), any SPV SPC may (i) with notice to, but without the prior written consent of, of the relevant Borrower and the Administrative Agent and (which consents shall not be unreasonably withheld) but without paying any processing fee therefor, assign all or a portion of its interests in any Loans to the its Granting Lender or to any financial institutions (consented to by the Borrower and Administrative Agent) providing liquidity and/or credit support facilities to or for the account of such SPV SPC to fund the Loans made by such SPC or to support the funding securities (if any) issued by such SPC to fund such Loans (but nothing contained herein shall be construed in derogation of the obligation of the Granting Lender to make Loans hereunder), provided that neither the consent of the SPC or maintenance of Loans any such assignee shall be required for amendments or waivers hereunder except for those amendments or waivers for which the consent of participants is required under Section 9.02, and (ii) disclose on a confidential basis (in the same manner described in Section 9.12) any nonpublic non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any a surety, guarantee or credit or liquidity enhancement to such SPVSPC.

Special Purpose Vehicles. Notwithstanding anything In addition to the contrary contained hereinother rights provided in this Section 12.6, any each Lender (a “Granting Lender”) may may, without notice to or consent of the Agent, grant to a special purpose funding vehicle (an “SPV”), identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower, SPV the option to provide to the Borrower make all or any part of any Loan that such Granting Lender would otherwise be obligated required to make hereunder and, upon the exercise of such option, assign such Loan to the Borrower 119 pursuant to this Agreement; provided that (1) nothing herein shall constitute a commitment by any SPV to make any Loan and (2) if an SPV elects not to (and the exercise of such option or otherwise fails to provide all or any part by such SPV and the making of Loans pursuant thereto shall satisfy the obligation of such Loan, the Granting Lender shall be obligated to make such Loan pursuant Loans hereunder); provided, however, that, (i) such Lender shall have provided to Agent the terms hereof. The making name of a Loan by an each SPV hereunder shall utilize to which such Lender (x) has assigned any Loans or commitments, (y) intends to assign any Loans or commitments in the Commitment of future, or (z) has granted, or intends to grant in the Granting Lender to the same extentfuture, any option, and any other information with respect to such SPV as ifAgent may reasonably request, and (ii) whether as a result of any term of any Financing Document or of such Loan were assignment or grant, (A) no such SPV shall have a commitment, or be deemed to have made by such Granting Lender. Each party hereto hereby agrees that no SPV an offer to commit, to make Loans hereunder, and, except as provided in the applicable option agreement, none shall be liable for any indemnity obligation of such Lender hereunder, (B) such granting or similar payment obligation assigning Lender’s rights and obligations, and the rights and obligations of the Credit Parties, Agent and the other Lenders towards such Lender, under this Agreement (all liability for any Financing Document shall remain unchanged and each other party hereto shall continue to deal solely with such Lender, which shall remain the holder of the Obligations in the Register referred to in Section 12.6(a)(iii), except that each such SPV may receive interest payments that would otherwise be made to such Lender with respect to Loans funded by such SPV only after the SPV has provided a copy of an Assignment Agreement (the “SPV Assignment Agreement”) to the Agent and such Lender evidencing an assignment by such Lender to the SPV as and when permitted by the terms of the financing agreements between such Lender and the SPV and (C) until the Agent receives the SPV Assignment Agreement, the consent of such SPV shall not be required (either directly, as a restraint on such Lender’s ability to consent hereunder or otherwise) for any amendments, waivers or consents with respect to any Financing Document or to exercise or refrain from exercising any powers or rights such Lender may have under or in respect of the Financing Documents (including the right to enforce or direct enforcement of the Obligations) and (iv) after the Agent receives the SPV Assignment Agreement, the Agent shall record such SPV Assignment Agreement in the Register in accordance with Section 12.6(a)(iii) above and shall otherwise comply with the Granting Lender)provisions of Section 12.6(a) and the SPV shall be a Lender to the extent of its outstanding Loans. In furtherance of the foregoing, each No party hereto hereby agrees shall institute (which agreement and each Borrower and Holdings shall survive the termination cause each other Credit Party not to institute) against any SPV assignee or grantee of an option pursuant to this AgreementSection 12.6(c) thatany bankruptcy, reorganization, insolvency, liquidation or similar proceeding, 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 such SPV; provided, however, that each Lender having designated an SPV as such agrees to indemnify each Indemnitee against any SPV, it will not institute againstindemnified liability that may be incurred by, or join any other Person in instituting asserted against, such Indemnitee as a result of failing to institute such proceeding (including a failure to get reimbursed by such SPV for any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under such indemnified liability). The agreement in the laws preceding sentence shall survive the payment in full of the United States or any State thereof. In addition, notwithstanding anything to the contrary contained in this Section 9.04, any SPV may (i) with notice to, but without the prior written consent of, the Borrower Obligations and the Administrative Agent and without paying any processing fee therefor, assign all or a portion termination of its interests in any Loans to the Granting Lender or to any financial institutions (consented to by the Borrower and Administrative Agent) providing liquidity and/or credit support to or for the account of such SPV to support the funding or maintenance of Loans and (ii) disclose on a confidential basis any nonpublic information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPVthis Agreement.”

Special Purpose Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (an “SPV”), identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower, Company (an “SPC”) the option to provide to the Borrower all or any part of any Loan that such Granting Lender would otherwise be obligated to make to the Borrower 119 pursuant to this Agreement; provided that (1i) nothing herein shall constitute a commitment by any SPV SPC to make fund any Loan Loan, and (2ii) if an SPV SPC elects not to exercise such option or otherwise fails to provide make all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereofhereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.12(c)(ii). Each party hereto hereby agrees that (i) neither the grant to any SPC nor the exercise by any SPC of such option shall increase the costs or expenses or otherwise increase or change the obligations of the Borrowers under this Agreement (including its obligations under Sections 3.01 and 3.04), (ii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (iii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of a Loan by an SPV SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. Each party hereto hereby agrees that no SPV 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 debt of any SPVSPC, it will not institute against, or join any other Person in instituting against, such SPV SPC any bankruptcy, reorganization, arrangement, insolvency insolvency, or liquidation proceedings proceeding under the laws of the United States or any State thereof. In addition, notwithstanding Notwithstanding anything to the contrary contained in this Section 9.04herein, any SPV SPC may (i) with notice to, but without prior consent of the prior written consent of, the Borrower Company and the Administrative Agent and without paying any with the payment of a processing fee thereforof $2,500, assign all or a any portion of its interests in right to receive payment with respect to any Loans Loan to the Granting Lender or to any financial institutions (consented to by the Borrower and Administrative Agent) providing liquidity and/or credit support to or for the account of such SPV to support the funding or maintenance of Loans and (ii) disclose on a confidential basis any nonpublic non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee surety or Guarantee or credit or liquidity enhancement to such SPVSPC.

Special Purpose Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (an “SPVSPC”)) owned or administered by such Granting Lender, identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part of any Loan that such Granting Lender would otherwise be obligated to make to the Borrower 119 pursuant to this Agreementmake; provided that (1i) nothing herein shall constitute a commitment by any SPV to make any Loan and by any SPC, (2ii) if an SPV SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated shall, subject to the terms of this Agreement, make such Loan pursuant to the terms hereof, (iii) the rights of any such SPC shall be derivative of the rights of the Granting Lender, and such SPC shall be subject to all of the restrictions upon the Granting Lender herein contained, and (iv) no SPC shall be entitled to the benefits of Sections 2.14 (or any other increased costs protection provision), 2.15 or 2.16. Each SPC shall be conclusively presumed to have made arrangements with its Granting Lender for the exercise of voting and other rights hereunder in a manner which is acceptable to the SPC, the Administrative Agent, the Lenders and the Borrower, and each of the Administrative Agent, the Lenders and the Obligors shall be entitled to rely upon and deal solely with the Granting Lender with respect to Loans made by or through its SPC. The making of a Loan by an SPV SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such the Granting Lender. Each party hereto hereby agrees that no SPV 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 SPVSPC, it will not institute against, or join any other Person person in instituting against, such SPV SPC, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States or any State thereof, in respect of claims arising out of this Agreement; provided that the Granting Lender for each SPC hereby agrees to indemnify, save and hold harmless each other party hereto for any loss, cost, damage and expense arising out of their inability to institute any such proceeding against its SPC. In addition, notwithstanding anything to the contrary contained in this Section 9.04Section, any SPV SPC may (i) with notice to, but without the prior written consent of, of the Borrower and the Administrative Agent 113 Revolving Credit Agreement and without paying any processing fee therefor, assign all or a portion of its interests in any Loans to the its Granting Lender or to any financial institutions (consented to by the Borrower and Administrative Agent) providing liquidity and/or credit support facilities to or for the account of such SPV SPC to fund the Loans made by such SPC or to support the funding securities (if any) issued by such SPC to fund such Loans (but nothing contained herein shall be construed in derogation of the obligation of the Granting Lender to make Loans hereunder); provided that neither the consent of the SPC or maintenance of Loans any such assignee shall be required for amendments or waivers hereunder except for those amendments or waivers for which the consent of participants is required under paragraph (1) below, and (ii) disclose on a confidential basis (in the same manner described in Section 9.13(b)) any nonpublic non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any a surety, guarantee or credit or liquidity enhancement to such SPVSPC.

Special Purpose Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (an “SPVSPC”)) owned or administered by such Granting Lender, identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part of any Loan that such Granting Lender would otherwise be obligated to make to the Borrower 119 pursuant to this Agreementmake; provided that (1i) nothing herein shall constitute a 121 Revolving Credit Agreement commitment by any SPV to make any Loan and by any SPC, (2ii) if an SPV SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated shall, subject to the terms of this Agreement, make such Loan pursuant to the terms hereof, (iii) the rights of any such SPC shall be derivative of the rights of the Granting Lender, and such SPC shall be subject to all of the restrictions upon the Granting Lender herein contained, and (iv) no SPC shall be entitled to the benefits of Sections 2.14 (or any other increased costs protection provision), 2.15 or 2.16. Each SPC shall be conclusively presumed to have made arrangements with its Granting Lender for the exercise of voting and other rights hereunder in a manner which is acceptable to the SPC, the Administrative Agent, the Lenders and the Borrower, and each of the Administrative Agent, the Lenders and the Obligors shall be entitled to rely upon and deal solely with the Granting Lender with respect to Loans made by or through its SPC. The making of a Loan by an SPV SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such the Granting Lender. Each party hereto hereby agrees that no SPV 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 SPVSPC, it will not institute against, or join any other Person person in instituting against, such SPV SPC, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States or any State thereof, in respect of claims arising out of this Agreement; provided that the Granting Lender for each SPC hereby agrees to indemnify, save and hold harmless each other party hereto for any loss, cost, damage and expense arising out of their inability to institute any such proceeding against its SPC. In addition, notwithstanding anything to the contrary contained in this Section 9.04Section, any SPV SPC may (i) with notice to, but without the prior written consent of, of the Borrower and the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans to the its Granting Lender or to any financial institutions (consented to by the Borrower and Administrative Agent) providing liquidity and/or credit support facilities to or for the account of such SPV SPC to fund the Loans made by such SPC or to support the funding securities (if any) issued by such SPC to fund such Loans (but nothing contained herein shall be construed in derogation of the obligation of the Granting Lender to make Loans hereunder); provided that neither the consent of the SPC or maintenance of Loans any such assignee shall be required for amendments or waivers hereunder except for those amendments or waivers for which the consent of participants is required under paragraph (1) below, and (ii) disclose on a confidential basis (in the same manner described in Section 9.13(b)) any nonpublic non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any a surety, guarantee or credit or liquidity enhancement to such SPVSPC.