Common use of SPCs Clause in Contracts

SPCs. Notwithstanding anything to the contrary contain herein, any Bank except the Agent, (a “Granting Bank”) may grant to a special purpose funding vehicle (an “SPC”) the option to fund all or any part of any Loan that such Granting Bank would otherwise be obligated to fund pursuant to this Agreement; provided, that (i) nothing herein shall constitute a commitment by any SPC to fund any Loan, (ii) if an SPC elects not to exercise such option or otherwise fails to fund all or any part of such Loan, the Granting Bank shall be obligated to fund such Loan pursuant to the terms hereof, (iii) no SPC shall have any voting rights pursuant to Section 11.1 (all such voting rights shall be retained by the Granting Bank) and (iv) with respect to notices, payments and other matters hereunder, the Company, the Agent and the Banks shall not be obligated to deal with an SPC, but may limit their communications and other dealings relevant to such SPC to the applicable Granting Bank. The funding of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Bank to the same extent that, and as if, such Loan were funded by such Granting Bank. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or payment under this Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Granting Bank provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreements shall survive 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 laws of the United States or any state thereof. Notwithstanding anything to the contrary contained in this Agreement, any SPC may disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee to such SPC. The grant of an option pursuant to this Section shall not be deemed either an assignment or a participation pursuant to Section 11.16 or 11.17, respectively, and shall not reduce the Commitment of the Granting Bank. This Section 11.21 may not be amended without the prior written consent of each Granting Bank, all or any part of whose Loan is being funded by an SPC at the time of such amendment.

SPCs. Notwithstanding anything to the contrary contain contained herein, any Bank except the AgentLender, (a “"Granting Bank”Lender") may grant to a special purpose funding vehicle (an “"SPC”") the option to fund all or any part of any Loan that such Granting Bank Lender would otherwise be obligated to fund pursuant to this Credit Agreement; provided, provided that (i) nothing herein shall constitute a commitment by any SPC to fund any Loan, (ii) if an SPC elects not to exercise such option or otherwise fails to fund all or any part of such Loan, the Granting Bank Lender shall be obligated to fund such Loan pursuant to the terms hereof, (iii) no SPC shall have any voting rights pursuant to Section 11.1 11.6 (all such voting rights shall be retained by the Granting BankLenders) and (iv) with respect to notices, payments and other matters hereunder, the CompanyCredit Parties, the Administrative Agent and the Banks Lenders shall not be obligated to deal with an SPC, but may limit their communications and other dealings relevant to such SPC to the applicable Granting BankLender. The funding of a Loan by an SPC hereunder shall utilize the Loan Commitment of the Granting Bank Lender to the same extent that, and as if, such Loan were funded by such Granting BankLender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Granting Bank Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreements shall survive termination of this Credit 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 laws of the United States or any state State thereof. Notwithstanding anything to the contrary contained in this Credit Agreement, any SPC may disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee to such SPC. The grant of an option pursuant to this Section shall not be deemed either an assignment or a participation pursuant to Section 11.16 or 11.17, respectively, and shall not reduce the Commitment of the Granting Bank. This Section 11.21 clause (h) may not be amended without the prior written consent of each Granting BankLender, all or any part of whose Loan is being funded by an SPC at the time of such amendment.

SPCs. Notwithstanding anything to the contrary contain contained herein, any Bank except the Agent, Lender (a “Granting BankLender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower (an “SPC”) the option to fund provide all or any part of any Loan that such Granting Bank Lender would otherwise be obligated to fund make pursuant to this Agreement; provided, provided that (i) nothing herein shall constitute a commitment by any SPC to fund any Loan, Loan and (ii) if an SPC elects not to exercise such option or otherwise fails to fund make all or any part of such Loan, the Granting Bank Lender shall be obligated to fund make such 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 increase the costs or expenses or otherwise increase or change the obligations of the Borrower under this Agreement (including its obligations under Section 3.01 or 3.02), (iiiii) no SPC shall have be liable for any voting rights pursuant to Section 11.1 (all indemnity or similar payment obligation under this Agreement for which a Lender would be liable and such voting rights liability shall be retained by remain with the Granting Bank) Lender, and (iviii) with respect to noticesthe Granting Lender shall for all purposes, payments and including the approval of any amendment, waiver or other matters modification of any provision of any Loan Document, remain the lender of record hereunder, the Company, the Agent and the Banks shall not be obligated to deal with an SPC, but may limit their communications and other dealings relevant to such SPC to the applicable Granting Bank. The funding making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Bank Lender to the same extent thatextent, and as if, such Loan were funded made by such Granting Bank. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or payment under this Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Granting Bank provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreements shall survive 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 laws of the United States or any state thereofLender. Notwithstanding anything to the contrary contained in this Agreementherein, any SPC may (i) with notice to, but without prior consent of the Borrower and the Administrative Agent, assign all or any portion of its right to receive payment with respect to any Loan to the Granting Lender and (ii) disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee Guarantee Obligation or credit or liquidity enhancement to such SPC. The grant of an option pursuant to this Section shall not be deemed either an assignment or a participation pursuant to Section 11.16 or 11.17, respectively, and shall not reduce the Commitment of the Granting Bank. This Section 11.21 may not be amended without the prior written consent of each Granting Bank, all or any part of whose Loan is being funded by an SPC at the time of such amendment.

SPCs. Notwithstanding anything to the contrary contain contained herein, any Bank except the Agent, Lender (a “Granting BankLender”) may grant to a special purpose funding vehicle (an “SPC”) ), identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers the option to fund all or any part of any Loan Advance that such Granting Bank Lender would otherwise be obligated to fund pursuant to this Agreement; provided, provided that (i) nothing herein shall constitute a commitment by any SPC to fund any LoanAdvance, (ii) if an SPC elects not to exercise such option or otherwise fails to fund all or any part of such LoanAdvance, the Granting Bank Lender shall be obligated to fund such Loan Advance pursuant to the terms hereof, hereof and (iii) no SPC shall have the Borrowers may bring any voting rights pursuant to Section 11.1 (all such voting rights shall be retained by proceeding against the Granting Bank) and (iv) with respect Lender or the SPC in order to notices, payments and other matters enforce any rights of the Borrowers hereunder, the Company, the Agent and the Banks shall not be obligated to deal with an SPC, but may limit their communications and other dealings relevant to such SPC to the applicable Granting Bank. The funding of a Loan an Advance by an SPC hereunder shall utilize the Commitment of the Granting Bank Lender to the same extent thatextent, and as if, such Loan Advance were funded by such Granting BankLender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or payment under this Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Granting Bank Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreements shall survive 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 laws of the United States or any state thereof. Notwithstanding anything to the contrary contained in this Agreement, any SPC may disclose on a confidential basis any non-public information relating to its funding of Loans Advances to any rating agency, commercial paper dealer or provider of any surety or guarantee to such SPC. The grant of an option pursuant to this Section shall not be deemed either an assignment or a participation pursuant to Section 11.16 or 11.17, respectively, and shall not reduce the Commitment of the Granting Bank. This Section 11.21 paragraph may not be amended without the prior written consent of each Granting BankLender, all or any part of whose Loan Advance is being funded by an SPC at the time of such amendment.

SPCs. Notwithstanding anything to the contrary contain contained herein, any Bank except the Agent, Lender (a “Granting BankLender”) may grant to a special purpose funding vehicle (an “SPC”) the option to fund all or any part of any Loan Advance that such Granting Bank Lender would otherwise be obligated to fund pursuant to this Credit Agreement; provided, provided that (i) nothing herein shall constitute a commitment by any SPC to fund any LoanAdvance, (ii) if an SPC elects not to exercise such option or otherwise fails to fund all or any part of such LoanAdvance, the Granting Bank Lender shall be obligated to fund such Loan Advance pursuant to the terms hereof, (iii) no SPC shall have any voting rights pursuant to Section 11.1 9.03 (all such voting rights shall be retained by the Granting Bank) and Lenders), (iv) with respect to notices, payments and other matters hereunder, the CompanyCredit Parties, the Administrative Agent and the Banks Lenders shall not be obligated to deal with an SPC, but may limit their communications and other dealings relevant to such SPC to the applicable Granting BankLender, (v) to the extent the funding by an SPC concerns an amount of less than euro 100,000 (or its equivalent in any other currency) or such greater amount as may be required pursuant to the Dutch Financial Supervision Act as amended from time to time, such SPC is a “Professional Market Party” within the meaning of the Dutch Financial Supervision Act or, as soon as the competent authority publishes its interpretation of the term “public” (as referred to in article 4.1(1) of the Capital Requirements Regulation (EU/575/2013)), is not considered to be part of the public on the basis of such interpretation and (vi) the Granting Lender has provided Whirlpool with three Business Days prior notice of such assignment, including such information regarding the SPC as Whirlpool may reasonably request. The funding of a Loan an Advance by an SPC hereunder shall utilize the Commitment of the Granting Bank Lender to the same extent that, and as if, such Loan Advance were funded by such Granting BankLender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Granting Bank Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreements shall survive termination of this Credit 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 laws of the United States or any state State thereof. Notwithstanding anything to the contrary contained in this Credit Agreement, any SPC may disclose on a confidential basis any non-public information relating to its funding of Loans Advances to any rating agency, commercial paper dealer or provider of any surety surety, guarantee or guarantee credit or liquidity enhancements to such SPC. The grant of an option pursuant to this Section shall not be deemed either an assignment or a participation pursuant to Section 11.16 or 11.17, respectively, and shall not reduce the Commitment of the Granting Bank. This Section 11.21 may not be amended without the prior written consent of each Granting BankLender, all or any part of whose Loan Advance is being funded by an SPC at the time of such amendment.

SPCs. Notwithstanding anything to the contrary contain contained herein, any Bank except the Agent, Lender (a “Granting BankLender”) may grant to a special purpose funding vehicle (an “SPC”) the option to fund all or any part of any Loan Advance that such Granting Bank Lender would otherwise be obligated to fund pursuant to this Credit Agreement; provided, provided that (i) nothing herein shall constitute a commitment by any SPC to fund any LoanAdvance, (ii) if an SPC elects not to exercise such option or otherwise fails to fund all or any part of such LoanAdvance, the Granting Bank Lender shall be obligated to fund such Loan Advance pursuant to the terms hereof, (iii) no SPC shall have any voting rights pursuant to Section 11.1 9.03 (all such voting rights shall be retained by the Granting Bank) and Lenders), (iv) with respect to notices, payments and other matters hereunder, the CompanyCredit Parties, the Administrative Agent and the Banks Lenders shall not be obligated to deal with an SPC, but may limit their communications and other dealings relevant to such SPC to the applicable Granting BankLender and (v) the Granting Lender has provided Whirlpool with three Business Days prior notice of such assignment, including such information regarding the SPC as Whirlpool may reasonably request. The funding of a Loan an Advance by an SPC hereunder shall utilize the Commitment of the Granting Bank Lender to the same extent that, and as if, such Loan Advance were funded by such Granting BankLender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Granting Bank Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreements shall survive termination of this Credit 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 laws of the United States or any state State thereof. Notwithstanding anything to the contrary contained in this Credit Agreement, any SPC may disclose on a confidential basis any non-public information relating to its funding of Loans Advances to any rating agency, commercial paper dealer or provider of any surety surety, guarantee or guarantee credit or liquidity enhancements to such SPC. The grant of an option pursuant to this Section shall not be deemed either an assignment or a participation pursuant to Section 11.16 or 11.17, respectively, and shall not reduce the Commitment of the Granting Bank. This Section 11.21 may not be amended without the prior written consent of each Granting BankLender, all or any part of whose Loan Advance is being funded by an SPC at the time of such amendment.

SPCs. Notwithstanding anything to the contrary contain contained herein, any Bank except the Agent, (a “"Granting Bank”") may grant to a special purpose funding vehicle (an “"SPC”") the option to fund all or any part of any Revolving Loan that such Granting Bank would otherwise be obligated to fund pursuant to this Agreement; provided, provided that (i) nothing herein shall constitute a commitment by any SPC to fund any Revolving Loan, (ii) if an SPC elects not to exercise such option or otherwise fails to fund all or any part of such Revolving Loan, the Granting Bank shall be obligated to fund such Revolving Loan pursuant to the terms hereof, (iii) no SPC shall have any voting rights pursuant to Section 11.1 9.1 (all such voting rights shall be retained by the Granting Bank) and Banks), (iv) with respect to notices, payments and other matters hereunder, the CompanyCredit Parties, the Administrative Agent and the Banks shall not be obligated to deal with an SPC, but may limit their communications and other dealings relevant to such SPC to the applicable Granting Bank, (v) an SPC shall be deemed a Bank for purposes of Section 2.20(e) and shall submit any forms required by Section 2.20(e), and (vi) the provisions of this Section 9.7 shall not impose any increased cost or liability on the Borrower. No additional Notes, if any, shall be required to evidence the Revolving Loans or portions of Revolving Loans made by an SPC and the Granting Bank shall be deemed to hold its Note, if any, as agent for the SPC to the extent of the Revolving Loans or portions of Revolving Loans funded by such SPC. Each Granting Bank shall act as administrative agent for its SPC and give and receive notices and other communications on its behalf. Any payments for the account of any SPC shall be paid to its Granting Bank as administrative agent for such SPC and neither the Borrower nor the Administrative Agent shall be responsible for any Granting Bank's application of such payments. The funding of a Revolving Loan by an SPC hereunder shall utilize the Revolving Commitment of the Granting Bank to the same extent that, and as if, such Revolving Loan were funded by such Granting Bank. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or payment under this Agreement for which a Lender Bank would otherwise be liable for so long as, and to the extent, the Granting Bank provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreements shall survive 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 laws of the United States or any state State thereof. Notwithstanding anything to the contrary contained in this Agreement, any SPC may disclose on a confidential basis any non-public information relating to its funding of Revolving Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee to such SPC. The grant of an option pursuant to this Section shall not be deemed either an assignment or a participation pursuant to Section 11.16 or 11.17, respectively, and shall not reduce the Commitment of the Granting Bank. This Section 11.21 9.7 may not be amended without the prior written consent of each Granting Bank, all or any part of whose Revolving Loan is being funded by an SPC at the time of such amendment. The SPC shall not be deemed to replace the Granting Bank for purposes of Section 8.9 hereof, and payment of the $3,500 fee provided in Section 9.6 for assignments shall not be required in the instance of a grant under this Section 9.7.

SPCs. Notwithstanding anything to the contrary contain contained herein, any Bank except the Agent, Lender (a “"Granting Bank”Lender") may grant to a special purpose funding vehicle (an “"SPC”") the option to fund all or any part of any Loan that such Granting Bank Lender would otherwise be obligated to fund pursuant to this Credit Agreement; provided, provided that (i) nothing herein shall constitute a commitment by any SPC to fund any Loan, (ii) if an SPC elects not to exercise such option or otherwise fails to fund all or any part of such Loan, the Granting Bank Lender shall be obligated to fund such Loan pursuant to the terms hereof, (iii) no SPC shall have any voting rights pursuant to Section 11.1 11.6 (all such voting rights shall be retained by the Granting Bank) and Lenders), (iv) with respect to notices, payments and other matters hereunder, the CompanyBorrower, the Agent and the Banks Lenders shall not be obligated to deal with an SPC, but may limit their communications and other dealings relevant to such SPC to the applicable Granting BankLender, and (v) with respect to the funding of any Loan by an SPC, the Borrower shall not have to pay any greater cost, or incur any greater expense, under the provisions of Section 4 of this Credit Agreement or otherwise, than if all Loans were funded by the applicable Granting Lender without the involvement of an SPC. The funding of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Bank Lender to the same extent that, and as if, such Loan were funded by such Granting BankLender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Granting Bank Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreements shall survive termination of this Credit 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 laws of the United States or any state State thereof. Notwithstanding anything to the contrary contained in this Credit Agreement, any SPC may disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee to such SPC. The grant of an option pursuant to this Section shall not be deemed either an assignment or a participation pursuant to Section 11.16 or 11.17, respectively, and shall not reduce the Commitment of the Granting Bank. This Section 11.21 clause (h) may not be amended without the prior written consent of each Granting BankLender, all or any part of whose Loan is being funded by an SPC at the time of such amendment.

SPCs. Notwithstanding anything to the contrary contain contained herein, any Bank except the Agent, Lender (a “Granting BankLender”) may grant to a special purpose funding vehicle (an “SPC”) the option to fund all or any part of any Loan that such Granting Bank Lender would otherwise be obligated to fund pursuant to this Credit Agreement; provided, provided that (i) nothing herein shall constitute a commitment by any SPC to fund any Loan, (ii) if an SPC elects not to exercise such option or otherwise fails to fund all or any part of such Loan, the Granting Bank Lender shall be obligated to fund such Loan pursuant to the terms hereof, (iii) no SPC shall have any voting rights pursuant to Section 11.1 11.6 (all such voting rights shall be retained by the Granting Bank) and Lenders), (iv) with respect to notices, payments and other matters hereunder, the CompanyBorrower, the Agent and the Banks Lenders shall not be obligated to deal with an SPC, but may limit their communications and other dealings relevant to such SPC to the applicable Granting BankLender, and (v) with respect to the funding of any Loan by an SPC, the Borrower shall not have to pay any greater cost, or incur any greater expense, under the provisions of Section 4 of this Credit Agreement or otherwise, than if all Loans were funded by the applicable Granting Lender without the involvement of an SPC. The funding of a Loan by an SPC hereunder shall utilize the Revolving Loan Commitment of the Granting Bank Lender to the same extent that, and as if, such Loan were funded by such Granting BankLender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Granting Bank Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreements shall survive termination of this Credit 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 laws of the United States or any state State thereof. Notwithstanding anything to the contrary contained in this Credit Agreement, any SPC may disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee to such SPC. The grant of an option pursuant to this Section shall not be deemed either an assignment or a participation pursuant to Section 11.16 or 11.17, respectively, and shall not reduce the Commitment of the Granting Bank. This Section 11.21 clause (h) may not be amended without the prior written consent of each Granting BankLender, all or any part of whose Loan is being funded by an SPC at the time of such amendment.

SPCs. Notwithstanding anything to the contrary contain contained herein, any Bank except the Agent, Lender (a “"Granting Bank”Lender") may grant to a special purpose funding vehicle (an “"SPC”") the option to fund all or any part of any Loan Advance that such Granting Bank Lender would otherwise be obligated to fund pursuant to this Credit Agreement; provided, provided that (i) nothing herein shall constitute a commitment by any SPC to fund any LoanAdvance, (ii) if an SPC elects not to exercise such option or otherwise fails to fund all or any part of such LoanAdvance, the Granting Bank Lender shall be obligated to fund such Loan Advance pursuant to the terms hereof, (iii) no SPC shall have any voting rights pursuant to Section 11.1 9.03 (all such voting rights shall be retained by the Granting Bank) and Lenders), (iv) with respect to notices, payments and other matters hereunder, the CompanyCredit Parties, the Administrative Agent, the Fronting Agent and the Banks Lenders shall not be obligated to deal with an SPC, but may limit their communications and other dealings relevant to such SPC to the applicable Granting BankLender and (v) the Granting Lender has provided Whirlpool with three Business Days prior notice of such assignment, including such information regarding the SPC as Whirlpool may reasonably request, and Whirlpool has confirmed, on behalf of the Dutch Borrowers, that the SPC has the status of a Professional Market Party. For purposes of clause (v) above, if Whirlpool does not raise any objection within the three Business Day period, it shall be deemed to have confirmed that the SPC is a Professional Market Party. The funding of a Loan an Advance by an SPC hereunder shall utilize the Commitment of the Granting Bank Lender to the same extent that, and as if, such Loan Advance were funded by such Granting BankLender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Granting Bank Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreements shall survive termination of this Credit 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 laws of the United States or any state State thereof. Notwithstanding anything to the contrary contained in this Credit Agreement, any SPC may disclose on a confidential basis any non-public information relating to its funding of Loans Advances to any rating agency, commercial paper dealer or provider of any surety surety, guarantee or guarantee credit or liquidity enhancements to such SPC. The grant of an option pursuant to this Section shall not be deemed either an assignment or a participation pursuant to Section 11.16 or 11.17, respectively, and shall not reduce the Commitment of the Granting Bank. This Section 11.21 may not be amended without the prior written consent of each Granting BankLender, all or any part of whose Loan Advance is being funded by an SPC at the time of such amendment.

SPCs. Notwithstanding anything to the contrary contain contained herein, any Bank except the Agent, Lender (a “Granting BankLender”) may grant to a special purpose funding vehicle (an “SPC”) the option to fund all or any part of any Loan that such Granting Bank Lender would otherwise be obligated to fund pursuant to this Agreement; provided, provided that (i) nothing herein shall constitute a commitment by any SPC to fund any Loan, (ii) if an SPC elects not to exercise such option or otherwise fails to fund all or any part of such Loan, the Granting Bank Lender shall be obligated to fund such Loan pursuant to the terms hereof, (iii) no SPC shall have any voting rights pursuant to Section 11.1 11.6 (all such voting rights shall be retained by the Granting Bank) and Lender), (iv) with respect to notices, payments and other matters hereunder, the CompanyBorrower, the Agent and the Banks Lenders shall not be obligated to deal with an SPC, but may limit their communications and other dealings relevant to such SPC to the applicable Granting BankLender, and (v) with respect to the funding of any Loan by an SPC, the Borrower shall not have to pay any greater cost, or incur any greater expense, under the provisions of Section 4 of this Agreement or otherwise, than if all Loans were funded by the applicable Granting Lender without the involvement of an SPC. The funding of a Loan by an SPC hereunder shall utilize the Revolving Loan Commitment of the Granting Bank Lender to the same extent that, and as if, such Loan were funded by such Granting BankLender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or payment under this Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Granting Bank Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreements shall survive 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 laws of the United States or any state State thereof. Notwithstanding anything to the contrary contained in this Agreement, any SPC may disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee to such SPC. The grant of an option pursuant to this Section shall not be deemed either an assignment or a participation pursuant to Section 11.16 or 11.17, respectively, and shall not reduce the Commitment of the Granting Bank. This Section 11.21 clause (h) may not be amended without the prior written consent of each Granting BankLender, all or any part of whose Loan is being funded by an SPC at the time of such amendment.

SPCs. Notwithstanding anything to the contrary contain contained herein, any Bank except the Agent, Lender (a “Granting BankLender”) may grant to a special purpose funding vehicle (an “SPC”) the option to fund all or any part of any Loan that such Granting Bank Lender would otherwise be obligated to fund pursuant to this Credit Agreement; provided, provided that (i) nothing herein shall constitute a commitment by any SPC to fund any Loan, (ii) if an SPC elects not to exercise such option or otherwise fails to fund all or any part of such Loan, the Granting Bank Lender shall be obligated to fund such Loan pursuant to the terms hereof, (iii) no SPC shall have any voting rights pursuant to Section 11.1 11.6 (all such voting rights shall be retained by the Granting Bank) and Lender), (iv) with respect to notices, payments and other matters hereunder, the CompanyBorrower, the Agent and the Banks Lenders shall not be obligated to deal with an SPC, but may limit their communications and other dealings relevant to such SPC to the applicable Granting BankLender, and (v) with respect to the funding of any Loan by an SPC, the Borrower shall not have to pay any greater cost, or incur any greater expense, under the provisions of Section 4 of this Credit Agreement or otherwise, than if all Loans were funded by the applicable Granting Lender without the involvement of an SPC. The funding of a Loan by an SPC hereunder shall utilize the Revolving Loan Commitment of the Granting Bank Lender to the same extent that, and as if, such Loan were funded by such Granting BankLender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Granting Bank Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreements shall survive termination of this Credit 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 laws of the United States or any state State thereof. Notwithstanding anything to the contrary contained in this Credit Agreement, any SPC may disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee to such SPC. The grant of an option pursuant to this Section shall not be deemed either an assignment or a participation pursuant to Section 11.16 or 11.17, respectively, and shall not reduce the Commitment of the Granting Bank. This Section 11.21 clause (h) may not be amended without the prior written consent of each Granting BankLender, all or any part of whose Loan is being funded by an SPC at the time of such amendment.

SPCs. Notwithstanding anything to the contrary contain contained herein, any Bank except the Agent, Lender (a “"Granting Bank”Lender") may grant to a special purpose funding vehicle (an “"SPC”") the option to fund all or any part of any Loan Advance that such Granting Bank Lender would otherwise be obligated to fund pursuant to this Credit Agreement; provided, provided that (i) nothing herein shall constitute a commitment by any SPC to fund any LoanAdvance, (ii) if an SPC elects not to exercise such option or otherwise fails to fund all or any part of such LoanAdvance, the Granting Bank Lender shall be obligated to fund such Loan Advance pursuant to the terms hereof, (iii) no SPC shall have any voting rights pursuant to Section 11.1 9.03 (all such voting rights shall be retained by the Granting BankLenders) and (iv) with respect to notices, payments and other matters hereunder, the CompanyCredit Parties, the Administrative Agent and the Banks Lenders shall not be obligated to deal with an SPC, but may limit their communications and other dealings relevant to such SPC to the applicable Granting BankLender. The funding of a Loan an Advance by an SPC hereunder shall utilize the Commitment of the Granting Bank Lender to the same extent that, and as if, such Loan Advance were funded by such Granting BankLender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Granting Bank Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreements shall survive termination of this Credit 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 laws of the United States or any state State thereof. Notwithstanding anything to the contrary contained in this Credit Agreement, any SPC may disclose on a confidential basis any non-public information relating to its funding of Loans Advances to any rating agency, commercial paper dealer or provider of any surety surety, guarantee or guarantee credit or liquidity enhancements to such SPC. The grant of an option pursuant to this Section shall not be deemed either an assignment or a participation pursuant to Section 11.16 or 11.17, respectively, and shall not reduce the Commitment of the Granting Bank. This Section 11.21 may not be amended without the prior written consent of each Granting BankLender, all or any part of whose Loan Advance is being funded by an SPC at the time of such amendment.

SPCs. Notwithstanding anything to the contrary contain contained herein, any Bank except the Agent, Lender (a “"Granting Bank”Lender") may grant to a special purpose funding vehicle (an “"SPC”") the option to fund all or any part of any Loan that such Granting Bank Lender would otherwise be obligated to fund pursuant to this Credit Agreement; provided, provided that (i) nothing herein shall constitute a commitment by any SPC to fund any Loan, (ii) if an SPC elects not to exercise such option or otherwise fails to fund all or any part of such Loan, the Granting Bank Lender shall be obligated to fund such Loan pursuant to the terms hereof, (iii) no SPC shall have any voting rights pursuant to Section 11.1 (all such voting rights shall be retained by the Granting Bank) 11.6 and (iv) with respect to notices, payments and other matters hereunder, the CompanyCredit Parties, the Agent Agents and the Banks Lenders shall not be obligated to deal with an SPC, but may limit their communications and other dealings relevant to such SPC to the applicable Granting BankLender. The funding of a Loan by an SPC hereunder shall utilize the Revolving Loan Commitment of the Granting Bank Lender to the same extent that, and as if, such Loan were funded by such Granting BankLender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Granting Bank Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreements shall survive 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 laws of the United States or any state thereof. Notwithstanding anything to the contrary contained in this Credit Agreement, any SPC may disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee to such SPC. The grant of an option pursuant to this Section shall not be deemed either an assignment or a participation pursuant to Section 11.16 or 11.17, respectively, and shall not reduce the Commitment of the Granting Bank. This Section 11.21 may not be amended without the prior written consent of each Granting BankLender, all or any part of whose Loan is being funded by an SPC at the time of such amendment.

SPCs. Notwithstanding anything to the contrary contain contained herein, any Bank except the Agent, Lender (a “Granting BankLender”) may grant to a special purpose funding vehicle (an “SPC”) the option to fund all or any part of any Loan Advance that such Granting Bank Lender would otherwise be obligated to fund pursuant to this Credit Agreement; provided, provided that (i) nothing herein shall constitute a commitment by any SPC to fund any LoanAdvance, (ii) if an SPC elects not to exercise such option or otherwise fails to fund all or any part of such LoanAdvance, the Granting Bank Lender shall be obligated to fund such Loan Advance pursuant to the terms hereof, (iii) no SPC shall have any voting rights pursuant to Section 11.1 9.03 (all such voting rights shall be retained by the Granting Bank) and Lenders), (iv) with respect to notices, payments and other matters hereunder, the CompanyCredit Parties, the Administrative Agent, the Fronting Agent and the Banks Lenders shall not be obligated to deal with an SPC, but may limit their communications and other dealings relevant to such SPC to the applicable Granting BankLender and (v) the Granting Lender has confirmed that the SPC has the status of a Professional Market Party. The funding of a Loan an Advance by an SPC hereunder shall utilize the Commitment of the Granting Bank Lender to the same extent that, and as if, such Loan Advance were funded by such Granting BankLender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Granting Bank Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreements shall survive termination of this Credit 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 laws of the United States or any state State thereof. Notwithstanding anything to the contrary contained in this Credit Agreement, any SPC may disclose on a confidential basis any non-public information relating to its funding of Loans Advances to any rating agency, commercial paper dealer or provider of any surety surety, guarantee or guarantee credit or liquidity enhancements to such SPC. The grant of an option pursuant to this Section shall not be deemed either an assignment or a participation pursuant to Section 11.16 or 11.17, respectively, and shall not reduce the Commitment of the Granting Bank. This Section 11.21 may not be amended without the prior written consent of each Granting BankLender, all or any part of whose Loan Advance is being funded by an SPC at the time of such amendment.

SPCs. Notwithstanding anything to the contrary contain contained herein, any Bank except the Agent, Lender (a “Granting BankLender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower (an “SPC”) the option to fund provide all or any part of any Loan that such Granting Bank Lender would otherwise be obligated to fund make pursuant to this Agreement; provided, provided that (i) nothing herein shall constitute a commitment by any SPC to fund any Loan, Loan and (ii) if an SPC elects not to exercise such option or otherwise fails to fund make all or any part of such Loan, the Granting Bank Lender shall be obligated to fund make such 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 increase the costs or expenses or otherwise increase or change the obligations of the Borrower under this Agreement (including its obligations under Section 3.01 or 3.02), (iiiii) no SPC shall have be liable for any voting rights pursuant to Section 11.1 (all indemnity or similar payment obligation under this Agreement for which a Lender would be liable and such voting rights liability shall be retained by remain with the Granting Bank) Lender, and (iviii) with respect to noticesthe Granting Lender shall for all purposes, payments and including the approval of any amendment, waiver or other matters modification of any provision of any Loan Document, remain the lender of record hereunder, the Company, the Agent and the Banks shall not be obligated to deal with an SPC, but may limit their communications and other dealings relevant to such SPC to the applicable Granting Bank. The funding making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Bank Lender to the same extent thatextent, and as if, such Loan were funded made by such Granting Bank. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or payment under this Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Granting Bank provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreements shall survive 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 laws of the United States or any state thereofLender. Notwithstanding anything to the contrary contained in this Agreementherein, any SPC may (i) with notice to, but without prior consent of the Borrower and the Administrative Agent, assign all or any portion of its right to receive payment with respect to any Loan to the Granting Lender and (ii) disclose on a confidential basis any non-public non‑public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee Guarantee Obligation or credit or liquidity enhancement to such SPC. The grant of an option pursuant to this Section shall not be deemed either an assignment or a participation pursuant to Section 11.16 or 11.17, respectively, and shall not reduce the Commitment of the Granting Bank. This Section 11.21 may not be amended without the prior written consent of each Granting Bank, all or any part of whose Loan is being funded by an SPC at the time of such amendment.

SPCs. Notwithstanding anything to the contrary contain contained herein, any Bank except the Agent, Lender (a “Granting BankLender”) may grant to a special purpose funding vehicle (an “SPC”) the option to fund all or any part of any Loan Advance that such Granting Bank Lender would otherwise be obligated to fund pursuant to this Credit Agreement; provided, provided that (i) nothing herein shall constitute a commitment by any SPC to fund any LoanAdvance, (ii) if an SPC elects not to exercise such option or otherwise fails to fund all or any part of such LoanAdvance, the Granting Bank Lender shall be obligated to fund such Loan Advance pursuant to the terms hereof, (iii) no SPC shall have any voting rights pursuant to Section 11.1 9.03 (all such voting rights shall be retained by the Granting Bank) and Lenders), (iv) with respect to notices, payments and other matters hereunder, the CompanyWhirlpool, the Administrative Agent and the Banks Lenders shall not be obligated to deal with an SPC, but may limit their communications and other dealings relevant to such SPC to the applicable Granting BankLender and (v) the Granting Lender has provided Whirlpool with three Business Days prior notice of such assignment, including such information regarding the SPC as Whirlpool may reasonably request. The funding of a Loan an Advance by an SPC hereunder shall utilize the Commitment of the Granting Bank Lender to the same extent that, and as if, such Loan Advance were funded by such Granting BankLender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Granting Bank Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreements shall survive termination of this Credit 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 laws of the United States or any state State thereof. Notwithstanding anything to the contrary contained in this Credit Agreement, any SPC may disclose on a confidential basis any non-public information relating to its funding of Loans Advances to any rating agency, commercial paper dealer or provider of any surety surety, guarantee or guarantee credit or liquidity enhancements to such SPC. The grant of an option pursuant to this Section shall not be deemed either an assignment or a participation pursuant to Section 11.16 or 11.17, respectively, and shall not reduce the Commitment of the Granting Bank. This Section 11.21 may not be amended without the prior written consent of each Granting BankLender, all or any part of whose Loan Advance is being funded by an SPC at the time of such amendment.

SPCs. Notwithstanding anything to the contrary contain contained herein, any Bank except the Agent, Lender (a “Granting BankLender”) may grant to a special purpose funding vehicle (an “SPC”) ), identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower the option to fund all or any part of any Loan Advance that such Granting Bank Lender would otherwise be obligated to fund pursuant to this Agreement; provided, that (i) nothing herein shall constitute a commitment by any SPC to fund any LoanAdvance, (ii) if an SPC elects not to exercise such option or otherwise fails to fund all or any part of such LoanAdvance, the Granting Bank Lender shall be obligated to fund such Loan Advance pursuant to the terms hereof, hereof and (iii) no SPC shall have the Borrower may bring any voting rights pursuant to Section 11.1 (all such voting rights shall be retained by proceeding against the Granting Bank) and (iv) with respect Lender or the SPC in order to notices, payments and other matters enforce any rights of the Borrower hereunder, the Company, the Agent and the Banks shall not be obligated to deal with an SPC, but may limit their communications and other dealings relevant to such SPC to the applicable Granting Bank. The funding of a Loan an Advance by an SPC hereunder shall utilize the Commitment of the Granting Bank Lender to the same extent thatextent, and as if, such Loan Advance were funded by such Granting BankLender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or payment under this Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Granting Bank Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreements shall survive 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 laws of the United States or any state thereof. Notwithstanding anything to the contrary contained in this Agreement, any SPC may disclose on a confidential basis any non-public information relating to its funding of Loans Advances to any rating agency, commercial paper dealer or provider of any surety or guarantee to such SPC. The grant of an option pursuant to this Section shall not be deemed either an assignment or a participation pursuant to Section 11.16 or 11.17, respectively, and shall not reduce the Commitment of the Granting Bank. This Section 11.21 paragraph may not be amended without the prior written consent of each Granting BankLender, all or any part of whose Loan Advance is being funded by an SPC at the time of such amendment. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section 10.6, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 8.3 and 10.3 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this Section. Each Granting Lender shall maintain a register of SPCs that conforms to the requirements of the Participation Register as described in Section 10.6(d) with respect to each such SPC’s interest in an Advance hereunder (an “SPC Register”).

SPCs. Notwithstanding anything to the contrary contain contained herein, any Bank except the Agent, Lender (a “Granting BankLender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers (an “SPC”) the option to fund provide all or any part of any Loan Advance that such Granting Bank Lender would otherwise be obligated to fund make pursuant to this Agreement; provided, provided that (i) nothing herein shall constitute a commitment by any SPC to fund any LoanExtension of Credit, and (ii) if an SPC elects not to exercise such option or otherwise fails to fund make all or any part of such LoanExtension of Credit, the Granting Bank Lender shall be obligated to fund make such Loan Extension of Credit pursuant to the terms hereof, (iii) no SPC shall have any voting rights pursuant to Section 11.1 (all such voting rights shall be retained by the Granting Bank) and (iv) with respect to notices, payments and other matters hereunder, the Company, the Agent and the Banks shall not be obligated to deal with an SPC, but may limit their communications and other dealings relevant to such SPC to the applicable Granting Bank. The funding making of a Loan an Extension of Credit by an SPC hereunder shall utilize the Commitment of the Granting Bank Lender to the same extent thatextent, and as if, such Loan Extension of Credit were funded made by such Granting BankLender. Each party hereto hereby agrees that (i) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would otherwise be liable for so long asliable, and (ii) no SPC shall be entitled to the extent, benefits of Sections 5.10 and 5.11 (or any other increased costs protection provision) and (iii) the Granting Bank provides such indemnity or makes such payment. In furtherance of Lender shall for all purposes, including the foregoing, each party hereto hereby agrees (which agreements shall survive 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 approval of any SPCamendment or waiver of any provision of any Loan Document, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under remain the laws Lender of the United States or any state thereofrecord hereunder. Notwithstanding anything to the contrary contained in this Agreement, any SPC may (i) with notice to, but without prior consent of, the Borrowers and the Administrative Agent and without paying any processing fee therefor, assign all or any portion of its interest in any Extension of Credit to the Granting Lender and (ii) disclose on a confidential basis any non-public information relating to its funding of Loans Extensions of Credit to any rating agency, commercial paper dealer or provider of any surety or guarantee or credit or liquidity enhancement to such SPC. The grant of an option pursuant to this Section shall not be deemed either an assignment or a participation pursuant to Section 11.16 or 11.17, respectively, and shall not reduce the Commitment of the Granting Bank. This Section 11.21 subsection (g) may not be amended without the prior written consent of each Granting BankLender, all or any part of whose Loan is Extensions of Credit are being funded by an the SPC at the time of such amendment.

SPCs. Notwithstanding anything to the contrary contain contained herein, any Bank except the Agent, Lender (a “Granting BankLender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower (an “SPC”) the option to fund provide all or any part of any Loan that such Granting Bank Lender would otherwise be obligated to fund make pursuant to this Agreement; provided, provided that (i) nothing herein shall constitute a commitment by any SPC to fund any Loan, Loan and (ii) if an SPC elects not to exercise such option or otherwise fails to fund make all or any part of such Loan, the Granting Bank Lender shall be obligated to fund make such 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 increase the costs or expenses or otherwise increase or change the obligations of the Borrower under this Agreement (including its obligations under Section 3.01 or 3.04), (iiiii) no SPC shall have be liable for any voting rights pursuant to Section 11.1 (all indemnity or similar payment obligation under this Agreement for which a Lender would be liable and such voting rights liability shall be retained by remain with the Granting Bank) Lender, and (iviii) with respect to noticesthe Granting Lender shall for all purposes, payments and including the approval of any amendment, waiver or other matters modification of any provision of any Loan Document, remain the lender of record hereunder, the Company, the Agent and the Banks shall not be obligated to deal with an SPC, but may limit their communications and other dealings relevant to such SPC to the applicable Granting Bank. The funding making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Bank Lender to the same extent thatextent, and as if, such Loan were funded made by such Granting Bank. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or payment under this Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Granting Bank provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreements shall survive 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 laws of the United States or any state thereofLender. Notwithstanding anything to the contrary contained in this Agreementherein, any SPC may (i) with notice to, but without prior consent of the Borrower and the Administrative Agent, assign all or any portion of its right to receive payment with respect to any Loan to the Granting Lender and (ii) disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee Guarantee Obligation or credit or liquidity enhancement to such SPC. The grant of an option pursuant to this Section shall not be deemed either an assignment or a participation pursuant to Section 11.16 or 11.17, respectively, and shall not reduce the Commitment of the Granting Bank. This Section 11.21 may not be amended without the prior written consent of each Granting Bank, all or any part of whose Loan is being funded by an SPC at the time of such amendment.

SPCs. Notwithstanding anything to the contrary contain contained herein, any Bank except the Agent, Lender (a “Granting BankLender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers (an “SPC”) the option to fund provide all or any part of any Loan Advance that such Granting Bank Lender would otherwise be obligated to fund make pursuant to this Agreement; provided, provided that (i) nothing herein shall constitute a commitment by any SPC to fund any LoanExtension of Credit, and (ii) if an SPC elects not to exercise such option or otherwise fails to fund make all or any part of such LoanExtension of Credit, the Granting Bank Lender shall be obligated to fund make such Loan Extension of Credit pursuant to the terms hereof, (iii) no SPC shall have any voting rights pursuant to Section 11.1 (all such voting rights shall be retained by the Granting Bank) and (iv) with respect to notices, payments and other matters hereunder, the Company, the Agent and the Banks shall not be obligated to deal with an SPC, but may limit their communications and other dealings relevant to such SPC to the applicable Granting Bank. The funding making of a Loan an Extension of Credit by an SPC hereunder shall utilize the Commitment of the Granting Bank Lender to the same extent thatextent, and as if, such Loan Extension of Credit were funded made by such Granting BankLender. Each party hereto hereby agrees that (i) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would otherwise be liable for so long asliable, and (ii) no SPC shall be entitled to the extent, benefits of Sections 4.10 and 4.11 (or any other increased costs protection provision) and (iii) the Granting Bank provides such indemnity or makes such payment. In furtherance of Lender shall for all purposes, including the foregoing, each party hereto hereby agrees (which agreements shall survive 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 approval of any SPCamendment or waiver of any provision of any Loan Document, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under remain the laws Lender of the United States or any state thereofrecord hereunder. Notwithstanding anything to the contrary contained in this Agreement, any SPC may (i) with notice to, but without prior consent of, the Borrowers and the Administrative Agent and without paying any processing fee therefor, assign all or any portion of its interest in any Extension of Credit to the Granting Lender and (ii) disclose on a confidential basis any non-–public information relating to its funding of Loans Extensions of Credit to any rating agency, commercial paper dealer or provider of any surety or guarantee or credit or liquidity enhancement to such SPC. The grant of an option pursuant to this Section shall not be deemed either an assignment or a participation pursuant to Section 11.16 or 11.17, respectively, and shall not reduce the Commitment of the Granting Bank. This Section 11.21 subsection (g) may not be amended without the prior written consent of each Granting BankLender, all or any part of whose Loan is Extensions of Credit are being funded by an the SPC at the time of such amendment.

SPCs. Notwithstanding anything to the contrary contain contained herein, any Bank except the Agent, Lender (a “Granting BankLender”) may grant to a special purpose funding vehicle (an “SPC”) the option to fund all or any part of any Loan Advance that such Granting Bank Lender would otherwise be obligated to fund pursuant to this Credit Agreement; provided, provided that (i) nothing herein shall constitute a commitment by any SPC to fund any LoanAdvance, (ii) if an SPC elects not to exercise such option or otherwise fails to fund all or any part of such LoanAdvance, the Granting Bank Lender shall be obligated to fund such Loan Advance pursuant to the terms hereof, (iii) no SPC shall have any voting rights pursuant to Section 11.1 9.03 (all such voting rights shall be retained by the Granting Bank) and Lenders), (iv) with respect to notices, payments and other matters hereunder, the CompanyWhirlpool, the Administrative Agent and the Banks Lenders shall not be obligated to deal with an SPC, but may limit their communications and other dealings relevant to such SPC to the applicable Granting BankLender and (v) the Granting Lender has provided Whirlpool with three Business Days prior notice of such assignment, including such information regarding the SPC as Whirlpool may reasonably request. The funding of a Loan an Advance by an SPC hereunder shall utilize the Commitment of the Granting Bank Lender to the same extent that, and as if, such Loan Advance were funded by such Granting BankLender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Granting Bank Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreements shall survive 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 laws of the United States or any state thereof. Notwithstanding anything to the contrary contained in this Agreement, any SPC may disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee to such SPC. The grant of an option pursuant to this Section shall not be deemed either an assignment or a participation pursuant to Section 11.16 or 11.17, respectively, and shall not reduce the Commitment of the Granting Bank. This Section 11.21 may not be amended without the prior written consent of each Granting Bank, all or any part of whose Loan is being funded by an SPC at the time of such amendment.such

SPCs. Notwithstanding anything to the contrary contain contained herein, any Bank except the Agent, Lender (a “Granting BankLender”) may grant to a special purpose funding vehicle (an “SPC”) the option to fund all or any part of any Loan Advance that such Granting Bank Lender would otherwise be obligated to fund pursuant to this Credit Agreement; provided, provided that (i) nothing herein shall constitute a commitment by any SPC to fund any LoanAdvance, (ii) if an SPC elects not to exercise such option or otherwise fails to fund all or any part of such LoanAdvance, the Granting Bank Lender shall be obligated to fund such Loan Advance pursuant to the terms hereof, (iii) no SPC shall have any voting rights pursuant to Section 11.1 9.03 (all such voting rights shall be retained by the Granting Bank) and Lenders), (iv) with respect to notices, payments and other matters hereunder, the CompanyCredit Parties, the Administrative Agent and the Banks Lenders shall not be obligated to deal with an SPC, but may limit their communications and other dealings relevant to such SPC to the applicable Granting BankLender, (v) in the case of an Advance to a Dutch Borrower (x) to the extent the funding by an SPC concerns an amount of less than euro 100,000 (or its equivalent in any other currency) or such greater amount as may be required pursuant to the Dutch Financial Supervision Act as amended from time to time, such SPC is a “Professional Market Party” within the meaning of the Dutch Financial Supervision Act or (y) as soon as the competent authority publishes its interpretation of the term “public” (as referred to in article 4.1(1) of the Capital Requirements Regulation (EU/575/2013)) and irrespective of the amount of the Advance, the SPC is not considered to be part of the public on the basis of such interpretation and (vi) the Granting Lender has provided Whirlpool with three Business Days prior notice of such assignment, including such information regarding the SPC as Whirlpool may reasonably request. The funding of a Loan an Advance by an SPC hereunder shall utilize the Commitment of the Granting Bank Lender to the same extent that, and as if, such Loan Advance were funded by such Granting BankLender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Granting Bank Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreements shall survive termination of this Credit 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 laws of the United States or any state State thereof. Notwithstanding anything to the contrary contained in this Credit Agreement, any SPC may disclose on a confidential basis any non-public information relating to its funding of Loans Advances to any rating agency, commercial paper dealer or provider of any surety surety, guarantee or guarantee credit or liquidity enhancements to such SPC. The grant of an option pursuant to this Section shall not be deemed either an assignment or a participation pursuant to Section 11.16 or 11.17, respectively, and shall not reduce the Commitment of the Granting Bank. This Section 11.21 may not be amended without the prior written consent of each Granting BankLender, all or any part of whose Loan Advance is being funded by an SPC at the time of such amendment.

SPCs. Notwithstanding anything to the contrary contain contained herein, any Bank except the AgentLender, (a “"Granting Bank”Lender") may grant to a special purpose funding vehicle (an “"SPC”") the option to fund all or any part of any Loan that such Granting Bank Lender would otherwise be obligated to fund pursuant to this Credit Agreement; provided, provided that (i) nothing herein shall constitute a commitment by any SPC to fund any Loan, (ii) if an SPC elects not to exercise such option or otherwise fails to fund all or any part of such Loan, the Granting Bank Lender shall be obligated to fund such Loan pursuant to the terms hereof, (iii) no SPC shall have any voting rights pursuant to Section 11.1 (all such voting rights shall be retained by the Granting Bank) 11.6 and (iv) with respect to notices, payments and other matters hereunder, the CompanyCredit Parties, the Administrative Agent and the Banks Lenders shall not be obligated to deal with an SPC, but may limit their communications and other dealings relevant to such SPC to the applicable Granting BankLender. The funding of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Bank Lender to the same extent that, and as if, such Loan were funded by such Granting BankLender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Granting Bank Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreements shall survive 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 laws of the United States or any state thereof. Notwithstanding anything to the contrary contained in this Credit Agreement, any SPC may disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee to such SPC. The grant of an option pursuant to this Section shall not be deemed either an assignment or a participation pursuant to Section 11.16 or 11.17, respectively, and shall not reduce the Commitment of the Granting Bank. This Section 11.21 clause (f) may not be amended without the prior written consent of each Granting BankLender, all or any part of whose Loan is being funded by an SPC at the time of such amendment.

SPCs. Notwithstanding anything to the contrary contain contained herein, any Bank except the Agent, Lender (a “Granting BankLender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers (an “SPC”) the option to fund provide all or any part of any Loan Advance that such Granting Bank Lender would otherwise be obligated to fund make pursuant to this Agreement; provided, provided that (i) nothing herein shall constitute a commitment by any SPC to fund any LoanExtension of Credit, and (ii) CREDIT AGREEMENT AMONG CIT FINANCE LLC, THE LENDERS, BROADVIEW NETWORKS HOLDINGS, AND CERTAIN SUBSIDIARIES if an SPC elects not to exercise such option or otherwise fails to fund make all or any part of such LoanExtension of Credit, the Granting Bank Lender shall be obligated to fund make such Loan Extension of Credit pursuant to the terms hereof, (iii) no SPC shall have any voting rights pursuant to Section 11.1 (all such voting rights shall be retained by the Granting Bank) and (iv) with respect to notices, payments and other matters hereunder, the Company, the Agent and the Banks shall not be obligated to deal with an SPC, but may limit their communications and other dealings relevant to such SPC to the applicable Granting Bank. The funding making of a Loan an Extension of Credit by an SPC hereunder shall utilize the Commitment of the Granting Bank Lender to the same extent thatextent, and as if, such Loan Extension of Credit were funded made by such Granting BankLender. Each party hereto hereby agrees that (i) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would otherwise be liable for so long asliable, and (ii) no SPC shall be entitled to the extent, benefits of Sections 4.10 and 4.11 (or any other increased costs protection provision) and (iii) the Granting Bank provides such indemnity or makes such payment. In furtherance of Lender shall for all purposes, including the foregoing, each party hereto hereby agrees (which agreements shall survive 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 approval of any SPCamendment or waiver of any provision of any Loan Document, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under remain the laws Lender of the United States or any state thereofrecord hereunder. Notwithstanding anything to the contrary contained in this Agreement, any SPC may (i) with notice to, but without prior consent of, the Borrowers and the Administrative Agent and without paying any processing fee therefor, assign all or any portion of its interest in any Extension of Credit to the Granting Lender and (ii) disclose on a confidential basis any non-public information relating to its funding of Loans Extensions of Credit to any rating agency, commercial paper dealer or provider of any surety or guarantee or credit or liquidity enhancement to such SPC. The grant of an option pursuant to this Section shall not be deemed either an assignment or a participation pursuant to Section 11.16 or 11.17, respectively, and shall not reduce the Commitment of the Granting Bank. This Section 11.21 subsection (g) may not be amended without the prior written consent of each Granting BankLender, all or any part of whose Loan is Extensions of Credit are being funded by an the SPC at the time of such amendment.

SPCs. Notwithstanding anything to the contrary contain contained herein, any Bank except the Agent, Lender (a “Granting BankLender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers (an “SPC”) the option to fund provide all or any part of any Loan Advance that such Granting Bank Lender would otherwise be obligated to fund make pursuant to this Agreement; provided, provided that (i) nothing herein shall constitute a commitment by any SPC to fund any LoanExtension of Credit, and (ii) if an SPC elects not to exercise such option or otherwise fails to fund make all or any part of such LoanExtension of Credit, the Granting Bank Lender shall be obligated to fund make such Loan Extension of Credit pursuant to the terms hereof, (iii) no SPC shall have any voting rights pursuant to Section 11.1 (all such voting rights shall be retained by the Granting Bank) and (iv) with respect to notices, payments and other matters hereunder, the Company, the Agent and the Banks shall not be obligated to deal with an SPC, but may limit their communications and other dealings relevant to such SPC to the applicable Granting Bank. The funding making of a Loan an Extension of Credit by an SPC hereunder shall utilize the Commitment of the Granting Bank Lender to the same extent thatextent, and as if, such Loan Extension of Credit were funded made by such Granting BankLender. Each party hereto hereby agrees that (i) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would otherwise be liable for so long asliable, and (ii) no SPC shall be entitled to the extent, benefits of Sections 4.10 and 4.11 (or any other increased costs protection provision) and (iii) the Granting Bank provides such indemnity or makes such payment. In furtherance of Lender shall for all purposes, including the foregoing, each party hereto hereby agrees (which agreements shall survive 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 approval of any SPCamendment or waiver of any provision of any Loan Document, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under remain the laws Lender of the United States or any state thereofrecord hereunder. Notwithstanding anything to the contrary contained in this Agreement, any SPC may (i) with notice to, but without prior consent of, the Borrowers and the Administrative Agent and without paying any processing fee therefor, assign all or any portion of its interest in any Extension of Credit to the Granting Lender and (ii) disclose on a confidential basis any non-public information relating to its funding of Loans Extensions of Credit to any rating agency, commercial paper dealer or provider of any surety or guarantee or credit or liquidity enhancement to such SPC. The grant of an option pursuant to this Section shall not be deemed either an assignment or a participation pursuant to Section 11.16 or 11.17, respectively, and shall not reduce the Commitment of the Granting Bank. This Section 11.21 subsection (g) may not be amended without the prior written consent of each Granting BankLender, all or any part of whose Loan is Extensions of Credit are being funded by an the SPC at the time of such amendment.

SPCs. Notwithstanding anything to the contrary contain herein, any Bank except the Agent, (a “Granting Bank”) may grant to a special purpose funding vehicle (an “SPC”) the option to fund all or any part of any Loan that such Granting Bank would otherwise be obligated to fund pursuant to this Agreement; provided, that (i) nothing herein shall constitute a commitment by any SPC to fund any Loan, (ii) if an SPC elects not to exercise such option or otherwise fails to fund all or any part of such Loan, the Granting Bank shall be obligated to fund such Loan pursuant to the terms hereof, (iii) no SPC shall have any voting rights pursuant to Section 11.1 (all such voting rights shall be retained by the Granting Bank) and (iv) with respect to notices, payments and other matters hereunder, the Company, Borrower the Agent and the Banks shall not be obligated to deal with an SPC, but may limit their communications and other dealings relevant to such SPC to the applicable Granting Bank. The funding of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Bank to the same extent that, and as if, such Loan were funded by such Granting Bank. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or payment under this Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Granting Bank provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreements shall survive 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 laws of the United States or any state thereof. Notwithstanding anything to the contrary contained in this Agreement, any SPC may disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee to such SPC. The grant of an option pursuant to this Section shall not be deemed either an assignment or a participation pursuant to Section 11.16 or 11.17, respectively, and shall not reduce the Commitment of the Granting Bank. This Section 11.21 may not be amended without the prior written consent of each Granting Bank, all or any part of whose Loan is being funded by an SPC at the time of such amendment.

SPCs. Notwithstanding anything to the contrary contain contained herein, any Bank except the Agent, Lender (a “Granting BankLender”) may grant to a special purpose funding vehicle (an “SPC”) ), identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers the option to fund all or any part of any Loan Advance that such Granting Bank Lender would otherwise be obligated to fund pursuant to this Agreement; provided, provided that (i) nothing herein shall constitute a commitment by any SPC to fund any LoanAdvance, (ii) if an SPC elects not to exercise such option or otherwise fails to fund all or any part of such LoanAdvance, the Granting Bank Lender shall be obligated to fund such Loan Advance pursuant to the terms hereof, hereof and (iii) no SPC shall have the Borrowers may bring any voting rights pursuant to Section 11.1 (all such voting rights shall be retained by proceeding against the Granting Bank) and (iv) with respect Lender or the SPC in order to notices, payments and other matters enforce any rights of the Borrowers hereunder, the Company, the Agent and the Banks shall not be obligated to deal with an SPC, but may limit their communications and other dealings relevant to such SPC to the applicable Granting Bank. The funding of a Loan an Advance by an SPC hereunder shall utilize the Commitment of the Granting Bank Lender to the same extent thatextent, and as if, such Loan Advance were funded by such Granting BankLender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or payment under this Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Granting Bank Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreements shall survive 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 laws of the United States or any state thereof. Notwithstanding anything to the contrary contained in this Agreement, any SPC may disclose on a confidential basis any non-public information relating to its funding of Loans Advances to any rating agency, commercial paper NYDOCS02/1166703 97 dealer or provider of any surety or guarantee to such SPC. The grant of an option pursuant to this Section shall not be deemed either an assignment or a participation pursuant to Section 11.16 or 11.17, respectively, and shall not reduce the Commitment of the Granting Bank. This Section 11.21 paragraph may not be amended without the prior written consent of each Granting BankLender, all or any part of whose Loan Advance is being funded by an SPC at the time of such amendment.

SPCs. Notwithstanding anything to the contrary contain contained herein, any Bank except the Agent, Lender (a “Granting BankLender”) may grant to a special purpose funding vehicle (an “SPC”) the option to fund all or any part of any Loan Advance that such Granting Bank Lender would otherwise be obligated to fund pursuant to this Credit Agreement; provided, provided that (i) nothing herein shall constitute a commitment by any SPC to fund any LoanAdvance, (ii) if an SPC elects not to exercise such option or otherwise fails to fund all or any part of such LoanAdvance, the Granting Bank Lender shall be obligated to fund such Loan Advance pursuant to the terms hereof, (iii) no SPC shall have any voting rights pursuant to Section 11.1 9.03 (all such voting rights shall be retained by the Granting Bank) and Lenders), (iv) with respect to notices, payments and other matters hereunder, the CompanyCredit Parties, the Administrative Agent, the Fronting Agent and the Banks Lenders shall not be obligated to deal with an SPC, but may limit their communications and other dealings relevant to such SPC to the applicable Granting BankLender, (v) to the extent the funding by an SPC concerns an amount of less than euro 50,000 (or its equivalent in any other currency) or such greater amount as may be required pursuant to the Dutch Financial Supervision Act as amended from time to time, such SPC is a “Professional Market Party” within the meaning of the Dutch Financial Supervision Act and (vi) the Granting Lender has provided Whirlpool with three Business Days prior notice of such assignment, including such information regarding the SPC as Whirlpool may reasonably request. The funding of a Loan an Advance by an SPC hereunder shall utilize the Commitment of the Granting Bank Lender to the same extent that, and as if, such Loan Advance were funded by such Granting BankLender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Granting Bank Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreements shall survive termination of this Credit 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 laws of the United States or any state State thereof. Notwithstanding anything to the contrary contained in this Credit Agreement, any SPC may disclose on a confidential basis any non-public information relating to its funding of Loans Advances to any rating agency, commercial paper dealer or provider of any surety surety, guarantee or guarantee credit or liquidity enhancements to such SPC. The grant of an option pursuant to this Section shall not be deemed either an assignment or a participation pursuant to Section 11.16 or 11.17, respectively, and shall not reduce the Commitment of the Granting Bank. This Section 11.21 may not be amended without the prior written consent of each Granting BankLender, all or any part of whose Loan Advance is being funded by an SPC at the time of such amendment.

SPCs. Notwithstanding anything to the contrary contain contained herein, any Bank except the Agent, Lender (a “Granting BankLender”) may grant to a special purpose funding vehicle (an “SPC”) the option to fund all or any part of any Loan Advance that such Granting Bank Lender would otherwise be obligated to fund pursuant to this Credit Agreement; provided, provided that (i) nothing herein shall constitute a commitment by any SPC to fund any LoanAdvance, (ii) if an SPC elects not to exercise such option or otherwise fails to fund all or any part of such LoanAdvance, the Granting Bank Lender shall be obligated to fund such Loan Advance pursuant to the terms hereof, (iii) no SPC shall have any voting rights pursuant to Section 11.1 9.03 (all such voting rights shall be retained by the Granting Bank) and Lenders), (iv) with respect to notices, payments and other matters hereunder, the CompanyBorrowers, the Administrative Agent and the Banks Lenders shall not be obligated to deal with an SPC, but may limit their communications and other dealings relevant to such SPC to the applicable Granting BankLender, (v) in the case of an Advance to a Dutch Borrower (x) to the extent the funding by an SPC concerns an amount of less than euro 100,000 (or its equivalent in any other currency) or such greater amount as may be required pursuant to the Dutch Financial Supervision Act as amended from time to time, such SPC is a “Professional Market Party” within the meaning of the Dutch Financial Supervision Act or (y) as soon as the competent authority publishes its interpretation of the term “public” (as referred to in article 4.1(1) of the Capital Requirements Regulation (EU/575/2013)) and irrespective of the amount of the Advance, the SPC is not considered to be part of the public on the basis of such interpretation and (vi) the Granting Lender has provided Whirlpool with three Business Days prior notice of such assignment, including such information regarding the SPC as Whirlpool may reasonably request. The funding of a Loan an Advance by an SPC hereunder shall utilize the Commitment of the Granting Bank Lender to the same extent that, and as if, such Loan Advance were funded by such Granting BankLender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Granting Bank Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreements shall survive termination of this Credit 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 laws of the United States or any state State thereof. Notwithstanding anything to the contrary contained in this Credit Agreement, any SPC may disclose on a confidential basis any non-public information relating to its funding of Loans Advances to any rating agency, commercial paper dealer or provider of any surety surety, guarantee or guarantee credit or liquidity enhancements to such SPC. The grant of an option pursuant to this Section shall not be deemed either an assignment or a participation pursuant to Section 11.16 or 11.17, respectively, and shall not reduce the Commitment of the Granting Bank. This Section 11.21 may not be amended without the prior written consent of each Granting BankLender, all or any part of whose Loan Advance is being funded by an SPC at the time of such amendment.

SPCs. Notwithstanding anything to the contrary contain contained herein, any Bank except the Agent, Lender (a “"Granting Bank”Lender") may grant to a special purpose funding vehicle (an “"SPC”") the option to fund all or any part of any Loan that such Granting Bank Lender would otherwise be obligated to fund pursuant to this Credit Agreement; provided, provided that (i) nothing herein shall constitute a commitment by any SPC to fund any Loan, (ii) if an SPC elects not to exercise such option or otherwise fails to fund all or any part of such Loan, the Granting Bank Lender shall be obligated to fund such Loan pursuant to the terms hereof, (iii) no SPC shall have any voting rights pursuant to Section 11.1 11.6 (all such voting rights shall be retained by the Granting Bank) and Lenders), (iv) with respect to notices, payments and other matters hereunder, the CompanyBorrower, the Agent and the Banks Lenders shall not be obligated to deal with an SPC, but may limit their communications and other dealings relevant to such SPC to the applicable Granting BankLender, and (v) with respect to the funding of any Loan by an SPC, the Borrower shall not have to pay any greater cost, or incur any greater expense, under the provisions of Section 4 of this Credit Agreement or otherwise, than if all Loans were funded by the applicable Granting Lender without the involvement of an SPC. The funding of a Loan by an SPC hereunder shall utilize the Revolving Loan Commitment of the Granting Bank Lender to the same extent that, and as if, such Loan were funded by such Granting BankLender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Granting Bank Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreements shall survive termination of this Credit 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 laws of the United States or any state State thereof. Notwithstanding anything to the contrary contained in this Credit Agreement, any SPC may disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee to such SPC. The grant of an option pursuant to this Section shall not be deemed either an assignment or a participation pursuant to Section 11.16 or 11.17, respectively, and shall not reduce the Commitment of the Granting Bank. This Section 11.21 clause (h) may not be amended without the prior written consent of each Granting BankLender, all or any part of whose Loan is being funded by an SPC at the time of such amendment.

SPCs. Notwithstanding anything to the contrary contain herein, any Bank except the Agent, (a “"Granting Bank”") may grant to a special purpose funding vehicle (an “"SPC”") the option to fund all or any part of any Loan that such Granting Bank would otherwise be obligated to fund pursuant to this Agreement; provided, that (i) nothing herein shall constitute a commitment by any SPC to fund any Loan, (ii) if an SPC elects not to exercise such option or otherwise fails to fund all or any part of such Loan, the Granting Bank shall be obligated to fund such Loan pursuant to the terms hereof, (iii) no SPC shall have any voting rights pursuant to Section 11.1 (all such voting rights shall be retained by the Granting Bank) and (iv) with respect to notices, payments and other matters hereunder, the Company, Borrower the Agent and the Banks shall not be obligated to deal with an SPC, but may limit their communications and other dealings relevant to such SPC to the applicable Granting Bank. The funding of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Bank to the same extent that, and as if, such Loan were funded by such Granting Bank. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or payment under this Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Granting Bank provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreements shall survive 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 laws of the United States or any state thereof. Notwithstanding anything to the contrary contained in this Agreement, any SPC may disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee to such SPC. The grant of an option pursuant to this Section shall not be deemed either an assignment or a participation pursuant to Section 11.16 or 11.17, respectively, and shall not reduce the Commitment of the Granting Bank. This Section 11.21 may not be amended without the prior written consent of each Granting Bank, all or any part of whose Loan is being funded by an SPC at the time of such amendment.

SPCs. Notwithstanding anything to the contrary contain contained herein, any Bank except the Agent, Lender (a “Granting BankLender”) may grant to a special purpose funding vehicle (an “SPC”) the option to fund all or any part of any Loan Advance that such Granting Bank Lender would otherwise be obligated to fund pursuant to this Credit Agreement; provided, provided that (i) nothing herein shall constitute a commitment by any SPC to fund any LoanAdvance, (ii) if an SPC elects not to exercise such option or otherwise fails to fund all or any part of such LoanAdvance, the Granting Bank Lender shall be obligated to fund such Loan Advance pursuant to the terms hereof, (iii) no SPC shall have any voting rights pursuant to Section 11.1 9.03 (all such voting rights shall be retained by the Granting Bank) and Lenders), (iv) with respect to notices, payments and other matters hereunder, the CompanyCredit Parties, the Administrative Agent, the Fronting Agent and the Banks Lenders shall not be obligated to deal with an SPC, but may limit their communications and other dealings relevant to such SPC to the applicable Granting BankLender, (v) to the extent the funding by an SPC concerns an amount of less than euro 50,000 (or its equivalent in any other currency), such SPC is a “Professional Market Party” within the meaning of the Dutch Financial Supervision Act and (vi) the Granting Lender has provided Whirlpool with three Business Days prior notice of such assignment, including such information regarding the SPC as Whirlpool may reasonably request. The funding of a Loan an Advance by an SPC hereunder shall utilize the Commitment of the Granting Bank Lender to the same extent that, and as if, such Loan Advance were funded by such Granting BankLender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Granting Bank Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreements shall survive termination of this Credit 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 laws of the United States or any state State thereof. Notwithstanding anything to the contrary contained in this Credit Agreement, any SPC may disclose on a confidential basis any non-public information relating to its funding of Loans Advances to any rating agency, commercial paper dealer or provider of any surety surety, guarantee or guarantee credit or liquidity enhancements to such SPC. The grant of an option pursuant to this Section shall not be deemed either an assignment or a participation pursuant to Section 11.16 or 11.17, respectively, and shall not reduce the Commitment of the Granting Bank. This Section 11.21 may not be amended without the prior written consent of each Granting BankLender, all or any part of whose Loan Advance is being funded by an SPC at the time of such amendment.

SPCs. Notwithstanding anything to the contrary contain contained herein, any Bank except the Agent, Lender (a “Granting BankLender”) may grant to a special purpose funding vehicle (an “SPC”) ), identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower the option to fund all or any part of any Loan Advance that such Granting Bank Lender would otherwise be obligated to fund pursuant to this Agreement; provided, that (i) nothing herein shall constitute a commitment by any SPC to fund any LoanAdvance, (ii) if an SPC elects not to exercise such option or otherwise fails to fund all or any part of such LoanAdvance, the Granting Bank Lender shall be obligated to fund such Loan Advance pursuant to the terms hereof, hereof and (iii) no SPC shall have the Borrower may bring any voting rights pursuant to Section 11.1 (all such voting rights shall be retained by proceeding against the Granting Bank) and (iv) with respect Lender or the SPC in order to notices, payments and other matters enforce any rights of the Borrower hereunder, the Company, the Agent and the Banks shall not be obligated to deal with an SPC, but may limit their communications and other dealings relevant to such SPC to the applicable Granting Bank. The funding of a Loan an Advance by an SPC hereunder shall utilize the Commitment of the Granting Bank Lender to the same extent thatextent, and as if, such Loan Advance were funded by such Granting BankLender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or payment under this Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Granting Bank Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreements shall survive 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 laws of the United States or any state thereof. Notwithstanding anything to the contrary contained in this Agreement, any SPC may disclose on a confidential basis any non-non- public information relating to its funding of Loans Advances to any rating agency, commercial paper dealer or provider of any surety or guarantee to such SPC. The grant of an option pursuant to this Section shall not be deemed either an assignment or a participation pursuant to Section 11.16 or 11.17, respectively, and shall not reduce the Commitment of the Granting Bank. This Section 11.21 paragraph may not be amended without the prior written consent of each Granting BankLender, all or any part of whose Loan Advance is being funded by an SPC at the time of such amendment. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section 10.6, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 8.3 and 10.3 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this Section. Each Granting Lender shall maintain a register of SPCs that conforms to the requirements of the Participation Register as described in Section 10.6(d) with respect to each such SPC’s interest in an Advance hereunder (an “SPC Register”).

SPCs. Notwithstanding anything to the contrary contain contained herein, any Bank except the Agent, Lender (a “Granting Bank”"GRANTING LENDER") may grant to a special purpose funding vehicle (an “a "SPC”) "), identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower, the option to fund provide to the Borrower all or any part of any Loan that such Granting Bank Lender would otherwise be obligated to fund make to the Borrower pursuant to this Agreement; provided, that PROVIDED THAT (i) nothing herein shall constitute a commitment by any SPC to fund make any Loan, Loan and (ii) if an SPC elects not to exercise such option or otherwise fails to fund provide all or any part of such Loan, the Granting Bank Lender shall be obligated to fund make such Loan pursuant to the terms hereof, (iii) no SPC shall have any voting rights pursuant to Section 11.1 (all such voting rights shall be retained by the Granting Bank) and (iv) with respect to notices, payments and other matters hereunder, the Company, the Agent and the Banks shall not be obligated to deal with an SPC, but may limit their communications and other dealings relevant to such SPC to the applicable Granting Bank. The funding making of a an Loan by an SPC hereunder shall utilize the Commitment of the Granting Bank Lender to the same extent thatextent, and as if, such Loan were funded made by such Granting BankLender. 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 a Lender would otherwise be liable for so long as, and to the extent, shall remain with the Granting Bank provides such indemnity or makes such paymentLender). In furtherance of the foregoing, each party hereto hereby agrees (which agreements 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 person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any state State thereof. Notwithstanding In addition, notwithstanding anything to the contrary contained in this Agreementclause, any SPC may (i) with notice to, but without the prior written consent of, the Borrower, the Administrative Agent or the Syndication 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, the Syndication Agent and the Administrative Agent) providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Loans and (ii) disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety surety, guarantee or guarantee credit or liquidity enhancement to such SPC. The grant of an option pursuant to this Section shall not be deemed either an assignment or a participation pursuant to Section 11.16 or 11.17, respectively, and shall not reduce the Commitment of the Granting Bank. This Section 11.21 section may not be amended without the prior written consent of the SPC. The Borrower acknowledges and agrees, subject to the next sentence, that, to the fullest extent permitted under applicable law, each SPC, for purposes of SECTIONS 4.3, 4.4, 4.5, 4.6, 4.8, 4.9, 11.3 and 11.4, shall be considered a Lender. The Borrower shall not be required to pay any amount under SECTIONS 4.3, 4.4, 4.5, 4.6, 11.3 and 11.4 that is greater than the amount which it would have been required to pay had no grant been made by a Granting Bank, all or any part of whose Loan is being funded by an SPC at the time of such amendmentLender to a SPC.