Common use of Special Purpose Funding Vehicle Clause in Contracts

Special Purpose Funding Vehicle. Notwithstanding anything to the contrary contained in this §20, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (an “SPC”) of such Granting Lender, identified as such in writing from time to time delivered by the Granting Lender to the Administrative Agent and the Borrowers, the option to provide to a Borrower all or any part of any Loan that such Granting Lender would otherwise be obligated to make to such Borrower pursuant to this Credit Agreement, provided that (a) in the case of any European Loan or European Swingline Loan only, the Loan to which the option applies shall not be assigned to an assignee qualifying as forming part of the “public”, as such term is construed and interpreted in accordance with Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC and subsequent implementation in the Dutch Financial Supervision Act (Wet op het financieel toezicht), (b) nothing herein shall constitute a commitment to make any Loan by any SPC, (c) the Granting Lender’s obligations under this Credit Agreement shall remain unchanged, (d) the Granting Lender should retain the sole right to enforce this Credit Agreement and to approve any amendment, modification or waiver of any provision of this Credit Agreement and (e) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by the Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any expense reimbursement, indemnity or similar payment obligation under this Credit Agreement (all liability for which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to the date that is one year and one day after the later of (i) the payment in full of all outstanding senior indebtedness of any SPC and (ii) the Maturity Date, it will not institute against, or join any other person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States of America or any state thereof. In addition, notwithstanding anything to the contrary contained in this §20.7, any SPC may (A) with notice to, but (except as specified below) without the prior written consent of, the Borrowers or any Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans (provided that, in the case of any European Loan or European Swingline Loan only, the Loan to which the option applies shall not be assigned to an assignee qualifying as forming part of the “public”, as such term is construed and interpreted in accordance with Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC and subsequent implementation in the Dutch Financial Supervision Act (Wet op het financieel toezicht)) to its Granting Lender or to any financial institutions (consented to by the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrowers, which consents shall not be unreasonably withheld or delayed) providing liquidity and/or credit facilities to or for the account of such SPC to fund the Loans made by such SPC or to support the securities (if any) issued by such SPC to fund such Loans and (B) disclose on a confidential basis any non-public information relating to its Loans (other than financial statements referred to in §§8.4 or 9.4) to any rating agency, commercial paper dealer or provider of a surety, guarantee or credit or liquidity enhancement to such SPC. In no event shall the Borrowers be obligated to pay to an SPC that has made a Loan any greater amount than the Borrowers would have been obligated to pay under this Credit Agreement if the Granting Lender had made such Loan. An amendment to this §20.7 without the written consent of an SPC shall be ineffective insofar as it alters the rights and obligations of such SPC.

Special Purpose Funding Vehicle. Notwithstanding anything to the contrary contained in this §20, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (an “SPC”) of such Granting Lender, identified as such in writing from time to time delivered by the Granting Lender to the Administrative Agent and the Borrowers, the option to provide to a Borrower all or any part of any Loan that such Granting Lender would otherwise be obligated to make to such Borrower pursuant to this Credit Agreement, provided that (a) in the case of any European Loan or European Swingline Loan only, the Loan principal amount to which the option applies shall not be assigned to an assignee qualifying as forming part less than EUR50,000 or the Dollar Equivalent of the “public”, as such term is construed and interpreted in accordance with Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC and subsequent implementation in the Dutch Financial Supervision Act (Wet op het financieel toezicht)EUR50,000, (b) nothing herein shall constitute a commitment to make any Loan by any SPC, (c) the Granting Lender’s obligations under this Credit Agreement shall remain unchanged, (d) the Granting Lender should retain the sole right to enforce this Credit Agreement and to approve any amendment, modification or waiver of any provision of this Credit Agreement and (e) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by the Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any expense reimbursement, indemnity or similar payment obligation under this Credit Agreement (all liability for which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to the date that is one year and one day after the later of (i) the payment in full of all outstanding senior indebtedness of any SPC and (ii) the Maturity Date, it will not institute against, or join any other person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States of America or any state thereof. In addition, notwithstanding anything to the contrary contained in this §20.7, any SPC may (A) with notice to, but (except as specified below) without the prior written consent of, the Borrowers or any Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans (provided that, in the case of any European Loan or European Swingline Loan only, such assignment shall be in an amount of at least EUR50,000 or the Loan to which Dollar Equivalent of EUR50,000 or the option applies shall not be assigned to an assignee qualifying as forming part full remaining amount of the “public”, as such term is construed and interpreted in accordance with Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access SPC’s Loans to the activity extent such amount is less than EUR50,000 or the Dollar Equivalent of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC and subsequent implementation in the Dutch Financial Supervision Act (Wet op het financieel toezicht)EUR50,000) to its Granting Lender or to any financial institutions (consented to by the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrowers, which consents shall not be unreasonably withheld or delayed) providing liquidity and/or credit facilities to or for the account of such SPC to fund the Loans made by such SPC or to support the securities (if any) issued by such SPC to fund such Loans and (B) disclose on a confidential basis any non-public information relating to its Loans (other than financial statements referred to in §§8.4 or 9.4) to any rating agency, commercial paper dealer or provider of a surety, guarantee or credit or liquidity enhancement to such SPC. In no event shall the Borrowers be obligated to pay to an SPC that has made a Loan any greater amount than the Borrowers would have been obligated to pay under this Credit Agreement if the Granting Lender had made such Loan. An amendment to this §20.7 without the written consent of an SPC shall be ineffective insofar as it alters the rights and obligations of such SPC.

Special Purpose Funding Vehicle. Notwithstanding anything to the contrary contained in this §20, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (an “SPC”) of such Granting Lender, identified as such in writing from time to time delivered by the Granting Lender to the Administrative Agent and the Borrowers, the option to provide to a Borrower all or any part of any Loan that such Granting Lender would otherwise be obligated to make to such Borrower pursuant to this Credit Agreement, provided that (a) in the case of any European Loan or European Swingline Loan only, the Loan principal amount to which the option applies shall not be assigned to an assignee qualifying as forming part less than EUR50,000 or the Dollar Equivalent of the “public”, as such term is construed and interpreted in accordance with Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC and subsequent implementation in the Dutch Financial Supervision Act (Wet op het financieel toezicht)EUR50,000, (b) nothing herein shall constitute a commitment to make any Loan by any SPC, (c) the Granting Lender’s obligations under this Credit Agreement shall remain unchanged, (d) the Granting Lender should retain the sole right to enforce this Credit Agreement and to approve any amendment, modification or waiver of any provision of this Credit Agreement and (e) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by the Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any expense reimbursement, indemnity or similar payment obligation under this Credit Agreement (all liability for which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to the date that is one year and one day after the later of (i) the payment in full of all outstanding senior indebtedness of any SPC and (ii) the Maturity Date, it will not institute against, or join any other person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States of America or any state State thereof. In addition, notwithstanding anything to the contrary contained in this §20.720.9, any SPC may (A) with notice to, but (except as specified below) without the prior written consent of, the Borrowers or any Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans (provided that, in the case of any European Loan or European Swingline Loan only, such assignment shall be in an amount of at least EUR50,000 or the Loan to which Dollar Equivalent of EUR50,000 or the option applies shall not be assigned to an assignee qualifying as forming part full remaining amount of the “public”, as such term is construed and interpreted in accordance with Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access SPC’s Loans to the activity extent such amount is less than EUR50,000 or the Dollar Equivalent of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC and subsequent implementation in the Dutch Financial Supervision Act (Wet op het financieel toezicht)EUR50,000) to its Granting Lender or to any financial institutions (consented to by the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrowers, which consents shall not be unreasonably withheld or delayed) providing liquidity and/or credit facilities to or for the account of such SPC to fund the Loans made by such SPC or to support the securities (if any) issued by such SPC to fund such Loans and (B) disclose on a confidential basis any non-public information relating to its Loans (other than financial statements referred to in §§8.4 or 9.4) to any rating agency, commercial paper dealer or provider of a surety, guarantee or credit or liquidity enhancement to such SPC. In no event shall the Borrowers be obligated to pay to an SPC that has made a Loan any greater amount than the Borrowers would have been obligated to pay under this Credit Agreement if the Granting Lender had made such Loan. An amendment to this §20.7 20.9 without the written consent of an SPC shall be ineffective insofar as it alters the rights and obligations of such SPC.

Special Purpose Funding Vehicle. Notwithstanding anything to the contrary contained in this §20herein, any Lender Bank (a “Granting LenderBank”) may grant to a special purpose funding vehicle (an “SPC”) which is a wholly-owned subsidiary of such Granting Lender, Bank or an affiliate of such Granting Bank identified as such in writing from time to time delivered by the Granting Lender Bank to the Administrative Agent and the Borrowers, Borrowers (an “SPC”) the option to provide to a Borrower all or any part of any Loan that such Granting Lender Bank would otherwise be obligated to make to such Borrower pursuant to this Credit Agreement, ; provided that (a) in the case of any European Loan or European Swingline Loan only, the Loan to which the option applies shall not be assigned to an assignee qualifying as forming part of the “public”, as such term is construed and interpreted in accordance with Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC and subsequent implementation in the Dutch Financial Supervision Act (Wet op het financieel toezicht), (bi) nothing herein shall constitute a commitment to make any Loan by any SPCSPC to fund any Loan, (c) the Granting Lender’s obligations under this Credit Agreement shall remain unchanged, (d) the Granting Lender should retain the sole right to enforce this Credit Agreement and to approve any amendment, modification or waiver of any provision of this Credit Agreement and (eii) if an SPC elects not to exercise such option or otherwise fails to provide make all or any part of such Loan, the Granting Lender Bank shall be obligated to make such Loan pursuant to the terms hereofhereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under §6.15(a). 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 any Borrower under this Agreement (including its obligations under §6.7, §6.8, §6.10 and §19), (ii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Bank would be liable, and (iii) the Granting Bank shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the Bank of record hereunder. The making of a Loan by an SPC hereunder shall utilize the applicable Commitment of the Granting Lender Bank to the same extent, and as if, such Loan were made by the such Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any expense reimbursement, indemnity or similar payment obligation under this Credit Agreement (all liability for which shall remain with the Granting Lender)Bank. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to the date that is one year and one day after the later of (i) the payment in full of all outstanding commercial paper or other senior indebtedness debt of any SPC and (ii) the Maturity DateSPC, it will not institute against, or join any other person Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency insolvency, or liquidation proceedings or similar proceedings proceeding under the laws Laws of the United States of America or any state State thereof. In addition, notwithstanding Notwithstanding anything to the contrary contained in this §20.7herein, any SPC may (Ai) with notice to, but (except as specified below) without the prior written consent of, of the Borrowers or any and the Administrative Agent and without paying any processing fee therefor, assign all or a any portion of its interests in right to receive payment with respect to any Loans (provided that, in the case of any European Loan or European Swingline Loan only, the Loan to which the option applies shall not be assigned to an assignee qualifying as forming part of the “public”, as such term is construed and interpreted in accordance with Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC and subsequent implementation in the Dutch Financial Supervision Act (Wet op het financieel toezicht)) to its Granting Lender or to any financial institutions (consented to by the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrowers, which consents shall not be unreasonably withheld or delayed) providing liquidity and/or credit facilities to or for the account of such SPC to fund the Loans made by such SPC or to support the securities (if any) issued by such SPC to fund such Loans Bank and (Bii) disclose on a confidential basis any non-public information relating to its funding of Loans (other than financial statements referred to in §§8.4 or 9.4) to any rating agency, commercial paper dealer or provider of a surety, any surety or guarantee or credit or liquidity enhancement to such SPC. In no event shall the Borrowers be obligated to pay to an SPC that has made a Loan any greater amount than the Borrowers would have been obligated to pay under this Credit Agreement if the Granting Lender had made such Loan. An amendment to this §20.7 without the written consent of an SPC shall be ineffective insofar as it alters the rights and obligations of such SPC.

Special Purpose Funding Vehicle. Notwithstanding anything to the contrary contained in this §20Section 15, any Lender (a “Granting Lender”"GRANTING LENDER") may grant to a special purpose funding vehicle (an “"SPC”") of such Granting Lender, identified as such in writing from time to time delivered by the Granting Lender to the Administrative Agent and the BorrowersBorrower, the option to provide to a the Borrower all or any part of any Revolving Credit Loan that such Granting Lender would otherwise be obligated to make to such the Borrower pursuant to this Credit Agreement, provided PROVIDED that (a) in the case of any European Loan or European Swingline Loan only, the Loan to which the option applies shall not be assigned to an assignee qualifying as forming part of the “public”, as such term is construed and interpreted in accordance with Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC and subsequent implementation in the Dutch Financial Supervision Act (Wet op het financieel toezicht), (b) nothing herein shall constitute a commitment to make any Revolving Credit Loan by any SPC, (cb) the Granting Lender’s Bank's obligations under this Credit Agreement shall remain unchanged, (dc) the Granting Lender should retain the sole right to enforce this Credit Agreement and to approve any amendment, modification or waiver of any provision of this Credit Agreement and (ed) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Revolving Credit Loan, the Granting Lender shall be obligated to make such Revolving Credit Loan pursuant to the terms hereof. The making of a Revolving Credit Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Revolving Credit Loan were made by the Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any expense reimbursement, indemnity or similar payment obligation under this Credit Agreement (all liability for which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to the date that is one year and one day after the later of (i) the payment in full of all outstanding senior indebtedness of any SPC and (ii) the Revolving Credit Loan Maturity Date, it will not institute against, or join any other person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States of America or any state State thereof. In addition, notwithstanding anything to the contrary contained in this §20.7Section 16.9, any SPC may (A) with notice to, but (except as specified below) without the prior written consent of, the Borrowers Borrower or any the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Revolving Credit Loans (provided that, in the case of any European Loan or European Swingline Loan only, the Loan to which the option applies shall not be assigned to an assignee qualifying as forming part of the “public”, as such term is construed and interpreted in accordance with Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC and subsequent implementation in the Dutch Financial Supervision Act (Wet op het financieel toezicht)) to its Granting Lender or to any financial institutions (consented to by the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the BorrowersBorrower, which consents shall not be unreasonably withheld or delayed) providing liquidity and/or credit facilities to or for the account of such SPC to fund the Revolving Credit Loans made by such SPC or to support the securities (if any) issued by such SPC to fund such Revolving Credit Loans and (B) disclose on a confidential basis any non-public information relating to its Revolving Credit Loans (other than financial statements referred to in §§8.4 Sections 7.4 or 9.48.4) to any rating agency, commercial paper dealer or provider of a surety, guarantee or credit or liquidity enhancement to such SPC. In no event shall the Borrowers Borrower be obligated to pay to an SPC that has made a Revolving Credit Loan any greater amount than the Borrowers Borrower would have been obligated to pay under this Credit Agreement if the Granting Lender had made such Revolving Credit Loan. An amendment to this §20.7 Section 15.9 without the written consent of an SPC shall be ineffective insofar as it alters the rights and obligations of such SPC.

Special Purpose Funding Vehicle. Notwithstanding anything to the contrary contained in this §20Section 11, any Lender (a “Granting Lender”"GRANTING LENDER") may grant to a special purpose funding vehicle (an “"SPC”") of such Granting Lender, identified as such in writing from time to time delivered by the Granting Lender to the Administrative Agent and the BorrowersBorrower, the option to provide to a the Borrower all or any part of any Loan that such Granting Lender would otherwise be obligated to make to such the Borrower pursuant to this Credit Agreement; provided, provided however, that (a) in the case of any European Loan or European Swingline Loan only, the Loan to which the option applies shall not be assigned to an assignee qualifying as forming part of the “public”, as such term is construed and interpreted in accordance with Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC and subsequent implementation in the Dutch Financial Supervision Act (Wet op het financieel toezicht), (b) nothing herein shall constitute a commitment to make any Loan by any SPC, ; (b) the Granting Lender's obligations under this Agreement shall remain unchanged; (c) the Granting Lender’s obligations under this Credit Agreement Lender shall remain unchanged, (d) the Granting Lender should retain the sole right to enforce this Credit Agreement and to approve any amendment, modification or waiver of any provision of this Credit Agreement Agreement; and (ed) if an any SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. The making of a any Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by the Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any expense reimbursement, indemnity or similar payment obligation under this Credit Agreement (all liability for which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to the date that is one year and one day after the later of (i) the payment in full of all outstanding senior indebtedness of any SPC SPC, and (ii) the Maturity Date, it will not institute against, or join any other person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States of America or any state State thereof. In addition, notwithstanding anything to the contrary contained in this §20.7Section 11.9, any SPC may (A) with notice to, but (except as specified below) without the prior written consent of, the Borrowers Principal Companies or any the Administrative Agent and without paying any processing fee therefor, assign all or a any portion of its interests in any Loans (provided that, in the case of any European Loan or European Swingline Loan only, the Loan to which the option applies shall not be assigned to an assignee qualifying as forming part of the “public”, as such term is construed and interpreted in accordance with Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC and subsequent implementation in the Dutch Financial Supervision Act (Wet op het financieel toezicht)) to its Granting Lender or to any financial institutions (consented to by the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the BorrowersBorrower, which consents shall not be unreasonably withheld or delayed) providing liquidity and/or credit facilities to or for the account of such SPC to fund the Loans made by such SPC or to support the securities (if any) issued by such SPC to fund such Loans Loans, and (B) disclose on a confidential basis any non-public information relating to its Loans (other than financial statements referred to in §§8.4 or 9.4) to any rating agency, commercial paper dealer or provider of a surety, guarantee or credit or liquidity enhancement to such SPC. In no event shall the Borrowers be obligated to pay to an SPC that has made a Loan any greater amount than the Borrowers would have been obligated to pay under this Credit Agreement if the Granting Lender had made such Loan. An amendment to this §20.7 without the written consent of an SPC shall be ineffective insofar as it alters the rights and obligations of such SPC.a

Special Purpose Funding Vehicle. Notwithstanding anything to the contrary contained in this §2017, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (an “SPC”) of such Granting Lender, identified as such in writing from time to time delivered by the Granting Lender to the Administrative Agent and the BorrowersBorrower, the option to provide to a the Borrower all or any part of any Loan Loans that such Granting Lender would otherwise be obligated to make to such the Borrower pursuant to this Credit Agreement; provided, provided however, that (a) in the case of any European Loan or European Swingline Loan only, the Loan to which the option applies shall not be assigned to an assignee qualifying as forming part of the “public”, as such term is construed and interpreted in accordance with Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC and subsequent implementation in the Dutch Financial Supervision Act (Wet op het financieel toezicht), (b) nothing herein shall constitute a commitment to make any Loan Loans by any SPC, ; (cb) the Granting Lender’s obligations under this Credit Agreement shall remain unchanged, ; (dc) the Granting Lender should shall retain the sole right to enforce this Credit Agreement and to approve any amendment, modification or waiver of any provision of this Credit Agreement Agreement; and (ed) if an any SPC elects not to exercise such option or otherwise fails to provide all or any part of such LoanLoans, the Granting Lender shall be obligated to make such Loan Loans pursuant to the terms hereof. The making of a any Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by the Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any expense reimbursement, indemnity or similar payment obligation under this Credit Agreement (all liability for which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to the date that is one year and one day after the later of (i) the payment in full of all outstanding senior indebtedness of any SPC and (ii) the Maturity Date, it will not institute against, or join any other person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States of America or any state thereof. In addition, notwithstanding anything to the contrary contained in this §20.7, any SPC may (A) with notice to, but (except as specified below) without the prior written consent of, the Borrowers or any Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans (provided that, in the case of any European Loan or European Swingline Loan only, the Loan to which the option applies shall not be assigned to an assignee qualifying as forming part of the “public”, as such term is construed and interpreted in accordance with Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC and subsequent implementation in the Dutch Financial Supervision Act (Wet op het financieel toezicht)) to its Granting Lender or to any financial institutions (consented to by the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrowers, which consents shall not be unreasonably withheld or delayed) providing liquidity and/or credit facilities to or for the account of such SPC to fund the Loans made by such SPC or to support the securities (if any) issued by such SPC to fund such Loans and (B) disclose on a confidential basis any non-public information relating to its Loans (other than financial statements referred to in §§8.4 or 9.4) to any rating agency, commercial paper dealer or provider of a surety, guarantee or credit or liquidity enhancement to such SPC. In no event shall the Borrowers be obligated to pay to an SPC that has made a Loan any greater amount than the Borrowers would have been obligated to pay under this Credit Agreement if the Granting Lender had made such Loan. An amendment to this §20.7 without the written consent of an SPC shall be ineffective insofar as it alters the rights and obligations of such SPC.this

Special Purpose Funding Vehicle. Notwithstanding anything to the contrary contained in this §Section 20, any Lender (a “"Granting Lender”") may grant to a special purpose funding vehicle (an “"SPC”") of such Granting Lender, identified as such in writing from time to time delivered by the Granting Lender to the Administrative Agent and the Borrowers, the option to provide to a Borrower all or any part of any Loan that such Granting Lender would otherwise be obligated to make to such Borrower pursuant to this Credit Agreement, provided that (a) in the case of any European Loan or European Swingline Loan only, the Loan to which the option applies shall not be assigned to an assignee qualifying as forming part of the “public”, as such term is construed and interpreted in accordance with Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC and subsequent implementation in the Dutch Financial Supervision Act (Wet op het financieel toezicht), (b) nothing herein shall constitute a commitment to make any Loan by any SPC, (cb) the Granting Lender’s 's obligations under this Credit Agreement shall remain unchanged, (dc) the Granting Lender should retain the sole right to enforce this Credit Agreement and to approve any amendment, modification or waiver of any provision of this Credit Agreement and (ed) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by the Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any expense reimbursement, indemnity or similar payment obligation under this Credit Agreement (all liability for which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to the date that is one year and one day after the later of (i) the payment in full of all outstanding senior indebtedness of any SPC and (ii) the Maturity Date, it will not institute against, or join any other person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States of America or any state State thereof. In addition, notwithstanding anything to the contrary contained in this §20.7Section 20.9, any SPC may (A) with notice to, but (except as specified below) without the prior written consent of, the Borrowers or any the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans (provided that, in the case of any European Loan or European Swingline Loan only, the Loan to which the option applies shall not be assigned to an assignee qualifying as forming part of the “public”, as such term is construed and interpreted in accordance with Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC and subsequent implementation in the Dutch Financial Supervision Act (Wet op het financieel toezicht)) to its Granting Lender or to any financial institutions (consented to by the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrowers, which consents shall not be unreasonably withheld or delayed) providing liquidity and/or credit facilities to or for the account of such SPC to fund the Loans made by such SPC or to support the securities (if any) issued by such SPC to fund such Loans and (B) disclose on a confidential basis any non-public information relating to its Loans (other than financial statements referred to in §§Sections 8.4 or 9.4) to any rating agency, commercial paper dealer or provider of a surety, guarantee or credit or liquidity enhancement to such SPC. In no event shall the Borrowers be obligated to pay to an SPC that has made a Loan any greater amount than the Borrowers would have been obligated to pay under this Credit Agreement if the Granting Lender had made such Loan. An amendment to this §20.7 Section 20.9 without the written consent of an SPC shall be ineffective insofar as it alters the rights and obligations of such SPC.

Special Purpose Funding Vehicle. Notwithstanding anything to the contrary contained in this §20herein, any Lender (a “Granting Lender”Bank) may grant to a special purpose funding vehicle (an “SPC”) of such Granting LenderBank, identified as such in writing from time to time delivered by the Granting Lender Bank to the Administrative Agent and the BorrowersCompany, the option to provide to a Borrower all or any part of any Loan that such Granting Lender Bank would otherwise be obligated to make to such Borrower pursuant to this Credit Agreementhereunder, provided that (a) in the case of any European Loan or European Swingline Loan only, the Loan to which the option applies shall not be assigned to an assignee qualifying as forming part of the “public”, as such term is construed and interpreted in accordance with Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC and subsequent implementation in the Dutch Financial Supervision Act (Wet op het financieel toezicht), (bi) nothing herein shall constitute a commitment to make any Loan by any SPC, (c) the Granting Lender’s obligations under this Credit Agreement shall remain unchanged, (d) the Granting Lender should retain the sole right to enforce this Credit Agreement and to approve any amendment, modification or waiver of any provision of this Credit Agreement and (eii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender Bank shall be obligated to make such Loan pursuant to the terms hereof, and (iii) the rights of any such SPC shall be derivative of the rights of the Granting Bank, and each SPC shall be subject to all of the restrictions upon the Granting Bank herein contained. Each SPC shall be conclusively presumed to have made arrangements with its Granting Bank for the exercise of voting and other rights hereunder in a manner which is acceptable to the SPC, and the Administrative Agent, the other Lenders and the Company shall be entitled to rely upon and deal solely with the Granting Bank with respect to Loans made by or through its SPC. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender Bank to the same extent, and as if, such Loan were made by the Granting LenderBank. Each party hereto hereby agrees that no SPC shall be liable for any expense reimbursement, indemnity or similar payment obligation under this Credit Agreement (all liability for which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to the date that is one year and one day after the later of (i) the payment in full of all outstanding senior indebtedness of any SPC and (ii) the Maturity DateSPC, it will not institute against, or join any other person in instituting against, such SPC SPC, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States of America or any state State thereof, provided that the Granting Bank for each SPC hereby agrees to indemnify, save and hold harmless each other party hereto for any loss, cost, damage and expense arising out of their inability to institute any such proceeding against its SPC. In addition, notwithstanding anything to the contrary contained in this §20.7Section 11.16, any SPC may (Ai) with notice to, but (except as specified below) without the prior written consent of, the Borrowers Company or any the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans (provided that, in the case of any European Loan or European Swingline Loan only, the Loan to which the option applies shall not be assigned to an assignee qualifying as forming part of the “public”, as such term is construed and interpreted in accordance with Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC and subsequent implementation in the Dutch Financial Supervision Act (Wet op het financieel toezicht)) to its Granting Lender Bank or to any financial institutions (consented to by the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrowers, which consents shall not be unreasonably withheld or delayed) providing liquidity and/or credit facilities to or for the account of such SPC to fund the Loans made by such SPC or to support the securities (if any) issued by such SPC to fund such Loans (but nothing contained herein shall be construed in derogation of the obligation of the Granting Bank to make Loans hereunder), provided that neither the consent of the SPC or of any such assignee shall be required for amendments or waivers of provisions of the Loan Documents, and (Bii) disclose on a confidential basis (in the same manner described in Section 11.15) any non-public information relating to its Loans (other than financial statements referred to in §§8.4 or 9.4) to any rating agency, commercial paper dealer or provider of a surety, guarantee or credit or liquidity enhancement to such SPC. In no event shall the Borrowers be obligated to pay to an SPC that has made a Loan any greater amount than the Borrowers would have been obligated to pay under this Credit Agreement if the Granting Lender had made such Loan. An amendment to this §20.7 without the written consent of an SPC shall be ineffective insofar as it alters the rights and obligations of such SPC.

Special Purpose Funding Vehicle. Notwithstanding anything to the contrary contained in this §2018, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (an “SPC”) of such Granting Lender, identified as such in writing from time to time delivered by the Granting Lender to the Administrative Agent and the BorrowersBorrower, the option to provide to a the Borrower all or any part of any Loan that such Granting Lender would otherwise be obligated to make to such the Borrower pursuant to this Credit Agreement, provided that (a) in the case of any European Loan or European Swingline Loan only, the Loan to which the option applies shall not be assigned to an assignee qualifying as forming part of the “public”, as such term is construed and interpreted in accordance with Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC and subsequent implementation in the Dutch Financial Supervision Act (Wet op het financieel toezicht), (b) nothing herein shall constitute a commitment to make any Loan by any SPC, (cb) the Granting Lender’s Banks obligations under this Credit Agreement shall remain unchanged, (dc) the Granting Lender should shall retain the sole right to enforce this Credit Agreement and to approve any amendment, modification or waiver of any provision of this Credit Agreement and (ed) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by the Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any expense reimbursement, indemnity or similar payment obligation under this Credit Agreement (all liability for which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to the date that is one year and one day after the later of (i) the payment in full of all outstanding senior indebtedness of any SPC and (ii) the Maturity Date, it will not institute against, or join any other person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States of America or any state State thereof. In addition, notwithstanding anything to the contrary contained in this §20.718.9, any SPC may (A) with notice to, but (except as specified below) without the prior written consent of, the Borrowers Credit Parties or any the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans (provided that, in the case of any European Loan or European Swingline Loan only, the Loan to which the option applies shall not be assigned to an assignee qualifying as forming part of the “public”, as such term is construed and interpreted in accordance with Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC and subsequent implementation in the Dutch Financial Supervision Act (Wet op het financieel toezicht)) to its Granting Lender or to any financial institutions (consented to by the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the BorrowersBorrower, which consents shall not be unreasonably withheld or delayed) providing liquidity and/or credit facilities to or for the account of such SPC to fund the Loans made by such SPC or to support the securities (if any) issued by such SPC to fund such Loans and (B) disclose on a confidential basis any non-public information relating to its Loans (other than financial statements referred to in §§8.4 6.2 or 9.47.4) to any rating agency, commercial paper dealer or provider of a surety, guarantee or credit or liquidity enhancement to such SPC. In no event shall the Borrowers Borrower be obligated to pay to an SPC that has made a Loan any greater amount than the Borrowers Borrower would have been obligated to pay under this Credit Agreement if the Granting Lender had made such Loan. An amendment to this §20.7 18.9 without the written consent of an SPC shall be ineffective insofar as it alters the rights and obligations of such SPC.

Special Purpose Funding Vehicle. Notwithstanding anything to the contrary contained in this §2016, any Lender other than a Lender affiliated with a Borrower (a “Granting Lender”) may grant to a special purpose funding vehicle (an “SPCSPV”) of such Granting Lender, identified as such in writing from time to time delivered by the Granting Lender to the Administrative Agent and the Borrowers, the option to provide to a Borrower the Borrowers all or any part of any Loan that such Granting Lender would otherwise be obligated to make to such Borrower the Borrowers pursuant to this Credit Agreement, provided that (a) in the case of any European Loan or European Swingline Loan only, the Loan to which the option applies shall not be assigned to an assignee qualifying as forming part of the “public”, as such term is construed and interpreted in accordance with Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC and subsequent implementation in the Dutch Financial Supervision Act (Wet op het financieel toezicht), (b) nothing herein shall constitute a commitment to make any Loan by any SPCSPV, (cb) the Granting Lender’s obligations under this Credit Agreement shall remain unchanged, (dc) the Granting Lender should shall retain the sole right to enforce this Credit Agreement and to approve any amendment, modification or waiver of any provision of this Credit Agreement and (ed) if an SPC SPV elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. The making of a Loan by an SPC SPV hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by the Granting Lender. Each party hereto hereby agrees that no SPC SPV shall be liable for any expense reimbursement, indemnity or similar payment obligation under this Credit Agreement (all liability for which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to the date that is one year and one day after the later of (i) the payment in full of all outstanding senior indebtedness of any SPC SPV and (ii) the Revolving Credit Maturity Date, it will not institute against, or join any other person in instituting against, such SPC SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States of America or any state State thereof. In addition, notwithstanding anything to the contrary contained in this §20.716, any SPC SPV may (A) with notice to, but (except as specified below) without the prior written consent of, the Borrowers or any the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans (provided that, in the case of any European Loan or European Swingline Loan only, the Loan to which the option applies shall not be assigned to an assignee qualifying as forming part of the “public”, as such term is construed and interpreted in accordance with Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC and subsequent implementation in the Dutch Financial Supervision Act (Wet op het financieel toezicht)) to its Granting Lender or to any financial institutions (consented to by the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrowers, which consents shall not be unreasonably withheld or delayed) providing liquidity and/or credit facilities to or for the account of such SPC SPV to fund the Loans made by such SPC SPV or to support the securities (if any) issued by such SPC SPV to fund such Loans and (B) disclose on a confidential basis any non-public information relating to its Loans (other than financial statements referred to in §5.4 or §8.4 or 9.46.4) to any rating agency, commercial paper dealer or provider of a surety, guarantee or credit or liquidity enhancement to such SPCSPV. In no event shall the Borrowers be obligated to pay to an SPC SPV that has made a Loan any greater amount than the Borrowers would have been obligated to pay under this Credit Agreement if the Granting Lender had made such Loan. An amendment to this §20.7 16(f) without the written consent of an SPC SPV shall be ineffective insofar as it alters the rights and obligations of such SPCSPV.

Special Purpose Funding Vehicle. Notwithstanding anything to the contrary contained in this §20Section 15, any Lender (a “"Granting Lender”") may grant to a special purpose funding vehicle (an “"SPC”") of such Granting Lender, identified as such in writing from time to time delivered by the Granting Lender to the Administrative Agent and the BorrowersBorrower, the option to provide to a the Borrower all or any part of any Loan that such Granting Lender would otherwise be obligated to make to such the Borrower pursuant to this Credit Agreement, provided that (a) in the case of any European Loan or European Swingline Loan only, the Loan to which the option applies shall not be assigned to an assignee qualifying as forming part of the “public”, as such term is construed and interpreted in accordance with Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC and subsequent implementation in the Dutch Financial Supervision Act (Wet op het financieel toezicht), (b) nothing herein shall constitute a commitment to make any Loan by any SPC, (cb) the Granting Lender’s Bank's obligations under this Credit Agreement shall remain unchanged, (dc) the Granting Lender should retain the sole right to enforce this Credit Agreement and to approve any amendment, modification or waiver of any provision of this Credit Agreement and (ed) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by the Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any expense reimbursement, indemnity or similar payment obligation under this Credit Agreement (all liability for which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to the date that is one year and one day after the later of (i) the payment in full of all outstanding senior indebtedness of any SPC and (ii) the Revolving Credit Loan A Maturity Date, or, as applicable, the Revolving Credit Loan B Maturity Date, it will not institute against, or join any other person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States of America or any state State thereof. In addition, notwithstanding anything to the contrary contained in this §20.7Section 15.9, any SPC may (A) with notice to, but (except as specified below) without the prior written consent of, the Borrowers Borrower or any the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans (provided that, in the case of any European Loan or European Swingline Loan only, the Loan to which the option applies shall not be assigned to an assignee qualifying as forming part of the “public”, as such term is construed and interpreted in accordance with Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC and subsequent implementation in the Dutch Financial Supervision Act (Wet op het financieel toezicht)) to its Granting Lender or to any financial institutions (consented to by the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the BorrowersBorrower, which consents shall not be unreasonably withheld or delayed) providing liquidity and/or credit facilities to or for the account of such SPC to fund the Loans made by such SPC or to support the securities (if any) issued by such SPC to fund such Loans and (B) disclose on a confidential basis any non-public information relating to its Loans (other than financial statements referred to in §§8.4 Sections 7.4 or 9.48.3) to any rating agency, commercial paper dealer or provider of a surety, guarantee or credit or liquidity enhancement to such SPC. In no event shall the Borrowers Borrower be obligated to pay to an SPC that has made a Loan any greater amount than the Borrowers Borrower would have been obligated to pay under this Credit Agreement if the Granting Lender had made such Loan. An amendment to this §20.7 Section 15.9 without the written consent of an SPC shall be ineffective insofar as it alters the rights and obligations of such SPC.

Special Purpose Funding Vehicle. Notwithstanding anything to the contrary contained in this §20herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (an a “SPCSPFV”) of such Granting Lender, identified as such in writing from time to time delivered by the Granting Lender to the Administrative Agent and the Borrowers, the option to provide to a Borrower fund all or any part of any Loan that such Granting Lender would otherwise be obligated to make to such Borrower fund pursuant to this Credit Agreement, ; provided that (a) in the case of any European Loan or European Swingline Loan only, the Loan to which the option applies shall not be assigned to an assignee qualifying as forming part of the “public”, as such term is construed and interpreted in accordance with Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC and subsequent implementation in the Dutch Financial Supervision Act (Wet op het financieel toezicht), (b) nothing herein shall constitute a commitment to make any Loan by any SPCSPFV to fund any Loan, (c) the Granting Lender’s obligations under this Credit Agreement shall remain unchanged, (d) the Granting Lender should retain the sole right to enforce this Credit Agreement and to approve any amendment, modification or waiver of any provision of this Credit Agreement and (eb) if an SPC a SPFV elects not to exercise such option or otherwise fails to provide fund all or any part of such Loan, the Granting Lender shall be obligated to make fund such Loan pursuant to the terms hereof. The making funding of a Loan by an SPC a SPFV hereunder shall utilize the RC Commitment of the Granting Lender to the same extent, and as if, such Loan were made funded by the such Granting Lender. Each party hereto hereby agrees that no SPC SPFV shall be liable for any expense reimbursement, indemnity or similar payment obligation under this Credit Agreement (all liability for which shall remain with a Lender would otherwise be liable for so long as, and to the extent, the Granting Lender)Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to the date that is one year and one day after the later of (i) the payment in full of all outstanding senior indebtedness of any SPC and (ii) the Maturity Date, it will not institute against, or join any other person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States of America or any state thereof. In addition, notwithstanding Notwithstanding anything to the contrary contained in this §20.7Agreement, any SPC SPFV may (A) with notice to, but (except as specified below) without the prior written consent of, the Borrowers or any Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans (provided that, in the case of any European Loan or European Swingline Loan only, the Loan to which the option applies shall not be assigned to an assignee qualifying as forming part of the “public”, as such term is construed and interpreted in accordance with Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC and subsequent implementation in the Dutch Financial Supervision Act (Wet op het financieel toezicht)) to its Granting Lender or to any financial institutions (consented to by the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrowers, which consents shall not be unreasonably withheld or delayed) providing liquidity and/or credit facilities to or for the account of such SPC to fund the Loans made by such SPC or to support the securities (if any) issued by such SPC to fund such Loans and (B) disclose on a confidential basis any non-public information relating to its funding of Loans (other than financial statements referred to in §§8.4 or 9.4) to any rating agency, commercial paper paper, dealer or provider of a surety, any surety or guarantee or credit or liquidity enhancement to such SPCSPFV. In no event This Subsection 2.15.2 may not be amended without the prior written consent of each Granting Lender, all or any part of whose Loan is being funded by a SPFV at the time of such amendment. No SPFV shall be entitled to any indemnities or additional costs or other amounts referred to in Section 2.12 (Increased Costs; Unavailability) or breakage pursuant to Subsection 2.11.5 (Breakage) or similar payments except to the Borrowers be obligated extent it shares in payments made to pay to an SPC that has made a Loan any greater amount than the Borrowers would have been obligated to pay under this Credit Agreement if the Granting Lender had made such Loan. An amendment pursuant to this §20.7 without entitlements of the written consent of an SPC shall be ineffective insofar as it alters the rights and obligations of such SPCGranting Lender hereunder.

Special Purpose Funding Vehicle. Notwithstanding anything to the contrary contained in this §20Section, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (an “SPC”) of such Granting Lender, identified as such in writing from time to time delivered by the Granting Lender to the Administrative Agent and the Borrowers, the option to provide to a Borrower the Borrowers all or any part of any Loan that such Granting Lender would otherwise be obligated to make to such Borrower the Borrowers pursuant to this Credit Agreement, provided that (a) in the case of any European Loan or European Swingline Loan only, the Loan to which the option applies shall not be assigned to an assignee qualifying as forming part of the “public”, as such term is construed and interpreted in accordance with Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC and subsequent implementation in the Dutch Financial Supervision Act (Wet op het financieel toezicht), (b) nothing herein shall constitute a commitment to make any Loan by any SPC, (cb) the Granting Lender’s obligations under this Credit Agreement shall remain unchanged, (dc) the Granting Lender should shall retain the sole right to enforce this Credit Agreement and to approve any amendment, modification or waiver of any provision of this Credit Agreement and (ed) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by the Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any expense reimbursement, indemnity or similar payment obligation under this Credit Agreement (all liability for which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to the date that is one year and one day after the later of (i) the payment in full of all outstanding senior indebtedness of any SPC and (ii) the Maturity Date, (or, as applicable, any maturity date relating to the Term B Loan), it will not institute against, or join any other person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States of America or any state State thereof. In addition, notwithstanding anything to the contrary contained in this §20.7Section, any SPC may (A) with notice to, but (except as specified below) without the prior written consent of, the Borrowers or any the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans (provided that, in the case of any European Loan or European Swingline Loan only, the Loan to which the option applies shall not be assigned to an assignee qualifying as forming part of the “public”, as such term is construed and interpreted in accordance with Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC and subsequent implementation in the Dutch Financial Supervision Act (Wet op het financieel toezicht)) to its Granting Lender or to any financial institutions (consented to by the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrowers, which consents shall not be unreasonably withheld or delayed) providing liquidity and/or credit facilities to or for the account of such SPC to fund the Loans made by such SPC or to support the securities (if any) issued by such SPC to fund such Loans and (B) disclose on a confidential basis any non-public information relating to its Loans (other than financial statements referred to in §§8.4 or 9.4Sections 5.05 and 6.04) to any rating agency, commercial paper dealer or provider of a surety, guarantee or credit or liquidity enhancement to such SPC. In no event shall the Borrowers be obligated to pay to an SPC that has made a Loan any greater amount than the Borrowers would have been obligated to pay under this Credit Agreement if the Granting Lender had made such Loan. An amendment to this §20.7 Section 10.06(h) without the written consent of an SPC shall be ineffective insofar as it alters the rights and obligations of such SPC.

Special Purpose Funding Vehicle. Notwithstanding anything to the contrary contained in this §20(Section)20, any Lender (a “"Granting Lender”") may grant to a special purpose funding vehicle (an “"SPC”") of such Granting Lender, identified as such in writing from time to time delivered by the Granting Lender to the Administrative Agent and the Borrowers, the option to provide to a Borrower all or any part of any Loan that such Granting Lender would otherwise be obligated to make to such Borrower pursuant to this Credit Agreement, provided that (a) in the case of any European Loan or European Swingline Loan only, the Loan to which the option applies shall not be assigned to an assignee qualifying as forming part of the “public”, as such term is construed and interpreted in accordance with Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC and subsequent implementation in the Dutch Financial Supervision Act (Wet op het financieel toezicht), (b) nothing herein shall constitute a commitment to make any Loan by any SPC, (cb) the Granting Lender’s 's obligations under this Credit Agreement shall remain unchanged, (dc) the Granting Lender should retain the sole right to enforce this Credit Agreement and to approve any amendment, modification or waiver of any provision of this Credit Agreement and (ed) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by the Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any expense reimbursement, indemnity or similar payment obligation under this Credit Agreement (all liability for which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to the date that is one year and one day after the later of (i) the payment in full of all outstanding senior indebtedness of any SPC and (ii) the Maturity Date, it will not institute against, or join any other person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States of America or any state State thereof. In addition, notwithstanding anything to the contrary contained in this §20.7(Section)20.9, any SPC may (A) with notice to, but (except as specified below) without the prior written consent of, the Borrowers or any the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans (provided that, in the case of any European Loan or European Swingline Loan only, the Loan to which the option applies shall not be assigned to an assignee qualifying as forming part of the “public”, as such term is construed and interpreted in accordance with Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC and subsequent implementation in the Dutch Financial Supervision Act (Wet op het financieel toezicht)) to its Granting Lender or to any financial institutions (consented to by the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrowers, which consents shall not be unreasonably withheld or delayed) providing liquidity and/or credit facilities to or for the account of such SPC to fund the Loans made by such SPC or to support the securities (if any) issued by such SPC to fund such Loans and (B) disclose on a confidential basis any non-public information relating to its Loans (other than financial statements referred to in §§8.4 (Sections)8.4 or 9.4) to any rating agency, commercial paper dealer or provider of a surety, guarantee or credit or liquidity enhancement to such SPC. In no event shall the Borrowers be obligated to pay to an SPC that has made a Loan any greater amount than the Borrowers would have been obligated to pay under this Credit Agreement if the Granting Lender had made such Loan. An amendment to this §20.7 (Section)20.9 without the written consent of an SPC shall be ineffective insofar as it alters the rights and obligations of such SPC.

Special Purpose Funding Vehicle. Notwithstanding anything to the contrary contained in this §2018, any Lender other than a Lender affiliated with a Borrower (a “"Granting Lender”") may grant to a special purpose funding vehicle (an “SPC”"SPV") of such Granting Lender, identified as such in writing from time to time delivered by the Granting Lender to the Administrative Agent and the Borrowers, the option to provide to a Borrower the Borrowers all or any part of any Loan that such Granting Lender would otherwise be obligated to make to such Borrower the Borrowers pursuant to this Credit Agreement, provided that (a) in the case of any European Loan or European Swingline Loan only, the Loan to which the option applies shall not be assigned to an assignee qualifying as forming part of the “public”, as such term is construed and interpreted in accordance with Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC and subsequent implementation in the Dutch Financial Supervision Act (Wet op het financieel toezicht), (b) nothing herein shall constitute a commitment to make any Loan by any SPCSPV, (cb) the Granting Lender’s 's obligations under this Credit Agreement shall remain unchanged, (dc) the Granting Lender should shall retain the sole right to enforce this Credit Agreement and to approve any amendment, modification or waiver of any provision of this Credit Agreement and (ed) if an SPC SPV elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. The making of a Loan by an SPC SPV hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by the Granting Lender. Each party hereto hereby agrees that no SPC SPV shall be liable for any expense reimbursement, indemnity or similar payment obligation under this Credit Agreement (all liability for which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to the date that is one year and one day after the later of (i) the payment in full of all outstanding senior indebtedness of any SPC SPV and (ii) the Revolving Credit Maturity Date, or, as applicable, the Term Loan Maturity Date, it will not institute against, or join any other person in instituting against, such SPC SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States of America or any state State thereof. In addition, notwithstanding anything to the contrary contained in this §20.718, any SPC SPV may (A) with notice to, but (except as specified below) without the prior written consent of, the Borrowers or any the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans (provided that, in the case of any European Loan or European Swingline Loan only, the Loan to which the option applies shall not be assigned to an assignee qualifying as forming part of the “public”, as such term is construed and interpreted in accordance with Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC and subsequent implementation in the Dutch Financial Supervision Act (Wet op het financieel toezicht)) to its Granting Lender or to any financial institutions (consented to by the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrowers, which consents shall not be unreasonably withheld or delayed) providing liquidity and/or credit facilities to or for the account of such SPC SPV to fund the Loans made by such SPC SPV or to support the securities (if any) issued by such SPC SPV to fund such Loans and (B) disclose on a confidential basis any non-public information relating to its Loans (other than financial statements referred to in §§8.4 6.4 or 9.47.4) to any rating agency, commercial paper dealer or provider of a surety, guarantee or credit or liquidity enhancement to such SPCSPV. In no event shall the Borrowers be obligated to pay to an SPC SPV that has made a Loan any greater amount than the Borrowers would have been obligated to pay under this Credit Agreement if the Granting Lender had made such Loan. An amendment to this §20.7 18(f) without the written consent of an SPC SPV shall be ineffective insofar as it alters the rights and obligations of such SPCSPV. Acceding Lenders. One or more commercial banks, other financial institutions or other Persons (in each case, an "Acceding Lender") may, at the request of the Borrowers, and upon the consent of the Administrative Agent (such consent not to be unreasonably withheld), become party to this Credit Agreement as a Lender by entering into an Instrument of Accession in substantially the form of Exhibit F hereto (an "Instrument of Accession") with the Borrowers and the Administrative Agent and assuming thereunder the rights and obligations of a Lender hereunder, including, without limitation, Commitments to make Revolving Credit Loans and participate in the risk relating to Letters of Credit and/or (as the case may be) the obligation to fund a portion of the Term Loan in amounts to be agreed upon by the Borrowers and the Acceding Lender subject to the terms hereof, and the Total Revolving Credit Commitment and/or the Term Loan (as the case may be) shall thereupon be increased (each such increase referred to as a "Post-Closing Facility Increase") by the amount of such Acceding Lender's interest; provided that: no Default or Event of Default has occurred and is continuing at the time of such accession; in no event shall the sum of (a) the Term Loan plus (b) the Total Revolving Credit Commitment (after giving effect to all Instruments of Accession) exceed in the aggregate $800,000,000 minus any previously effected permanent reductions of the Total Revolving Credit Commitment and prepayments of the Term Loan pursuant to 2.2, 4.4 and 4.5, respectively; and the Borrowers shall indemnify the Lenders and the Administrative Agent for any cost or expense incurred as a consequence of the reallocation of any Eurodollar Loans to an Acceding Lender pursuant to the provisions of 5.9. On the effective date specified in any Instrument of Accession, Schedule 1 hereto shall be deemed to be amended to reflect (x) the name, address, Commitment, Commitment Percentage and/or Term Loan Percentage of the Acceding Lender, (y) the amount of the Total Revolving Credit Commitment and the Term Loan Amount after giving effect to the Post-Closing Facility Increase, and (z) the changes to the respective Commitments, Commitment Percentages and Term Loan Percentages of the other Lenders, as applicable, resulting from such Post-Closing Facility Increase.

Special Purpose Funding Vehicle. Notwithstanding anything to the contrary contained in this §20herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (an “SPC”) of such Granting Lender), identified as such in writing from time to time delivered by the Granting Lender to the Administrative Agent and the BorrowersBorrower, the option to provide to a Borrower fund all or any part of any Loan Advance that such Granting Lender would otherwise be obligated to make to such Borrower fund pursuant to this Credit Agreement, ; provided that (a) in the case of any European Loan or European Swingline Loan only, the Loan to which the option applies shall not be assigned to an assignee qualifying as forming part of the “public”, as such term is construed and interpreted in accordance with Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC and subsequent implementation in the Dutch Financial Supervision Act (Wet op het financieel toezicht), (bi) nothing herein shall constitute a commitment by any SPC to make any Loan by any SPCAdvance, (c) the Granting Lender’s obligations under this Credit Agreement shall remain unchanged, (d) the Granting Lender should retain the sole right to enforce this Credit Agreement and to approve any amendment, modification or waiver of any provision of this Credit Agreement and (eii) if an SPC elects not to exercise such option or otherwise fails to provide fund all or any part of such LoanAdvance, the Granting Lender shall be obligated to make fund such Loan Advance pursuant to the terms hereof. The making funding of a Loan an Advance by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan Advance were made funded by the such Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any expense reimbursement, indemnity or similar payment obligation under this Credit Agreement (all liability for which shall remain with a Lender would otherwise be liable for so long as, and to the extent, the Granting Lender)Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto Lender hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to the date that is one year and one day after the later of (i) the payment in full of all outstanding commercial paper or other senior indebtedness of any SPC and (ii) the Maturity DateSPC, it will not institute against, or join any other person Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States of America or any state State thereof. In addition, notwithstanding anything to the contrary contained in this §20.7Section, any SPC may (A) may, with prior notice to, but (except as specified below) without the prior written consent of, the Borrowers or any Borrower and the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans (provided that, in the case of any European Loan or European Swingline Loan only, the Loan to which the option applies shall not be assigned to an assignee qualifying as forming part of the “public”, as such term is construed and interpreted in accordance with Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access Advances to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC and subsequent implementation in the Dutch Financial Supervision Act (Wet op het financieel toezicht)) to its Granting Lender or to any financial institutions (consented to by the Borrower and the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrowers, which consents shall not be unreasonably withheld or delayedAgent) providing liquidity and/or credit facilities support to or for the account of such SPC to fund support the Loans made by funding or maintenance of Advances. Notwithstanding anything to the contrary contained in this Agreement, the Granting Lender may disclose to an SPC and any SPC may disclose to any rating agency or provider of any surety or guarantee to such SPC or any information relating to support the securities (if any) issued by such SPC to fund such Loans and (B) disclose SPC’s funding of Advances, all on a confidential basis basis. This Section may not be amended without the prior written consent of each Granting Lender, all or any non-public information relating to its Loans (other than financial statements referred to in §§8.4 or 9.4) to any rating agency, commercial paper dealer or provider part of a surety, guarantee or credit or liquidity enhancement to such SPC. In no event shall the Borrowers be obligated to pay to whose Commitment is being funded by an SPC that has made at the time of such amendment. Notwithstanding the foregoing provisions of this Section, (1) an SPC shall not be deemed to be a Loan any greater amount than the Borrowers would Lender or a Participant and shall have been obligated to pay no rights under this Credit Agreement if except as provided in this Section and, in particular, but not by way of limitation, shall have no rights to compensation for increased costs pursuant to Article III, (2) the Granting Lender’s obligations under this Agreement (including its Commitment to the Borrower hereunder) shall remain unchanged, (3) the Granting Lender had made shall remain solely responsible to the other parties hereto for the performance of such Loan. An amendment obligations, (4) the Granting Lender shall remain the holder of any Notes for all purposes of this Agreement, and (5) the Borrower, the Agents, the LC Issuers and the other Lenders shall continue to this §20.7 without deal solely and directly with the written consent of an SPC shall be ineffective insofar as it alters the Granting Lender in connection with such Granting Lender’s rights and obligations of such SPCunder this Agreement.

Special Purpose Funding Vehicle. Notwithstanding anything to the contrary contained in this §2018, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (an “SPC”) of such Granting Lender, identified as such in writing from time to time delivered by the Granting Lender to the Administrative Agent and the BorrowersBorrower, the option to provide to a the Borrower all or any part of any Loan that such Granting Lender would otherwise be obligated to make to such the Borrower pursuant to this Credit Agreement, provided that (a) in the case of any European Loan or European Swingline Loan only, the Loan to which the option applies shall not be assigned to an assignee qualifying as forming part of the “public”, as such term is construed and interpreted in accordance with Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC and subsequent implementation in the Dutch Financial Supervision Act (Wet op het financieel toezicht), (b) nothing herein shall constitute a commitment to make any Loan by any SPC, (cb) the Granting LenderBank’s obligations under this Credit Agreement shall remain unchanged, (dc) the Granting Lender should shall retain the sole right to enforce this Credit Agreement and to approve any amendment, modification or waiver of any provision of this Credit Agreement and (ed) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by the Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any expense reimbursement, indemnity or similar payment obligation under this Credit Agreement (all liability for which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to the date that is one year and one day after the later of (i) the payment in full of all outstanding senior indebtedness of any SPC and (ii) the Maturity Date, it will not institute against, or join any other person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States of America or any state State thereof. In addition, notwithstanding anything to the contrary contained in this §20.718.9, any SPC may (A) with notice to, but (except as specified below) without the prior written consent of, the Borrowers Parent, the Borrower or any the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans (provided that, in the case of any European Loan or European Swingline Loan only, the Loan to which the option applies shall not be assigned to an assignee qualifying as forming part of the “public”, as such term is construed and interpreted in accordance with Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC and subsequent implementation in the Dutch Financial Supervision Act (Wet op het financieel toezicht)) to its Granting Lender or to any financial institutions (consented to by the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the BorrowersBorrower, which consents shall not be unreasonably withheld or delayed) providing liquidity and/or credit facilities to or for the account of such SPC to fund the Loans made by such SPC or to support the securities (if any) issued by such SPC to fund such Loans and (B) disclose on a confidential basis any non-public information relating to its Loans (other than financial statements referred to in §§8.4 6.2 or 9.47.4) to any rating agency, commercial paper dealer or provider of a surety, guarantee or credit or liquidity enhancement to such SPC. In no event shall the Borrowers Borrower be obligated to pay to an SPC that has made a Loan any greater amount than the Borrowers Borrower would have been obligated to pay under this Credit Agreement if the Granting Lender had made such Loan. An amendment to this §20.7 18.9 without the written consent of an SPC shall be ineffective insofar as it alters the rights and obligations of such SPC.

Special Purpose Funding Vehicle. Notwithstanding anything to the contrary contained in this §2019, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (an “SPCSPV”) of such Granting Lender, identified as such in writing from time to time delivered by the Granting Lender to the Administrative Agent and the Borrowers, the option to provide to a Borrower the Borrowers all or any part of any Loan that such Granting Lender would otherwise be obligated to make to such Borrower the Borrowers pursuant to this Credit Agreement, provided that (a) in the case of any European Loan or European Swingline Loan only, the Loan to which the option applies shall not be assigned to an assignee qualifying as forming part of the “public”, as such term is construed and interpreted in accordance with Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC and subsequent implementation in the Dutch Financial Supervision Act (Wet op het financieel toezicht), (b) nothing herein shall constitute a commitment to make any Loan by any SPCSPV, (cb) the Granting Lender’s obligations under this Credit Agreement shall remain unchanged, (dc) the Granting Lender should shall retain the sole right to enforce this Credit Agreement and to approve any amendment, modification or waiver of any provision of this Credit Agreement and (ed) if an SPC SPV elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. The making of a Loan by an SPC SPV hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by the Granting Lender. Each party hereto hereby agrees that no SPC SPV shall be liable for any expense reimbursement, indemnity or similar payment obligation under this Credit Agreement (all liability for which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to the date that is one year and one day after the later of (i) the payment in full of all outstanding senior indebtedness of any SPC SPV and (ii) the Revolving Credit Maturity Date, or, as applicable, the Term Loan Maturity Date, it will not institute against, or join any other person in instituting against, such SPC SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States of America or any state State thereof. In addition, notwithstanding anything to the contrary contained in this §20.719, any SPC SPV may (A) with notice to, but (except as specified below) without the prior written consent of, the Borrowers or any the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans (provided that, in the case of any European Loan or European Swingline Loan only, the Loan to which the option applies shall not be assigned to an assignee qualifying as forming part of the “public”, as such term is construed and interpreted in accordance with Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC and subsequent implementation in the Dutch Financial Supervision Act (Wet op het financieel toezicht)) to its Granting Lender or to any financial institutions (consented to by the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrowers, which consents shall not be unreasonably withheld or delayed) providing liquidity and/or credit facilities to or for the account of such SPC SPV to fund the Loans made by such SPC SPV or to support the securities (if any) issued by such SPC SPV to fund such Loans and (B) disclose on a confidential basis any non-public information relating to its Loans (other than financial statements referred to in §6.4 or §8.4 or 9.47.4) to any rating agency, commercial paper dealer or provider of a surety, guarantee or credit or liquidity enhancement to such SPCSPV. In no event shall the Borrowers be obligated to pay to an SPC SPV that has made a Loan any greater amount than the Borrowers would have been obligated to pay under this Credit Agreement if the Granting Lender had made such Loan. An amendment to this §20.7 19(f) without the written consent of an SPC SPV shall be ineffective insofar as it alters the rights and obligations of such SPCSPV.

Special Purpose Funding Vehicle. Notwithstanding anything to the contrary contained in this §2018, any Lender other than a Lender affiliated with a Borrower (a “"Granting Lender”") may grant to a special purpose funding vehicle (an “SPC”"SPV") of such Granting Lender, identified as such in writing from time to time delivered by the Granting Lender to the Administrative Agent and the Borrowers, the option to provide to a Borrower the Borrowers all or any part of any Loan that such Granting Lender would otherwise be obligated to make to such Borrower the Borrowers pursuant to this Credit Agreement, provided that (a) in the case of any European Loan or European Swingline Loan only, the Loan to which the option applies shall not be assigned to an assignee qualifying as forming part of the “public”, as such term is construed and interpreted in accordance with Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC and subsequent implementation in the Dutch Financial Supervision Act (Wet op het financieel toezicht), (b) nothing herein shall constitute a commitment to make any Loan by any SPCSPV, (cb) the Granting Lender’s 's obligations under this Credit Agreement shall remain unchanged, (dc) the Granting Lender should shall retain the sole right to enforce this Credit Agreement and to approve any amendment, modification or waiver of any provision of this Credit Agreement and (ed) if an SPC SPV elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. The making of a Loan by an SPC SPV hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by the Granting Lender. Each party hereto hereby agrees that no SPC SPV shall be liable for any expense reimbursement, indemnity or similar payment obligation under this Credit Agreement (all liability for which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to the date that is one year and one day after the later of (i) the payment in full of all outstanding senior indebtedness of any SPC SPV and (ii) the Revolving Credit Maturity Date, or, as applicable, the Term Loan Maturity Date, it will not institute against, or join any other person in instituting against, such SPC SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States of America or any state State thereof. In addition, notwithstanding anything to the contrary contained in this §20.718, any SPC SPV may (A) with notice to, but (except as specified below) without the prior written consent of, the Borrowers or any the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans (provided that, in the case of any European Loan or European Swingline Loan only, the Loan to which the option applies shall not be assigned to an assignee qualifying as forming part of the “public”, as such term is construed and interpreted in accordance with Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC and subsequent implementation in the Dutch Financial Supervision Act (Wet op het financieel toezicht)) to its Granting Lender or to any financial institutions (consented to by the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrowers, which consents shall not be unreasonably withheld or delayed) providing liquidity and/or credit facilities to or for the account of such SPC SPV to fund the Loans made by such SPC SPV or to support the securities (if any) issued by such SPC SPV to fund such Loans and (B) disclose on a confidential basis any non-public information relating to its Loans (other than financial statements referred to in §§8.4 6.4 or 9.47.4) to any rating agency, commercial paper dealer or provider of a surety, guarantee or credit or liquidity enhancement to such SPCSPV. In no event shall the Borrowers be obligated to pay to an SPC SPV that has made a Loan any greater amount than the Borrowers would have been obligated to pay under this Credit Agreement if the Granting Lender had made such Loan. An amendment to this §20.7 18(f) without the written consent of an SPC SPV shall be ineffective insofar as it alters the rights and obligations of such SPCSPV. Acceding Lenders. One or more commercial banks, other financial institutions or other Persons (in each case, an "Acceding Lender") may, at the request of the Borrowers, and upon the consent of the Administrative Agent (such consent not to be unreasonably withheld), become party to this Credit Agreement as a Lender by entering into an Instrument of Accession in substantially the form of Exhibit F hereto (an "Instrument of Accession") with the Borrowers and the Administrative Agent and assuming thereunder the rights and obligations of a Lender hereunder, including, without limitation, Commitments to make Revolving Credit Loans and participate in the risk relating to Letters of Credit and/or (as the case may be) the obligation to fund a portion of the Term Loan in amounts to be agreed upon by the Borrowers and the Acceding Lender subject to the terms hereof, and the Total Revolving Credit Commitment and/or the Term Loan (as the case may be) shall thereupon be increased (each such increase referred to as a "Post-Closing Facility Increase") by the amount of such Acceding Lender's interest; provided that: no Default or Event of Default has occurred and is continuing at the time of such accession; in no event shall the sum of (a) the Term Loan plus (b) the Total Revolving Credit Commitment (after giving effect to all Instruments of Accession) exceed in the aggregate $1,050,000,000 minus any previously effected permanent reductions of the Total Revolving Credit Commitment and prepayments of the Term Loan pursuant to 2.2, 4.4 and 4.5, respectively; and the Borrowers shall indemnify the Lenders and the Administrative Agent for any cost or expense incurred as a consequence of the reallocation of any Eurodollar Loans to an Acceding Lender pursuant to the provisions of 5.9. On the effective date specified in any Instrument of Accession, Schedule 1 hereto shall be deemed to be amended to reflect (x) the name, address, Commitment, Commitment Percentage and/or Term Loan Percentage of the Acceding Lender, (y) the amount of the Total Revolving Credit Commitment and the Term Loan Amount after giving effect to the Post-Closing Facility Increase, and (z) the changes to the respective Commitments, Commitment Percentages and Term Loan Percentages of the other Lenders, as applicable, resulting from such Post-Closing Facility Increase.

Special Purpose Funding Vehicle. Notwithstanding anything to the contrary contained in this §20herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (an a “SPCSPFV”) of such Granting Lender, identified as such in writing from time to time delivered by the Granting Lender to the Administrative Agent and the Borrowers, the option to provide to a Borrower fund all or any part of any Loan that such Granting Lender would otherwise be obligated to make to such Borrower fund pursuant to this Credit Agreement, ; provided that (a) in the case of any European Loan or European Swingline Loan only, the Loan to which the option applies shall not be assigned to an assignee qualifying as forming part of the “public”, as such term is construed and interpreted in accordance with Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC and subsequent implementation in the Dutch Financial Supervision Act (Wet op het financieel toezicht), (b) nothing herein shall constitute a commitment to make any Loan by any SPCSPFV to fund any Loan, (c) the Granting Lender’s obligations under this Credit Agreement shall remain unchanged, (d) the Granting Lender should retain the sole right to enforce this Credit Agreement and to approve any amendment, modification or waiver of any provision of this Credit Agreement and (eb) if an SPC a SPFV elects not to exercise such option or otherwise fails to provide fund all or any part of such Loan, the Granting Lender shall be obligated to make fund such Loan pursuant to the terms hereof. The making funding of a Loan by an SPC a SPFV hereunder shall utilize the RC Commitment of the Granting Lender to the same extent, and as if, such Loan were made funded by the such Granting Lender. Each party hereto hereby agrees that no SPC SPFV shall be liable for any expense reimbursement, indemnity or similar payment obligation under this Credit Agreement (all liability for which shall remain with a Lender would otherwise be liable for so long as, and to the extent, the Granting Lender)Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to the date that is one year and one day after the later of (i) the payment in full of all outstanding senior indebtedness of any SPC and (ii) the Maturity Date, it will not institute against, or join any other person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States of America or any state thereof. In addition, notwithstanding Notwithstanding anything to the contrary contained in this §20.7Agreement, any SPC SPFV may (A) with notice to, but (except as specified below) without the prior written consent of, the Borrowers or any Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans (provided that, in the case of any European Loan or European Swingline Loan only, the Loan to which the option applies shall not be assigned to an assignee qualifying as forming part of the “public”, as such term is construed and interpreted in accordance with Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC and subsequent implementation in the Dutch Financial Supervision Act (Wet op het financieel toezicht)) to its Granting Lender or to any financial institutions (consented to by the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrowers, which consents shall not be unreasonably withheld or delayed) providing liquidity and/or credit facilities to or for the account of such SPC to fund the Loans made by such SPC or to support the securities (if any) issued by such SPC to fund such Loans and (B) disclose on a confidential basis any non-public nonpublic information relating to its funding of Loans (other than financial statements referred to in §§8.4 or 9.4) to any rating agency, commercial paper paper, dealer or provider of a surety, any surety or guarantee or credit or liquidity enhancement to such SPCSPFV. In no event This Subsection 2.15.2 may not be amended without the prior written consent of each Granting Lender, all or any part of whose Loan is being funded by a SPFV at the time of such amendment. No SPFV shall be entitled to any indemnities or additional costs or other amounts referred to in Section 2.12 (Increased Costs; Unavailability) or breakage pursuant to Subsection 2.11.5 (Breakage) or similar payments except to the Borrowers be obligated extent it shares in payments made to pay to an SPC that has made a Loan any greater amount than the Borrowers would have been obligated to pay under this Credit Agreement if the Granting Lender had made such Loan. An amendment pursuant to this §20.7 without entitlements of the written consent of an SPC shall be ineffective insofar as it alters the rights and obligations of such SPCGranting Lender hereunder.

Special Purpose Funding Vehicle. Notwithstanding anything to the contrary contained in this §20herein, any Lender (a “"Granting Lender”Bank") may grant to a special ------------- purpose funding vehicle (an “a "SPC”) of such Granting Lender"), identified as such in writing from time to --- time delivered by the Granting Lender Bank to the Administrative Agent and the BorrowersCompany, the option to provide to a Borrower Company all or any part of any Loan that such Granting Lender Bank would otherwise be obligated to make to such Borrower Company pursuant to this Credit Agreement, ; provided -------- that (a) in the case of any European Loan or European Swingline Loan only, the Loan to which the option applies shall not be assigned to an assignee qualifying as forming part of the “public”, as such term is construed and interpreted in accordance with Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC and subsequent implementation in the Dutch Financial Supervision Act (Wet op het financieel toezicht), (bi) nothing herein shall constitute a commitment by any SPC to make any Loan by any SPC---- Loan, (c) the Granting Lender’s obligations under this Credit Agreement shall remain unchanged, (d) the Granting Lender should retain the sole right to enforce this Credit Agreement and to approve any amendment, modification or waiver of any provision of this Credit Agreement and (eii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender Bank shall be obligated to make such Loan pursuant to the terms hereof. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender Bank to the same extent, and as if, such Loan were made by the such Granting LenderBank. Each party hereto hereby agrees that no SPC shall be liable for any expense reimbursement, indemnity or similar payment obligation under this Credit Agreement (all liability for which shall remain with the Granting LenderBank). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to the date that is one year and one day after the later of (i) the payment in full of all outstanding commercial paper or other senior indebtedness of any SPC and (ii) the Maturity DateSPC, it will not institute against, or join any other person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States of America or any state State thereof. In addition, notwithstanding anything to the contrary contained in this §20.7subsection 11.1F, any SPC may (Ai) with notice to, but (except as specified below) without the prior written consent of, Company and the Borrowers or any Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans (provided that, in the case of any European Loan or European Swingline Loan only, the Loan to which the option applies shall not be assigned to an assignee qualifying as forming part of the “public”, as such term is construed and interpreted in accordance with Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC and subsequent implementation in the Dutch Financial Supervision Act (Wet op het financieel toezicht)) to its Granting Lender Bank or to any financial institutions (consented to by the Company and Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrowers, which consents shall not be unreasonably withheld or delayedAgent) providing liquidity and/or credit facilities support to or for the account of such SPC to fund the Loans made by such SPC or to support the securities (if any) issued by such SPC to fund such funding or maintenance of Loans and (Bii) disclose on a confidential basis any non-public information relating to its Loans (other than financial statements referred to in §§8.4 or 9.4) to any rating agency, commercial paper dealer or provider of a any surety, guarantee or credit or liquidity enhancement to such SPC. In no event shall the Borrowers This section may not be obligated to pay to an SPC that has made a Loan any greater amount than the Borrowers would have been obligated to pay under this Credit Agreement if the Granting Lender had made such Loan. An amendment to this §20.7 amended without the written consent of an SPC shall be ineffective insofar as it alters the rights and obligations of such SPC.

Special Purpose Funding Vehicle. Notwithstanding anything to the contrary contained in this §20herein, any Lender lender (a “Granting Lender”"GRANTING LENDER") may grant to a special purpose funding vehicle (an “SPC”"SPFV") of such Granting Lender, identified as such in writing from time to time delivered by the Granting Lender to the Administrative Agent and the Borrowers, the option to provide to a Borrower fund all or any part of any Loan that such Granting Lender would otherwise be obligated to make to such Borrower fund pursuant to this Credit Agreement, ; provided that (a) in the case of any European Loan or European Swingline Loan only, the Loan to which the option applies shall not be assigned to an assignee qualifying as forming part of the “public”, as such term is construed and interpreted in accordance with Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC and subsequent implementation in the Dutch Financial Supervision Act (Wet op het financieel toezicht), (bi) nothing herein shall constitute a commitment to make any Loan by any SPCSPFV to fund any Loan, (c) the Granting Lender’s obligations under this Credit Agreement shall remain unchanged, (d) the Granting Lender should retain the sole right to enforce this Credit Agreement and to approve any amendment, modification or waiver of any provision of this Credit Agreement and (eii) if an SPC SPFV elects not to exercise such option or otherwise fails to provide fund all or any part of such Loan, the Granting Lender shall be obligated to make fund such Loan pursuant to the terms hereof. The making funding of a Loan by an SPC SPFV hereunder shall utilize the RC Commitment of the Granting Lender to the same extent, and as if, such Loan were made funded by the such Granting Lender. Each party hereto hereby agrees that no SPC SPFV shall be liable for any expense reimbursement, indemnity or similar payment obligation under this Credit Agreement (all liability for which shall remain with a Lender would otherwise be liable for so long as, and to the extent, the Granting Lender)Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to the date that is one year and one day after the later of (i) the payment in full of all outstanding senior indebtedness of any SPC and (ii) the Maturity Date, it will not institute against, or join any other person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States of America or any state thereof. In addition, notwithstanding Notwithstanding anything to the contrary contained in this §20.7Agreement, any SPC SPFV may (A) with notice to, but (except as specified below) without the prior written consent of, the Borrowers or any Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans (provided that, in the case of any European Loan or European Swingline Loan only, the Loan to which the option applies shall not be assigned to an assignee qualifying as forming part of the “public”, as such term is construed and interpreted in accordance with Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC and subsequent implementation in the Dutch Financial Supervision Act (Wet op het financieel toezicht)) to its Granting Lender or to any financial institutions (consented to by the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrowers, which consents shall not be unreasonably withheld or delayed) providing liquidity and/or credit facilities to or for the account of such SPC to fund the Loans made by such SPC or to support the securities (if any) issued by such SPC to fund such Loans and (B) disclose on a confidential basis any non-public information relating to its funding of Loans (other than financial statements referred to in §§8.4 or 9.4) to any rating agency, commercial paper dealer or provider of a suretyany surety or Loans to any rating agency, commercial paper, dealer or provider of any surety or guarantee or credit or liquidity enhancement to such SPCSPFV. In no event This Section may not be amended without the prior written consent of each Granting Lender, all or any part of whose Loan is being funded by an SPFV at the time of such amendment. No SPFV shall be entitled to any indemnities or additional costs or other amounts referred to in Section 1.8 (Additional Costs; Unavailability) or breakage pursuant to Subsection 1.7.5 (Breakage) or similar payments except to the Borrowers be obligated extent it shares in payments made to pay to an SPC that has made a Loan any greater amount than the Borrowers would have been obligated to pay under this Credit Agreement if the Granting Lender had made such Loan. An amendment pursuant to this §20.7 without entitlements of the written consent of an SPC shall be ineffective insofar as it alters the rights and obligations of such SPCGranting Lender hereunder.

Special Purpose Funding Vehicle. Notwithstanding anything to the contrary contained in this §20ss.15, any Lender other than a Lender affiliated with a Borrower (a “"Granting Lender”") may grant to a special purpose funding vehicle (an “"SPC”") of such Granting Lender, identified as such in writing from time to time delivered by the Granting Lender to the Administrative Agent and the Borrowers, the option to provide to a Borrower the Borrowers all or any part of any Loan that such Granting Lender would otherwise be obligated to make to such Borrower the Borrowers pursuant to this Credit Agreement, provided that (a) in the case of any European Loan or European Swingline Loan only, the Loan to which the option applies shall not be assigned to an assignee qualifying as forming part of the “public”, as such term is construed and interpreted in accordance with Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC and subsequent implementation in the Dutch Financial Supervision Act (Wet op het financieel toezicht), (b) nothing herein shall constitute a commitment to make any Loan by any SPC, (cb) the Granting Lender’s 's obligations under this Credit Agreement shall remain unchanged, (dc) the Granting Lender should retain the sole right to enforce this Credit Agreement and to approve any amendment, modification or waiver of any provision of this Credit Agreement and (ed) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. The making of a Loan by an SPC hereunder shall utilize the Revolving Credit Commitment of the Granting Lender to the same extent, and as if, such Loan were made by the Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any expense reimbursement, indemnity or similar payment obligation under this Credit Agreement (all liability for which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to the date that is one year and one day after the later of (i) the payment in full of all outstanding senior indebtedness of any SPC and (ii) the Revolving Credit Loan Maturity Date, or, as applicable, the Term Loan Maturity Date, it will not institute against, or join any other person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States of America or any state State thereof. In addition, notwithstanding anything to the contrary contained in this §20.7ss.15.8, any SPC may (A) with notice to, but (except as specified below) without the prior written consent of, the Borrowers or any the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans (provided that, in the case of any European Loan or European Swingline Loan only, the Loan to which the option applies shall not be assigned to an assignee qualifying as forming part of the “public”, as such term is construed and interpreted in accordance with Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC and subsequent implementation in the Dutch Financial Supervision Act (Wet op het financieel toezicht)) to its Granting Lender or to any financial institutions (consented to by the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrowers, which consents shall not be unreasonably withheld or delayed) providing liquidity and/or credit facilities to or for the account of such SPC to fund the Loans made by such SPC or to support the securities (if any) issued by such SPC to fund such Loans and (B) disclose on a confidential basis any non-public information relating to its Loans (other than financial statements referred to in §§8.4 ss.ss.7.4 or 9.48.4) to any rating agency, commercial paper dealer or provider of a surety, guarantee or credit or liquidity enhancement to such SPC. In no event shall the Borrowers be obligated to pay to an SPC that has made a Loan any greater amount than the Borrowers would have been obligated to pay under this Credit Agreement if the Granting Lender had made such Loan. An amendment to this §20.7 ss.15.8 without the written consent of an SPC shall be ineffective insofar as it alters the rights and obligations of such SPC.

Special Purpose Funding Vehicle. Notwithstanding anything to the contrary contained in this §20, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (an “SPC”) of such Granting Lender, identified as such in writing from time to time delivered by the Granting Lender to the Administrative Agent and the Borrowers, the option to provide to a Borrower the Borrowers all or any part of any Loan that such Granting Lender would otherwise be obligated to make to such Borrower the Borrowers pursuant to this Credit Agreement, provided that (a) in the case of any European Loan or European Swingline Loan only, the Loan to which the option applies shall not be assigned to an assignee qualifying as forming part of the “public”, as such term is construed and interpreted in accordance with Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC and subsequent implementation in the Dutch Financial Supervision Act (Wet op het financieel toezicht), (b) nothing herein shall constitute a commitment to make any Loan by any SPC, (cb) the Granting LenderBank’s obligations under this Credit Agreement shall remain unchanged, (dc) the Granting Lender should retain the sole right to enforce this Credit Agreement and to approve any amendment, modification or waiver of any provision of this Credit Agreement and (ed) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by the Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any expense reimbursement, indemnity or similar payment obligation under this Credit Agreement (all liability for which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to the date that is one year and one day after the later of (i) the payment in full of all outstanding senior indebtedness of any SPC and (ii) the Maturity Date, it will not institute against, or join any other person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States of America or any state State thereof. In addition, notwithstanding anything to the contrary contained in this §20.720.10, any SPC may (A) with notice to, but (except as specified below) without the prior written consent of, the Borrowers or any the Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans (provided that, in the case of any European Loan or European Swingline Loan only, the Loan to which the option applies shall not be assigned to an assignee qualifying as forming part of the “public”, as such term is construed and interpreted in accordance with Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC and subsequent implementation in the Dutch Financial Supervision Act (Wet op het financieel toezicht)) to its Granting Lender or to any financial institutions (consented to by the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrowers, which consents shall not be unreasonably withheld or delayed) providing liquidity and/or credit facilities to or for the account of such SPC to fund the Loans made by such SPC or to support the securities (if any) issued by such SPC to fund such Loans and (B) disclose on a confidential basis any non-public information relating to its Loans (other than financial statements referred to in §§8.4 or 9.48.4) to any rating agency, commercial paper dealer or provider of a surety, guarantee or credit or liquidity enhancement to such SPC. In no event shall the Borrowers be obligated to pay to an SPC that has made a Loan any greater amount than the Borrowers would have been obligated to pay under this Credit Agreement if the Granting Lender had made such Loan. An amendment to this §20.7 20.10 without the written consent of an SPC shall be ineffective insofar as it alters the rights and obligations of such SPC.. 105

Special Purpose Funding Vehicle. Notwithstanding anything to the contrary contained in this §20herein, any Lender (a “"Granting Lender”Bank") may grant to a special purpose funding vehicle (an “"SPC”") of such Granting LenderBank, identified as such in writing from time to time delivered by the Granting Lender Bank to the Administrative Agent and the BorrowersCompany, the option to provide to a Borrower all or any part of any Loan that such Granting Lender Bank would otherwise be obligated to make to such Borrower pursuant to this Credit Agreementhereunder, provided that (a) in the case of any European Loan or European Swingline Loan only, the Loan to which the option applies shall not be assigned to an assignee qualifying as forming part of the “public”, as such term is construed and interpreted in accordance with Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC and subsequent implementation in the Dutch Financial Supervision Act (Wet op het financieel toezicht), (bi) nothing herein shall constitute a commitment to make any Loan by any SPC, (c) the Granting Lender’s obligations under this Credit Agreement shall remain unchanged, (d) the Granting Lender should retain the sole right to enforce this Credit Agreement and to approve any amendment, modification or waiver of any provision of this Credit Agreement and (eii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender Bank shall be obligated to make such Loan pursuant to the terms hereof, and (iii) the rights of any such SPC shall be derivative of the rights of the Granting Bank, 42 47 and each SPC shall be subject to all of the restrictions upon the Granting Bank herein contained. Each SPC shall be conclusively presumed to have made arrangements with its Granting Bank for the exercise of voting and other rights hereunder in a manner which is acceptable to the SPC, and the Administrative Agent, the other Lenders and the Company shall be entitled to rely upon and deal solely with the Granting Bank with respect to Loans made by or through its SPC. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender Bank to the same extent, and as if, such Loan were made by the Granting LenderBank. Each party hereto hereby agrees that no SPC shall be liable for any expense reimbursement, indemnity or similar payment obligation under this Credit Agreement (all liability for which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to the date that is one year and one day after the later of (i) the payment in full of all outstanding senior indebtedness of any SPC and (ii) the Maturity DateSPC, it will not institute against, or join any other person in instituting against, such SPC SPC, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States of America or any state State thereof, provided that the Granting Bank for each SPC hereby agrees to indemnify, save and hold harmless each other party hereto for any loss, cost, damage and expense arising out of their inability to institute any such proceeding against its SPC. In addition, notwithstanding anything to the contrary contained in this §20.7Section 11.16, any SPC may (Ai) with notice to, but (except as specified below) without the prior written consent of, the Borrowers Company or any the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans (provided that, in the case of any European Loan or European Swingline Loan only, the Loan to which the option applies shall not be assigned to an assignee qualifying as forming part of the “public”, as such term is construed and interpreted in accordance with Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC and subsequent implementation in the Dutch Financial Supervision Act (Wet op het financieel toezicht)) to its Granting Lender Bank or to any financial institutions (consented to by the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrowers, which consents shall not be unreasonably withheld or delayed) providing liquidity and/or credit facilities to or for the account of such SPC to fund the Loans made by such SPC or to support the securities (if any) issued by such SPC to fund such Loans (but nothing contained herein shall be construed in derogation of the obligation of the Granting Bank to make Loans hereunder), provided that neither the consent of the SPC or of any such assignee shall be required for amendments or waivers of provisions of the Loan Documents, and (Bii) disclose on a confidential basis (in the same manner described in Section 11.15) any non-public information relating to its Loans (other than financial statements referred to in §§8.4 or 9.4) to any rating agency, commercial paper dealer or provider of a surety, guarantee or credit or liquidity enhancement to such SPC. In no event shall the Borrowers be obligated to pay to an SPC that has made a Loan any greater amount than the Borrowers would have been obligated to pay under this Credit Agreement if the Granting Lender had made such Loan. An amendment to this §20.7 without the written consent of an SPC shall be ineffective insofar as it alters the rights and obligations of such SPC.

Special Purpose Funding Vehicle. Notwithstanding anything to the contrary contained in this §2015, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (an “SPC”) of such Granting Lender, identified as such in writing from time to time delivered by the Granting Lender to the Administrative Agent and the Borrowers, the option to provide to a Borrower the Borrowers all or any part of any Loan that such Granting Lender would otherwise be obligated to make to such Borrower the Borrowers pursuant to this Credit Agreement, provided that (a) in the case of any European Loan or European Swingline Loan only, the Loan to which the option applies shall not be assigned to an assignee qualifying as forming part of the “public”, as such term is construed and interpreted in accordance with Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC and subsequent implementation in the Dutch Financial Supervision Act (Wet op het financieel toezicht), (b) nothing herein shall constitute a commitment to make any Loan by any SPC, (cb) the Granting LenderBank’s obligations under this Credit Agreement shall remain unchanged, (dc) the Granting Lender should shall retain the sole right to enforce this Credit Agreement and to approve any amendment, modification or waiver of any provision of this Credit Agreement and (ed) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by the Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any expense reimbursement, indemnity or similar payment obligation under this Credit Agreement (all liability for which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to the date that is one year and one day after the later of (i) the payment in full of all outstanding senior indebtedness of any SPC and (ii) the Maturity Date, it will not institute against, or join any other person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States of America or any state State thereof. In addition, notwithstanding anything to the contrary contained in this §20.715.9, any SPC may (A) with notice to, but (except as specified below) without the prior written consent of, the Borrowers or any the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans (provided that, in the case of any European Loan or European Swingline Loan only, the Loan to which the option applies shall not be assigned to an assignee qualifying as forming part of the “public”, as such term is construed and interpreted in accordance with Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC and subsequent implementation in the Dutch Financial Supervision Act (Wet op het financieel toezicht)) to its Granting Lender or to any financial institutions (consented to by the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrowers, which consents shall not be unreasonably withheld or delayed) providing liquidity and/or credit facilities to or for the account of such SPC to fund the Loans made by such SPC or to support the securities (if any) issued by such SPC to fund such Loans and (B) disclose on a confidential basis any non-public information relating to its Loans (other than financial statements referred to in §§8.4 7.4 or 9.48.4) to any rating agency, commercial paper dealer or provider of a surety, guarantee or credit or liquidity enhancement to such SPC. In no event shall the Borrowers be obligated to pay to an SPC that has made a Loan any greater amount than the Borrowers would have been obligated to pay under this Credit Agreement if the Granting Lender had made such Loan. An amendment to this §20.7 15.9 without the written consent of an SPC shall be ineffective insofar as it alters the rights and obligations of such SPC.

Special Purpose Funding Vehicle. Notwithstanding anything to the contrary contained in this §20herein, any Lender (a “"Granting Lender”Bank") may grant to a special ------------- purpose funding vehicle (an “a "SPC”) of such Granting Lender"), identified as such in writing from time to --- time delivered by the Granting Lender Bank to the Administrative Agent and the BorrowersCompany, the option to provide to a Borrower Company all or any part of any Loan that such Granting Lender Bank would otherwise be obligated to make to such Borrower Company pursuant to this Credit Agreement, ; provided -------- that (a) in the case of any European Loan or European Swingline Loan only, the Loan to which the option applies shall not be assigned to an assignee qualifying as forming part of the “public”, as such term is construed and interpreted in accordance with Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC and subsequent implementation in the Dutch Financial Supervision Act (Wet op het financieel toezicht), (bi) nothing herein shall constitute a commitment by any SPC to make any Loan by any SPC---- Loan, (c) the Granting Lender’s obligations under this Credit Agreement shall remain unchanged, (d) the Granting Lender should retain the sole right to enforce this Credit Agreement and to approve any amendment, modification or waiver of any provision of this Credit Agreement and (eii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender Bank shall be obligated to make such Loan pursuant to the terms hereof. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender Bank to the same extent, and as if, such Loan were made by the such Granting LenderBank. Each party hereto hereby agrees that no SPC shall be liable for any expense reimbursement, indemnity or similar payment obligation under this Credit Agreement (all liability for which shall remain with the Granting LenderBank). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to the date that is one year and one day after the later of (i) the payment in full of all outstanding commercial paper or other senior indebtedness of any SPC and (ii) the Maturity DateSPC, it will not institute against, or join any other person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States of America or any state State thereof. In addition, notwithstanding anything to the contrary contained in this §20.7subsection 10.1F, any SPC may (Ai) with notice to, but (except as specified below) without the prior written consent of, Company and the Borrowers or any Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans (provided that, in the case of any European Loan or European Swingline Loan only, the Loan to which the option applies shall not be assigned to an assignee qualifying as forming part of the “public”, as such term is construed and interpreted in accordance with Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC and subsequent implementation in the Dutch Financial Supervision Act (Wet op het financieel toezicht)) to its Granting Lender Bank or to any financial institutions (consented to by the Company and Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrowers, which consents shall not be unreasonably withheld or delayedAgent) providing liquidity and/or credit facilities support to or for the account of such SPC to fund the Loans made by such SPC or to support the securities (funding or maintenance if any) issued by such SPC to fund such Loans and (Bii) disclose on a confidential basis any non-public information relating to its Loans (other than financial statements referred to in §§8.4 or 9.4) to any rating agency, commercial paper dealer or provider of a any surety, guarantee or credit or liquidity enhancement to such SPC. In no event shall the Borrowers This section may not be obligated to pay to an SPC that has made a Loan any greater amount than the Borrowers would have been obligated to pay under this Credit Agreement if the Granting Lender had made such Loan. An amendment to this §20.7 amended without the written consent of an SPC shall be ineffective insofar as it alters the rights and obligations of such SPC.

Special Purpose Funding Vehicle. Notwithstanding anything to the contrary contained in this §2015, any Lender Bank (a “Granting LenderBank”) may grant to a special purpose funding vehicle (an “SPC”) of such Granting LenderBank, identified as such in writing from time to time delivered by the Granting Lender Bank to the Administrative Agent and the BorrowersBorrower, the option to provide to a the Borrower all or any part of any Revolving Credit Loan that such Granting Lender Bank would otherwise be obligated to make to such the Borrower pursuant to this Credit Agreement, provided that (a) in the case of any European Loan or European Swingline Loan only, the Loan to which the option applies shall not be assigned to an assignee qualifying as forming part of the “public”, as such term is construed and interpreted in accordance with Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC and subsequent implementation in the Dutch Financial Supervision Act (Wet op het financieel toezicht), (b) nothing herein shall constitute a commitment to make any Revolving Credit Loan by any SPC, (cb) the Granting LenderBank’s obligations under this Credit Agreement shall remain unchanged, (dc) the Granting Lender Bank should retain the sole right to enforce this Credit Agreement and to approve any amendment, modification or waiver of any provision of this Credit Agreement and (ed) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Revolving Credit Loan, the Granting Lender Bank shall be obligated to make such Revolving Credit Loan pursuant to the terms hereof. The making of a Revolving Credit Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender Bank to the same extent, and as if, such Revolving Credit Loan were made by the Granting LenderBank. Each party hereto hereby agrees that no SPC shall be liable for any expense reimbursement, indemnity or similar payment obligation under this Credit Agreement (all liability for which shall remain with the Granting LenderBank). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to the date that is one year and one day after the later of (i) the payment in full of all outstanding senior indebtedness of any SPC and (ii) the Revolving Credit Loan Maturity Date, or, as applicable, the Term Loan Maturity Date, it will not institute against, or join any other person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States of America or any state State thereof. In addition, notwithstanding anything to the contrary contained in this §20.715.9, any SPC may (A) with notice to, but (except as specified below) without the prior written consent of, the Borrowers Borrower or any the Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Revolving Credit Loans (provided that, in the case of any European Loan or European Swingline Loan only, the Loan to which the option applies shall not be assigned to an assignee qualifying as forming part of the “public”, as such term is construed and interpreted in accordance with Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC and subsequent implementation in the Dutch Financial Supervision Act (Wet op het financieel toezicht)) to its Granting Lender Bank or to any financial institutions (consented to by the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the BorrowersBorrower, which consents shall not be unreasonably withheld or delayed) providing liquidity and/or credit facilities to or for the account of such SPC to fund the Revolving Credit Loans made by such SPC or to support the securities (if any) issued by such SPC to fund such Revolving Credit Loans and (B) disclose on a confidential basis any non-public information relating to its Revolving Credit Loans (other than financial statements referred to in §§8.4 7.4 or 9.48.4) to any rating agency, commercial paper dealer or provider of a surety, guarantee or credit or liquidity enhancement to such SPC. In no event shall the Borrowers Borrower be obligated to pay to an SPC that has made a Revolving Credit Loan any greater amount than the Borrowers Borrower would have been obligated to pay under this Credit Agreement if the Granting Lender Bank had made such Revolving Credit Loan. An amendment to this §20.7 16.9 without the written consent of an SPC shall be ineffective insofar as it alters the rights and obligations of such SPC.

Special Purpose Funding Vehicle. Notwithstanding anything to the contrary contained in this §20SECTION 18, any Lender (a “Granting Lender”"GRANTING LENDER") may grant to a special purpose funding vehicle (an “"SPC”") of such Granting Lender, identified as such in writing from time to time delivered by the Granting Lender to the Administrative Agent and the BorrowersBorrower, the option to provide to a the Borrower all or any part of any Term Loan that such Granting Lender would otherwise be obligated to make to such the Borrower pursuant to this Credit Term Loan Agreement, provided PROVIDED that (a) in the case of any European Loan or European Swingline Loan only, the Loan to which the option applies shall not be assigned to an assignee qualifying as forming part of the “public”, as such term is construed and interpreted in accordance with Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC and subsequent implementation in the Dutch Financial Supervision Act (Wet op het financieel toezicht), (b) nothing herein shall constitute a commitment to make any Term Loan by any SPC, (cb) the Granting Lender’s Bank's obligations under this Credit Term Loan Agreement shall remain unchanged, (dc) the Granting Lender should shall retain the sole right to enforce this Credit Term Loan Agreement and to approve any amendment, modification or waiver of any provision of this Credit Term Loan Agreement and (ed) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Term Loan, the Granting Lender shall be obligated to make such Term Loan pursuant to the terms hereof. The making of a Term Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Term Loan were made by the Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any expense reimbursement, indemnity or similar payment obligation under this Credit Term Loan Agreement (all liability for which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Term Loan Agreement) that, prior to the date that is one year and one day after the later of (i) the payment in full of all outstanding senior indebtedness of any SPC and (ii) the Maturity Date, it will not institute against, or join any other person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States of America or any state State thereof. In addition, notwithstanding anything to the contrary contained in this §20.7SECTION 18.9, any SPC may (A) with notice to, but (except as specified below) without the prior written consent of, the Borrowers Parent, the Borrower or any the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Term Loans (provided that, in the case of any European Loan or European Swingline Loan only, the Loan to which the option applies shall not be assigned to an assignee qualifying as forming part of the “public”, as such term is construed and interpreted in accordance with Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC and subsequent implementation in the Dutch Financial Supervision Act (Wet op het financieel toezicht)) to its Granting Lender or to any financial institutions (consented to by the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the BorrowersBorrower, which consents shall not be unreasonably withheld or delayed) providing liquidity and/or credit facilities to or for the account of such SPC to fund the Term Loans made by such SPC or to support the securities (if any) issued by such SPC to fund such Term Loans and (B) disclose on a confidential basis any non-public information relating to its Term Loans (other than financial statements referred to in §§8.4 SECTIONS 6.2 or 9.47.4) to any rating agency, commercial paper dealer or provider of a surety, guarantee or credit or liquidity enhancement to such SPC. In no event shall the Borrowers Borrower be obligated to pay to an SPC that has made a Term Loan any greater amount than the Borrowers Borrower would have been obligated to pay under this Credit Term Loan Agreement if the Granting Lender had made such Term Loan. An amendment to this §20.7 SECTION 18.9 without the written consent of an SPC shall be ineffective insofar as it alters the rights and obligations of such SPC.

Special Purpose Funding Vehicle. Notwithstanding anything to the contrary contained in this §20herein, any Lender (a “"Granting Lender”Bank") may grant to a special ------------- purpose funding vehicle (an “a "SPC”) of such Granting Lender"), identified as such in writing from time to --- time delivered by the Granting Lender Bank to the Administrative Agent Agent, ChipPAC and the BorrowersCompany, the option to provide to a Borrower Company all or any part of any Loan that such Granting Lender Bank would otherwise be obligated to make to such Borrower Company pursuant to this Credit Agreement, ; provided that (a) in the case of any European Loan or European Swingline Loan only, the Loan to which the option applies shall not be assigned to an assignee qualifying as forming part of the “public”, as such term is construed and interpreted in accordance with Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC and subsequent implementation in the Dutch Financial Supervision Act (Wet op het financieel toezicht), (bi) nothing herein shall constitute a commitment by any SPC to -------- make any Loan by any SPCLoan, (c) the Granting Lender’s obligations under this Credit Agreement shall remain unchanged, (d) the Granting Lender should retain the sole right to enforce this Credit Agreement and to approve any amendment, modification or waiver of any provision of this Credit Agreement and (eii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender Bank shall be obligated to make such Loan pursuant to the terms hereof. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender Bank to the same extent, and as if, such Loan were made by the such Granting LenderBank. Each party hereto hereby agrees that no SPC shall be liable for any expense reimbursement, indemnity or similar payment obligation under this Credit Agreement (all liability for which shall remain with the Granting LenderBank). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to the date that is one year and one day after the later of (i) the payment in full of all outstanding commercial paper or other senior indebtedness of any SPC and (ii) the Maturity DateSPC, it will not institute against, or join any other person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States of America or any state State thereof. In addition, notwithstanding anything to the contrary contained in this §20.7subsection 10.1F, any SPC may (Ai) with notice to, but (except as specified below) without the prior written consent of, Company, ChipPAC and the Borrowers or any Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans (provided that, in the case of any European Loan or European Swingline Loan only, the Loan to which the option applies shall not be assigned to an assignee qualifying as forming part of the “public”, as such term is construed and interpreted in accordance with Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC and subsequent implementation in the Dutch Financial Supervision Act (Wet op het financieel toezicht)) to its Granting Lender Bank or to any financial institutions (consented to by Company, ChipPAC and the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrowers, which consents shall not be unreasonably withheld or delayedAgent) providing liquidity and/or credit facilities support to or for the account of such SPC to fund the Loans made by such SPC or to support the securities (if any) issued by such SPC to fund such funding or maintenance of Loans and (Bii) disclose on a confidential basis any non-public information relating to its Loans (other than financial statements referred to in §§8.4 or 9.4) to any rating agency, commercial paper dealer or provider of a any surety, guarantee or credit or liquidity enhancement to such SPC. In no event shall the Borrowers This section may not be obligated to pay to an SPC that has made a Loan any greater amount than the Borrowers would have been obligated to pay under this Credit Agreement if the Granting Lender had made such Loan. An amendment to this §20.7 amended without the written consent of an SPC shall be ineffective insofar as it alters the rights and obligations of such SPC.

Special Purpose Funding Vehicle. Notwithstanding anything to the contrary contained in this §20s. 18, any Lender other than a Lender affiliated with a Borrower (a “"Granting Lender”") may grant to a special purpose funding vehicle (an “SPC”"SPV") of such Granting Lender, identified as such in writing from time to time delivered by the Granting Lender to the Administrative Agent and the Borrowers, the option to provide to a Borrower the Borrowers all or any part of any Loan that such Granting Lender would otherwise be obligated to make to such Borrower the Borrowers pursuant to this Credit Agreement, provided that (a) in the case of any European Loan or European Swingline Loan only, the Loan to which the option applies shall not be assigned to an assignee qualifying as forming part of the “public”, as such term is construed and interpreted in accordance with Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC and subsequent implementation in the Dutch Financial Supervision Act (Wet op het financieel toezicht), (b) nothing herein shall constitute a commitment to make any Loan by any SPCSPV, (cb) the Granting Lender’s 's obligations under this Credit Agreement shall remain unchanged, (dc) the Granting Lender should shall retain the sole right to enforce this Credit Agreement and to approve any amendment, modification or waiver of any provision of this Credit Agreement and (ed) if an SPC SPV elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. The making of a Loan by an SPC SPV hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by the Granting Lender. Each party hereto hereby agrees that no SPC SPV shall be liable for any expense reimbursement, indemnity or similar payment obligation under this Credit Agreement (all liability for which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to the date that is one year and one day after the later of (i) the payment in full of all outstanding senior indebtedness of any SPC SPV and (ii) the Revolving Credit Maturity Date, or, as applicable, the Term Loan Maturity Date, it will not institute against, or join any other person in instituting against, such SPC SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States of America or any state State thereof. In addition, notwithstanding anything to the contrary contained in this §20.7s. 18, any SPC SPV may (A) with notice to, but (except as specified below) without the prior written consent of, the Borrowers or any the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans (provided that, in the case of any European Loan or European Swingline Loan only, the Loan to which the option applies shall not be assigned to an assignee qualifying as forming part of the “public”, as such term is construed and interpreted in accordance with Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC and subsequent implementation in the Dutch Financial Supervision Act (Wet op het financieel toezicht)) to its Granting Lender or to any financial institutions (consented to by the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrowers, which consents shall not be unreasonably withheld or delayed) providing liquidity and/or credit facilities to or for the account of such SPC SPV to fund the Loans made by such SPC SPV or to support the securities (if any) issued by such SPC SPV to fund such Loans and (B) disclose on a confidential basis any non-public information relating to its Loans (other than financial statements referred to in §§8.4 s. 6.4 or 9.4s. 7.4) to any rating agency, commercial paper dealer or provider of a surety, guarantee or credit or liquidity enhancement to such SPCSPV. In no event shall the Borrowers be obligated to pay to an SPC SPV that has made a Loan any greater amount than the Borrowers would have been obligated to pay under this Credit Agreement if the Granting Lender had made such Loan. An amendment to this §20.7 s. 18(f) without the written consent of an SPC SPV shall be ineffective insofar as it alters the rights and obligations of such SPCSPV.

Special Purpose Funding Vehicle. Notwithstanding anything to the contrary contained in this §20ss.18, any Lender (a “Granting "GrantinG Lender”") may grant to a special purpose funding vehicle (an “"SPC”") of such Granting Lender, identified as such in writing from time to time delivered by the Granting Lender to the Administrative Agent and the BorrowersBorrower, the option to provide to a the Borrower all or any part of any Loan that such Granting Lender would otherwise be obligated to make to such the Borrower pursuant to this Credit Agreement, provided PROVIDED that (a) in the case of any European Loan or European Swingline Loan only, the Loan to which the option applies shall not be assigned to an assignee qualifying as forming part of the “public”, as such term is construed and interpreted in accordance with Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC and subsequent implementation in the Dutch Financial Supervision Act (Wet op het financieel toezicht), (b) nothing herein shall constitute a commitment to make any Loan by any SPC, (cb) the Granting Lender’s Bank's obligations under this Credit Agreement shall remain unchanged, (dc) the Granting Lender should shall retain the sole right to enforce this Credit Agreement and to approve any amendment, modification or waiver of any provision of this Credit Agreement and (ed) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by the Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any expense reimbursement, indemnity or similar payment obligation under this Credit Agreement (all liability for which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to the date that is one year and one day after the later of (i) the payment in full of all outstanding senior indebtedness of any SPC and (ii) the Maturity Date, it will not institute against, or join any other person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States of America or any state State thereof. In addition, notwithstanding anything to the contrary contained in this §20.7ss.18.9, any SPC may (A) with notice to, but (except as specified below) without the prior prioR written consent of, the Borrowers Parent, the Borrower or any the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans (provided that, in the case of any European Loan or European Swingline Loan only, the Loan to which the option applies shall not be assigned to an assignee qualifying as forming part of the “public”, as such term is construed and interpreted in accordance with Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC and subsequent implementation in the Dutch Financial Supervision Act (Wet op het financieel toezicht)) to its Granting Lender or to any financial institutions (consented to by the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the BorrowersBorrower, which consents shall not be unreasonably withheld or delayed) providing liquidity and/or credit facilities to or for the account of such SPC to fund the Loans made by such SPC or to support the securities (if any) issued by such SPC to fund such Loans and (B) disclose on a confidential basis any non-public information relating to its Loans (other than financial statements referred to in §§8.4 ss.ss.6.2 or 9.47.4) to any rating agency, commercial paper dealer or provider of a surety, guarantee or credit or liquidity enhancement to such SPC. In no event shall the Borrowers Borrower be obligated to pay to an SPC that has made a Loan any greater amount than the Borrowers Borrower would have been obligated to pay under this Credit Agreement if the Granting Lender had made such Loan. An amendment to this §20.7 ss.18.9 without the thE written consent of an SPC shall be ineffective insofar as it alters the rights and obligations of such SPC.

Special Purpose Funding Vehicle. Notwithstanding anything to the contrary contained in this §20ss.19, any Lender (a “Granting Lender”"GRANTING LENDER") may grant to a special purpose funding vehicle (an “SPC”"SPV") of such Granting GrantinG Lender, identified as such in writing from time to time delivered by the Granting Lender to the Administrative Agent and the Borrowers, the option to provide to a Borrower the Borrowers all or any part of any Loan that such Granting Lender would otherwise be obligated to make to such Borrower the Borrowers pursuant to this Credit Agreement, provided PROVIDED that (a) in the case of any European Loan or European Swingline Loan only, the Loan to which the option applies shall not be assigned to an assignee qualifying as forming part of the “public”, as such term is construed and interpreted in accordance with Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC and subsequent implementation in the Dutch Financial Supervision Act (Wet op het financieel toezicht), (b) nothing herein shall constitute a commitment to make any Loan by any SPCSPV, (cb) the Granting Lender’s 's obligations under this Credit Agreement shall remain unchanged, (dc) the Granting Lender should shall retain the sole right to enforce this Credit Agreement and to approve any amendment, modification or waiver of any provision of this Credit Agreement and (ed) if an SPC SPV elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. The making of a Loan by an SPC SPV hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by the Granting Lender. Each party hereto hereby agrees that no SPC SPV shall be liable for any expense reimbursement, indemnity or similar payment obligation under this Credit Agreement (all liability for which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to the date that is one year and one day after the later of (i) the payment in full of all outstanding senior indebtedness of any SPC SPV and (ii) the Revolving Credit Maturity Date, or, as applicable, the Term Loan Maturity Date, it will not institute against, or join any other person in instituting against, such SPC SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States of America or any state State thereof. In addition, notwithstanding anything to the contrary contained in this §20.7ss.19, any SPC anY SPV may (A) with notice to, but (except as specified below) without the prior written consent of, the Borrowers or any the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans (provided that, in the case of any European Loan or European Swingline Loan only, the Loan to which the option applies shall not be assigned to an assignee qualifying as forming part of the “public”, as such term is construed and interpreted in accordance with Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC and subsequent implementation in the Dutch Financial Supervision Act (Wet op het financieel toezicht)) to its Granting Lender or to any financial institutions (consented to by the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrowers, which consents shall not be unreasonably withheld or delayed) providing liquidity and/or credit facilities to or for the account of such SPC to fund the Loans made by such SPC or to support the securities (if any) issued by such SPC to fund such Loans and (B) disclose on a confidential basis any non-public information relating to its Loans (other than financial statements referred to in §§8.4 or 9.4) to any rating agency, commercial paper dealer or provider of a surety, guarantee or credit or liquidity enhancement to such SPC. In no event shall the Borrowers be obligated to pay to an SPC that has made a Loan any greater amount than the Borrowers would have been obligated to pay under this Credit Agreement if the Granting Lender had made such Loan. An amendment to this §20.7 without the written consent of an SPC shall be ineffective insofar as it alters the rights and obligations of such SPC.Loans

Special Purpose Funding Vehicle. Notwithstanding anything to the contrary contained in this §20herein, any Lender Bank (a “Granting LenderBank”) may grant to a special purpose funding vehicle (an “SPC”) which is a wholly-owned subsidiary of such Granting Lender, Bank or an affiliate of such Granting Bank identified as such in writing from time to time delivered by the Granting Lender Bank to the Administrative Agent and the Borrowers, Borrowers (an “SPC”) the option to provide to a Borrower all or any part of any Loan that such Granting Lender Bank would otherwise be obligated to make to such Borrower pursuant to this Credit Agreement, ; provided that (a) in the case of any European Loan or European Swingline Loan only, the Loan to which the option applies shall not be assigned to an assignee qualifying as forming part of the “public”, as such term is construed and interpreted in accordance with Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC and subsequent implementation in the Dutch Financial Supervision Act (Wet op het financieel toezicht), (bi) nothing herein shall constitute a commitment to make any Loan by any SPCSPC to fund any Loan, (c) the Granting Lender’s obligations under this Credit Agreement shall remain unchanged, (d) the Granting Lender should retain the sole right to enforce this Credit Agreement and to approve any amendment, modification or waiver of any provision of this Credit Agreement and (eii) if an SPC elects not to exercise such option or otherwise fails to provide make all or any part of such Loan, the Granting Lender Bank shall be obligated to make such Loan pursuant to the terms hereofhereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under §6.15(a). 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 §6.7, §6.8, §6.10 and §19), (ii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Bank would be liable, and (iii) the Granting Bank shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the Bank of record hereunder. The making of a Loan by an SPC hereunder shall utilize the applicable Commitment of the Granting Lender Bank to the same extent, and as if, such Loan were made by the such Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any expense reimbursement, indemnity or similar payment obligation under this Credit Agreement (all liability for which shall remain with the Granting Lender)Bank. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to the date that is one year and one day after the later of (i) the payment in full of all outstanding commercial paper or other senior indebtedness debt of any SPC and (ii) the Maturity DateSPC, it will not institute against, or join any other person Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency insolvency, or liquidation proceedings or similar proceedings proceeding under the laws Laws of the United States of America or any state State thereof. In addition, notwithstanding Notwithstanding anything to the contrary contained in this §20.7herein, any SPC may (Ai) with notice to, but (except as specified below) without the prior written consent of, of the Borrowers or any and the Administrative Agent and without paying any processing fee therefor, assign all or a any portion of its interests in right to receive payment with respect to any Loans (provided that, in the case of any European Loan or European Swingline Loan only, the Loan to which the option applies shall not be assigned to an assignee qualifying as forming part of the “public”, as such term is construed and interpreted in accordance with Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC and subsequent implementation in the Dutch Financial Supervision Act (Wet op het financieel toezicht)) to its Granting Lender or to any financial institutions (consented to by the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrowers, which consents shall not be unreasonably withheld or delayed) providing liquidity and/or credit facilities to or for the account of such SPC to fund the Loans made by such SPC or to support the securities (if any) issued by such SPC to fund such Loans Bank and (Bii) disclose on a confidential basis any non-public information relating to its funding of Loans (other than financial statements referred to in §§8.4 or 9.4) to any rating agency, commercial paper dealer or provider of a surety, any surety or guarantee or credit or liquidity enhancement to such SPC. In no event shall the Borrowers be obligated to pay to an SPC that has made a Loan any greater amount than the Borrowers would have been obligated to pay under this Credit Agreement if the Granting Lender had made such Loan. An amendment to this §20.7 without the written consent of an SPC shall be ineffective insofar as it alters the rights and obligations of such SPC.

Special Purpose Funding Vehicle. Notwithstanding anything to the contrary contained in this §20herein, any Lender (a “"Granting Lender”Bank") may grant to a special ------------- purpose funding vehicle (an “a "SPC”) of such Granting Lender"), identified as such in writing from time to --- time delivered by the Granting Lender Bank to the Administrative Agent Agent, ChipPAC and the BorrowersCompany, the option to provide to a Borrower Company all or any part of any Loan that such Granting Lender Bank would otherwise be obligated to make to such Borrower Company pursuant to this Credit Agreement, ; provided that (a) in the case of any European Loan or European Swingline Loan only, the Loan to which the option applies shall not be assigned to an assignee qualifying as forming part of the “public”, as such term is construed and interpreted in accordance with Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC and subsequent implementation in the Dutch Financial Supervision Act (Wet op het financieel toezicht), (bi) nothing herein shall constitute a commitment by any SPC to -------- make any Loan by any SPCLoan, (c) the Granting Lender’s obligations under this Credit Agreement shall remain unchanged, (d) the Granting Lender should retain the sole right to enforce this Credit Agreement and to approve any amendment, modification or waiver of any provision of this Credit Agreement and (eii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender Bank shall be obligated to make such Loan pursuant to the terms hereof. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender Bank to the same extent, and as if, such Loan were made by the such Granting LenderBank. Each party hereto hereby agrees that no SPC shall be liable for any expense reimbursement, indemnity or similar payment obligation under this Credit Agreement (all liability for which shall remain with the Granting LenderBank). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to the date that is one year and one day after the later of (i) the payment in full of all outstanding commercial paper or other senior indebtedness of any SPC and (ii) the Maturity DateSPC, it will not institute against, or join any other person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States of America or any state State thereof. In addition, notwithstanding anything to the contrary contained in this §20.7subsection 10.1F, any SPC may (Ai) with notice to, but (except as specified below) without the prior written consent of, Company, ChipPAC and the Borrowers or any Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans (provided that, in the case of any European Loan or European Swingline Loan only, the Loan to which the option applies shall not be assigned to an assignee qualifying as forming part of the “public”, as such term is construed and interpreted in accordance with Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC and subsequent implementation in the Dutch Financial Supervision Act (Wet op het financieel toezicht)) to its Granting Lender Bank or to any financial institutions (consented to by Company, ChipPAC and the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrowers, which consents shall not be unreasonably withheld or delayedAgent) providing liquidity and/or credit facilities support to or for the account of such SPC to fund the Loans made by such SPC or to support the securities (if any) issued by such SPC to fund such funding or maintenance of Loans and (Bii) disclose on a confidential basis any non-public information relating to its Loans (other than financial statements referred to in §§8.4 or 9.4) to any rating agency, commercial paper 158 dealer or provider of a any surety, guarantee or credit or liquidity enhancement to such SPC. In no event shall the Borrowers This section may not be obligated to pay to an SPC that has made a Loan any greater amount than the Borrowers would have been obligated to pay under this Credit Agreement if the Granting Lender had made such Loan. An amendment to this §20.7 amended without the written consent of an SPC shall be ineffective insofar as it alters the rights and obligations of such SPC.

Special Purpose Funding Vehicle. Notwithstanding anything to the contrary contained in this §Section 20, any Domestic Lender (a “"Granting Lender”") may grant to a special purpose funding vehicle (an “"SPC”") of such Granting Lender, identified as such in writing from time to time delivered by the Granting Lender to the Administrative Agent and the Borrowers, the option to provide to a Borrower the Borrowers all or any part of any Domestic Loan that such Granting Lender would otherwise be obligated to make to such Borrower the Borrowers pursuant to this Credit Agreement, provided that (a) in the case of any European Loan or European Swingline Loan only, the Loan to which the option applies shall not be assigned to an assignee qualifying as forming part of the “public”, as such term is construed and interpreted in accordance with Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC and subsequent implementation in the Dutch Financial Supervision Act (Wet op het financieel toezicht), (b) nothing herein shall constitute a commitment to make any Domestic Loan by any SPC, (cb) the Granting Lender’s 's obligations under this Credit Agreement shall remain unchanged, (dc) the Granting Lender should retain the sole right to enforce this Credit Agreement and to approve any amendment, modification or waiver of any provision of this Credit Agreement and (ed) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Domestic Loan, the Granting Lender shall be obligated to make such Domestic Loan pursuant to the terms hereof. The making of a Loan by an SPC hereunder shall utilize the Domestic Revolving Credit Commitment or Term A Commitment of the Granting Lender to the same extent, and as if, such Domestic Loan were made by the Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any expense reimbursement, indemnity or similar payment obligation under this Credit Agreement (all liability for which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to the date that is one year and one day after the later of (i) the payment in full of all outstanding senior indebtedness of any SPC and (ii) the Revolving Credit Loan Maturity Date, or, as applicable, the Term Loan A Maturity Date, it will not institute against, or join any other person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States of America or any state State thereof. In addition, notwithstanding anything to the contrary contained in this §20.7Section 20.11, any SPC may (A) with notice to, but (except as specified below) without the prior written consent of, the Borrowers or any the Agent and without paying any processing fee therefortherefore, assign all or a portion of its interests in any Domestic Loans (provided that, in the case of any European Loan or European Swingline Loan only, the Loan to which the option applies shall not be assigned to an assignee qualifying as forming part of the “public”, as such term is construed and interpreted in accordance with Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC and subsequent implementation in the Dutch Financial Supervision Act (Wet op het financieel toezicht)) to its Granting Lender or to any financial institutions (consented to by the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrowers, which consents shall not be unreasonably withheld or delayed) providing liquidity and/or credit facilities to or for the account of such SPC to fund the Domestic Loans made by such SPC or to support the securities (if any) issued by such SPC to fund such Domestic Loans and (B) disclose on a confidential basis any non-public information relating to its Domestic Loans (other than financial statements referred to in §§Sections 8.4 or 9.4) to any rating agency, commercial paper dealer or provider of a surety, guarantee or credit or liquidity enhancement to such SPC. In no event shall the Borrowers be obligated to pay to an SPC that has made a Domestic Loan any greater amount than the Borrowers would have been obligated to pay under this Credit Agreement if the Granting Lender had made such Domestic Loan. An amendment to this §20.7 Section 20.11 without the written consent of an SPC shall be ineffective insofar as it alters the rights and obligations of such SPC.

Special Purpose Funding Vehicle. Notwithstanding anything to the contrary contained in this §20herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (an a “SPCSPFV”) of such Granting Lender, identified as such in writing from time to time delivered by the Granting Lender to the Administrative Agent and the Borrowers, the option to provide to a Borrower fund all or any part of any Loan that such Granting Lender would otherwise be obligated to make to such Borrower fund pursuant to this Credit Agreement, ; provided that (a) in the case of any European Loan or European Swingline Loan only, the Loan to which the option applies shall not be assigned to an assignee qualifying as forming part of the “public”, as such term is construed and interpreted in accordance with Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC and subsequent implementation in the Dutch Financial Supervision Act (Wet op het financieel toezicht), (b) nothing herein shall constitute a commitment to make any Loan by any SPCSPFV to fund any Loan, (c) the Granting Lender’s obligations under this Credit Agreement shall remain unchanged, (d) the Granting Lender should retain the sole right to enforce this Credit Agreement and to approve any amendment, modification or waiver of any provision of this Credit Agreement and (eb) if an SPC a SPFV elects not to exercise such option or otherwise fails to provide fund all or any part of such Loan, the Granting Lender shall be obligated to make fund such Loan pursuant to the terms hereof. The making funding of a Loan by an SPC a SPFV hereunder shall utilize the RC Commitment of the Granting Lender to the same extent, and as if, such Loan were made funded by the such Granting Lender. Each party hereto hereby agrees that no SPC SPFV shall be liable for any expense reimbursement, indemnity or similar payment obligation under this Credit Agreement (all liability for which shall remain with a Lender would otherwise be liable for so long as, and to the extent, the Granting Lender)Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to the date that is one year and one day after the later of (i) the payment in full of all outstanding senior indebtedness of any SPC and (ii) the Maturity Date, it will not institute against, or join any other person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States of America or any state thereof. In addition, notwithstanding Notwithstanding anything to the contrary contained in this §20.7Agreement, any SPC SPFV may (A) with notice to, but (except as specified below) without the prior written consent of, the Borrowers or any Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans (provided that, in the case of any European Loan or European Swingline Loan only, the Loan to which the option applies shall not be assigned to an assignee qualifying as forming part of the “public”, as such term is construed and interpreted in accordance with Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC and subsequent implementation in the Dutch Financial Supervision Act (Wet op het financieel toezicht)) to its Granting Lender or to any financial institutions (consented to by the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrowers, which consents shall not be unreasonably withheld or delayed) providing liquidity and/or credit facilities to or for the account of such SPC to fund the Loans made by such SPC or to support the securities (if any) issued by such SPC to fund such Loans and (B) disclose on a confidential basis any non-public information relating to its funding of Loans (other than financial statements referred to in §§8.4 or 9.4) to any rating agency, commercial paper paper, dealer or provider of a surety, any surety or guarantee or credit or liquidity enhancement to such SPCSPFV. In no event This Subsection 1.16.2 may not be amended without the prior written consent of each Granting Lender, all or any part of whose Loan is being funded by a SPFV at the time of such amendment. No SPFV shall be entitled to any indemnities or additional costs or other amounts referred to in Section 1.13 (Increased Costs; Unavailability) or breakage pursuant to Subsection 1.12.5 (Breakage) or similar payments except to the Borrowers be obligated extent it shares in payments made to pay to an SPC that has made a Loan any greater amount than the Borrowers would have been obligated to pay under this Credit Agreement if the Granting Lender had made such Loan. An amendment pursuant to this §20.7 without entitlements of the written consent of an SPC shall be ineffective insofar as it alters the rights and obligations of such SPCGranting Lender hereunder.