Common use of Special Purpose Funding Vehicles Clause in Contracts

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers (an “SPC”) the option to provide all or any part of any Advance that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any Advance, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such Advance, the Granting Lender shall be obligated to make such Advance pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.15(e). Each party hereto hereby agrees that (A) 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 Section 2.13), (B) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (C) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of an Advance by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (1) with notice to, but without prior consent of, the Borrowers and the Administrative Agent and with the payment of a processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion), assign all or any portion of its right to receive payment with respect to any Advance to the Granting Lender and (2) disclose on a confidential basis any non-public information relating to its funding of Advances to any rating agency, commercial paper dealer or provider of any surety or guarantee or credit or liquidity enhancement to such SPC.

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers Borrower (an “SPC”) the option to provide all or any part of any Advance Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any AdvanceLoan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such AdvanceLoan, the Granting Lender shall be obligated to make such Advance Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.15(e2.12(b)(ii). Each party hereto hereby agrees that (Ai) 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 the Borrower under this Agreement (including its obligations under Section 2.133.04), (Bii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (Ciii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of an Advance a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance Loan were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws Laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (1i) with notice to, but without prior consent of, of the Borrowers Borrower and the Administrative Agent and with the payment of a processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion), assign all or any portion of its right to receive payment with respect to any Advance Loan to the Granting Lender and (2ii) disclose on a confidential basis any non-public information relating to its funding of Advances Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee Guarantee or credit or liquidity enhancement to such SPC.

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers Borrower (an “SPC”) the option to provide all or any part of any Advance Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided provided, that (i) nothing herein shall constitute a commitment by any SPC to fund any Advance, and Loan; (ii) any grant of such an option to any SPC shall not constitute a novation, if an SPC elects not to exercise such option or otherwise fails to make all or any part of such AdvanceLoan, the Granting Lender shall be obligated to make such Advance Loan pursuant to the terms hereof orhereof, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.15(e)and in no event shall any Granting Lender be released from its obligations hereunder. Each party hereto hereby agrees that (Ai) neither each SPC shall be entitled to the grant benefits of Sections 3.01, 3.04 and 3.05 (subject to any SPC nor the exercise by any SPC requirements and limitations of such option Sections and Section 10.13) to the same extent as if it were a Granting Lender and had acquired its interest by assignment pursuant to Section 10.06(b); provided, that an SPC shall increase the costs or expenses or otherwise increase or change the obligations of not be entitled to receive any Borrower under this Agreement (including its obligations greater payment under Section 2.13)3.01 or 3.04 than the applicable Granting Lender would have been entitled to receive with respect to the SPC granted to such SPC, (Bii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, ; and (Ciii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of an Advance a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance Loan were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (1i) with notice to, but without prior consent of, of the Borrowers Borrower and the Administrative Agent and with the payment of a processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion), assign all or any portion of its right to receive payment with respect to any Advance Loan to the related Granting Lender Lender; and (2ii) disclose on a confidential basis any non-public information relating to its funding of Advances Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee Guarantee or credit or liquidity enhancement to such SPC.

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers Borrower (an “SPC”) the option to provide all or any part of any Advance Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any AdvanceLoan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such AdvanceLoan, the Granting Lender shall be obligated to make such Advance Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.15(e2.13(b)(ii). Each party hereto hereby agrees that (Ai) 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 the Borrower under this Agreement (including its obligations under Section 2.134.04), (Bii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (Ciii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of an Advance a Loan by an SPC hereunder shall utilize the Revolving Credit Commitment or commitment to make a Term Loan of the Granting Lender to the same extent, and as if, such Advance Loan were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination occurrence of this Agreementthe Facility Termination Date) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (1i) with notice to, but without prior consent of, of the Borrowers Borrower and the Administrative Agent and with the payment of a processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion)2,500, assign all or any portion of its right to receive payment with respect to any Advance Loan to the Granting Lender and (2ii) disclose on a confidential basis any non-public information relating to its funding of Advances Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee Guarantee or credit or liquidity enhancement to such SPC.

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers Borrower (an “SPC”) the option to provide all or any part of any Advance Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided provided, that (i) nothing herein shall constitute a commitment by any SPC to fund any Advance, and Loan; (ii) any grant of such an option to any SPC shall not constitute a novation, if an SPC elects not to exercise such option or otherwise fails to make all or any part of such AdvanceLoan, the Granting Lender shall be obligated to make such Advance Loan pursuant to the terms hereof orhereof, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.15(e)and in no event shall any Granting Lender be released from its obligations hereunder. Each party hereto hereby agrees that (Ai) neither each SPC shall be entitled to the grant benefits of Sections 3.01, 3.04 and 3.05 (subject to any SPC nor the exercise by any SPC requirements and limitations of such option Sections and Section 10.13) to the same extent as if it were a Granting Lender and had acquired its interest by assignment pursuant to Section 10.06(b); provided, that an SPC shall increase the costs or expenses or otherwise increase or change the obligations of not be entitled to receive any Borrower under this Agreement (including its obligations greater payment under Section 2.13)3.01 or 3.04 than the applicable Granting Lender would have been entitled to receive with respect to the SPC granted to such SPC, (Bii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, ; and (Ciii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of an Advance a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance Loan were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (1i) with notice to, but without prior consent of, the Borrowers Borrower and the Administrative Agent and with the payment of a processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion), assign all or any portion of its right to receive payment with respect to any Advance Loan to the related Granting Lender Lender; and (2ii) disclose on a confidential basis any non-public information relating to its funding of Advances Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee Guarantee or credit or liquidity enhancement to such SPC.

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “"Granting Lender”") may grant to a special purpose funding vehicle organized for the specific purpose of making or acquiring participations or investing in loans of the type made pursuant to this Agreement (a "SPC"), correctly identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers (an “SPC”) Borrower, the option to provide to the Borrower all or any part of any Advance Extension of Credit that such Granting Lender would otherwise be obligated to make to the Borrower pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund make any Advance, Extension of Credit and (ii) if an SPC elects not to exercise such option or otherwise fails to make provide all or any part of such AdvanceExtension of Credit, the Granting Lender shall be obligated to make such Advance Extension of Credit pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.15(e). Each party hereto hereby agrees that (A) 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 Section 2.13), (B) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (C) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunderhereof. The making of an Advance Extension of Credit by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance Extension of Credit were made by such Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt indebtedness of any SPC, it will not institute against, or join any other Person person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, insolvency or liquidation proceeding proceedings under the laws of the United States or any State thereof. Notwithstanding In addition, notwithstanding anything to the contrary contained hereinin this clause, any SPC may (1i) with notice to, but without the prior written consent of, the Borrowers Borrower and the Administrative Agent and with the payment of a without paying any processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion)therefor, assign all or any a portion of its right to receive payment with respect to interest in any Advance Extension of Credit to the Granting Lender or to any financial institution (consented to by the Borrower and Administrative Agent) providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Extensions of Credit and (2ii) disclose on a confidential basis any non-public information relating to its funding Extensions of Advances Credit to any rating agency, commercial paper dealer or provider of any surety or surety, guarantee or credit or liquidity enhancement to such SPC. This clause may not be amended without the written consent of each SPC.

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers Company (an “SPC”) the option to provide all or any part of any Advance Loan that such Granting Lender would otherwise be obligated to make pursuant to this Credit Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any AdvanceLoan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such AdvanceLoan, the Granting Lender shall be obligated to make such Advance Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.15(e2.12(b)(ii). Each party hereto hereby agrees that (Ai) 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 the Company under this Credit Agreement (including its obligations under Section 2.133.04), (Bii) no SPC shall be liable for any indemnity or similar payment obligation under this Credit Agreement for which a Lender would be liable, and (Ciii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of an Advance a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance Loan were made by such 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 payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (1i) with notice to, but without prior consent of, of the Borrowers Company and the Administrative Agent and with the payment of a processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion), assign all or any portion of its right to receive payment with respect to any Advance Loan to the Granting Lender and (2ii) disclose on a confidential basis any non-public information relating to its funding of Advances Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee Guarantee or credit or liquidity enhancement to such SPC.

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers Company (an “SPC”) the option to provide all or any part of any Advance Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any AdvanceLoan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such AdvanceLoan, the Granting Lender shall be obligated to make such Advance Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.15(e2.09(c)(ii). Each party hereto hereby agrees that (Ai) 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 the Company under this Agreement (including its obligations under Section 2.133.01 and Section 3.04), (Bii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (Ciii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of an Advance a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance Loan were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (1i) with notice to, but without prior consent of, of the Borrowers Company and the Administrative Agent and with the payment of a processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion), assign all or any portion of its right to receive payment with respect to any Advance Loan to the Granting Lender and (2ii) disclose on a confidential basis any non-public information relating to its funding of Advances Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee Guarantee or credit or liquidity enhancement to such SPC.

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers Borrower (an “SPC”) the option to provide all or any part of any Advance Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any AdvanceLoan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such AdvanceLoan, the Granting Lender shall be obligated to make such Advance Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.15(e2.13(b)(ii). Each party hereto hereby agrees that (Ai) 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 the Borrower under this Agreement (including its obligations under Section 2.133.04), (Bii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (Ciii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of an Advance a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance Loan were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (1i) with notice to, but without prior consent of, of the Borrowers Borrower and the Administrative Agent and with the payment of a processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion), assign all or any portion of its right to receive payment with respect to any Advance Loan to the Granting Lender and (2ii) disclose on a confidential basis any non-public information relating to its funding of Advances Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee Guarantee or credit or liquidity enhancement to such SPC.

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers Borrower (an “SPC”) the option to provide all or any part of any Advance Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any AdvanceLoan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such AdvanceLoan, the Granting Lender shall be obligated to make such Advance Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.15(e2.12(b)(ii). Each party hereto hereby agrees that (Ai) 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 the Borrower under this Agreement (including its obligations under Section 2.133.04), (Bii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (Ciii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of an Advance a Loan by an SPC hereunder shall utilize the applicable Commitment of the Granting Lender to the same extent, and as if, such Advance Loan were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (1i) with notice to, but without prior consent of, of the Borrowers Borrower and the Administrative Agent and with the payment of a without paying any processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion)therefor, assign all or any portion of its right to receive payment with respect to any Advance Loan to the Granting Lender and (2ii) disclose on a confidential basis any non-public information relating to its funding of Advances Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee Guarantee or credit or liquidity enhancement to such SPC.

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers Borrower (an “SPC”) the option to provide all or any part of any Advance Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any AdvanceLoan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such AdvanceLoan, the Granting Lender shall be obligated to make such Advance Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.15(e2.12(c)(ii). Each Granting Lender shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each SPC to which it grants an option pursuant to this Section 10.06(h) and the principal amounts (and stated interest) of any Loan or portion thereof provided to the Borrower by such SPC (the “SPC Register”); provided that no Lender shall have any obligation to disclose all or any portion of the SPC Register (including the identity of any SPC or any information relating to a SPC’s interest in any Commitments, Loans, Letters of Credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such Commitment, Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the SPC Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the SPC Register as the owner of the relevant interest for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining any SPC Register. Each party hereto hereby agrees that (Ai) 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 the Borrower under this Agreement (including its obligations under Section 2.133.04), (Bii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (Ciii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of an Advance a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance Loan were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (1i) with notice to, but without prior consent of, of the Borrowers Borrower and the Administrative Agent and with the payment of a processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion), assign all or any portion of its right to receive payment with respect to any Advance Loan to the Granting Lender and (2ii) disclose on a confidential basis any non-public information relating to its funding of Advances Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee Guarantee or credit or liquidity enhancement to such SPC.

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers Borrower (an “SPC”) the option to provide all or any part of any Advance Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any AdvanceLoan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such AdvanceLoan, the Granting Lender shall be obligated to make such Advance Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.15(e2.13(b)(ii). Each party hereto hereby agrees that (Ai) 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 the Borrower under this Agreement (including its obligations under Section 2.134.04), (Bii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (Ciii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of an Advance a Loan by an SPC hereunder shall utilize the Revolving Credit Commitment or commitment to make an applicable Term Loan of the Granting Lender to the same extent, and as if, such Advance Loan were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination occurrence of this Agreementthe Facility Termination Date) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (1i) with notice to, but without prior consent of, of the Borrowers Borrower and the Administrative Agent and with the payment of a processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion)2,500, assign all or any portion of its right to receive payment with respect to any Advance Loan to the Granting Lender and (2ii) disclose on a confidential basis any non-public information relating to its funding of Advances Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee Guarantee or credit or liquidity enhancement to such SPC.

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers Borrower (an “SPC”) the option to provide all or any part of any Advance Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any AdvanceLoan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such AdvanceLoan, the Granting Lender shall be obligated to make such Advance Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.15(e)hereof. Each party hereto hereby agrees that (A) 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 the Borrower under this Agreement (including its obligations under Section 2.13Sections 3.01, 3.04 and 3.05), (B) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (C) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of an Advance a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance Loan were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (1) with notice to, but without prior consent of, of the Borrowers Borrower and the Administrative Agent and with the payment of a processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion), assign all or any portion of its right to receive payment with respect to any Advance Loan to the Granting Lender and (2) disclose on a confidential basis any non-public information relating to its funding of Advances Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee Guarantee or credit or liquidity enhancement to such SPC.

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers Borrower (an “SPC”) the option to provide all or any part of any Advance Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any AdvanceLoan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such AdvanceLoan, the Granting Lender shall be obligated to make such Advance Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.15(e2.12(b)(ii). Each party hereto hereby agrees that (Ai) 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 the Borrower under this Agreement (including its obligations under Section 2.133.04), (Bii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (Ciii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of an Advance a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance Loan were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (1i) with notice to, but without prior consent of, of the Borrowers Borrower and the Administrative Agent and with the payment of a processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion)2,500, assign all or any portion of its right to receive payment with respect to any Advance Loan to the Granting Lender and (2ii) disclose on a confidential basis any non-public information relating to its funding of Advances Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee Guarantee or credit or liquidity enhancement to such SPC.

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers Borrower (an “SPC”) the option to provide all or any part of any Advance Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any AdvanceLoan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such AdvanceLoan, the Granting Lender shall be obligated to make such Advance Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.15(e2.11(b)(ii). Each party hereto hereby agrees that (Ai) 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 the Borrower under this Agreement (including its obligations under Section 2.133.04), (Bii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (Ciii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of an Advance a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance Loan were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (1i) with notice to, but without prior consent of, of the Borrowers Borrower and the Administrative Agent and with the payment of a processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion), assign all or any portion of its right to receive payment with respect to any Advance Loan to the Granting Lender and (2ii) disclose on a confidential basis any non-public information relating to its funding of Advances Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee Guarantee or credit or liquidity enhancement to such SPC.

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (an “SPC”), identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers (an “SPC”) Company, the option to provide to Company all or any part of any Advance Loan that such Granting Lender would otherwise be obligated to make to Company pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund make any AdvanceLoan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make provide all or any part of such AdvanceLoan, the Granting Lender shall be obligated to make such Advance Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to hereof. Nothing in this clause (iv) shall relieve the Administrative Agent as is required under Section 2.15(e). Each party hereto hereby agrees that (A) 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 Granting Lender from its obligations under Section 2.13), (B) no SPC shall be liable for the Loan Documents except to the extent any indemnity or similar payment such obligation under this Agreement for which a Lender would be liable, and (C) is fully performed by the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunderSPC. The making of an Advance a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance Loan were made by such Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt indebtedness of any SPC, it will not institute against, or join any other Person person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, insolvency or liquidation proceeding proceedings under the laws of the United States or any State state thereof. Notwithstanding In addition, notwithstanding anything to the contrary contained hereinin this subsection 10.1B(iv), any SPC may (1i) with notice to, but without the prior written consent of, the Borrowers Company and the Administrative Agent and with the payment of a without paying any processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion)therefor, assign all or any a portion of its right to receive payment with respect to interests in any Advance Loans to the Granting Lender or to any financial institutions (consented to by Company and Administrative Agent) providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Loans and (2ii) disclose on a confidential basis any non-public information relating to its funding of Advances Loans to any rating agency, commercial paper dealer or provider of any surety or surety, guarantee or credit or liquidity enhancement to such SPC. Company agrees that each SPC shall be entitled to the benefits of subsection 2.7 (subject to the requirements and limitations of that subsection) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection 10.1B. A SPC shall not be entitled to receive any greater payment under subsection 2.7 than the applicable Lender would have been entitled to receive with respect to the interest granted to such SPC unless the grant of the interest to such SPC is made with Company’s prior written consent or the right to a greater payment results from a change in law after the SPC acquires its interest. This subsection 10.1B(iv) may not be amended without the written consent of the SPC.

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers Company (an “SPCSPV”) the option to provide all or any part of any Advance Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC SPV to fund any AdvanceLoan, and (ii) if an SPC SPV elects not to exercise such option or otherwise fails to make all or any part of such AdvanceLoan, the Granting Lender shall be obligated to make such Advance Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.15(e2.15(d). Each party hereto hereby agrees that (Ai) neither the grant to any SPC SPV nor the exercise by any SPC SPV of such option shall increase the costs or expenses or otherwise increase or change the obligations of any Borrower the Borrowers under this Agreement (including its obligations under Section 2.132.12), (Bii) no SPC SPV shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (Ciii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of an Advance a Loan by an SPC SPV hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance Loan were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPCSPV, it will not institute against, or join any other Person in instituting against, such SPC SPV any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC SPV may (1i) with notice to, but without prior consent of, of the Borrowers Company and the Administrative Agent and with the payment of a processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion), assign all or any portion of its right to receive payment with respect to any Advance Loan to the Granting Lender and (2ii) disclose on a confidential basis any non-public information relating to its funding of Advances Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee Guarantee or credit or liquidity enhancement to such SPCSPV. Each Granting Lender, acting solely for this purpose as a non-fiduciary agent of the Company, shall maintain a register on which it enters the name and address of each SPV and the principal amounts (and stated interest) of each SPV’s interest in any Loan (the “SPV Register”); provided that no Lender shall have any obligation to disclose all or any portion of the SPV Register to any Person (including the identity of any SPV or any information relating to an SPV’s interest in any Loans except to the extent that such disclosure is necessary to establish that such Loan is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the SPV Register shall be conclusive, and such Granting Lender, the Company and the Administrative Agent shall treat each person whose name is recorded in the SPV Register pursuant to the terms hereof as the owner of the relevant Loan or portion thereof for all purposes of this Agreement, notwithstanding notice to the contrary.

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers Borrower (an “SPC”) the option to provide all or any part of any Advance Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any AdvanceLoan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such AdvanceLoan, the Granting Lender shall be obligated to make such Advance Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.15(e2.12(b)(i). Subject to the provisions of this subsection (g), the Loan Parties agree that each SPC shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 (subject to the requirements and limitations of those Sections) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section 10.06. Each party hereto hereby agrees that (Ai) 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 the Borrower under this Agreement (including its obligations under Section 2.13)3.04) except to the extent the increase or change results from a Change in Law arising after the option is granted, (Bii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (Ciii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of an Advance a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance Loan were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (1i) with notice to, but without prior consent of, of the Borrowers Borrower and the Administrative Agent and with the payment of a processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion)Agent, assign all or any portion of its right to receive payment with respect to any Advance Loan to the Granting Lender and (2ii) disclose on a confidential basis any non-public information relating to its funding of Advances Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee guaranty or credit or liquidity enhancement to such SPC.

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers Borrower (an “SPC”) the option to provide all or any part of any Advance that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any Advance, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such Advance, the Granting Lender shall be obligated to make such Advance pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.15(e2.12(e). Each party hereto hereby agrees that (A) 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 the Borrower under this Agreement (including its obligations under Section 2.132.10), (B) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (C) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of an Advance by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (1) with notice to, but without prior consent of, the Borrowers Borrower and the Administrative Agent and with the payment of a processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion), assign all or any portion of its right to receive payment with respect to any Advance to the Granting Lender and (2) disclose on a confidential basis any non-public information relating to its funding of Advances to any rating agency, commercial paper dealer or provider of any surety or guarantee or credit or liquidity enhancement to such SPC.

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (an “SPC”), identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers (an “SPC”) Borrower, the option to provide to the Borrower all or any part of any Advance Loan that such Granting Lender would otherwise be obligated to make to the Borrower pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund make any AdvanceLoan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make provide all or any part of such AdvanceLoan, the Granting Lender shall be obligated to make such Advance Loan pursuant to the terms hereof or, if it fails and (iii) in no event may any Lender grant any option to do so, provide to the Borrower all or any part of any Loan that such Granting Lender would have otherwise been obligated to make such payment to the Administrative Agent Borrower pursuant to this Agreement to any Disqualified Institution. The making of any Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as is required under Section 2.15(e)if, such Loan were made by such Granting Lender. Each party hereto hereby agrees that (A) 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 the Borrower under this Agreement (including its obligations under Section 2.13Sections 2.18(c), 2.19 and 2.20) and no SPC shall be entitled to any greater amount under Sections 2.18(c), 2.19 and 2.20 or any other provision of this Agreement or any other Credit Document than the Granting Lender would have been entitled to receive, unless the grant to such SPC is made with the prior written consent of the Borrower expressly acknowledging that such SPC’s entitlement to benefits under Sections 2.18(c), 2.19 and 2.20 is not limited to what the Granting Lender would have been entitled to receive absent the grant to the SPC, and except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the grant to the SPC, (B) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which a Lender would be liable, shall remain with the Granting Lender) and (C) the Granting Lender shall for all purposes, purposes including the approval of any amendment, waiver or other modification of any provision of any Loan Documentthe Credit Documents, remain the lender Lender of record hereunder. The making of an Advance by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt indebtedness of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, insolvency or liquidation proceedings under applicable law; provided that (x) such SPC’s Granting Lender is in compliance in all material respects with its obligations to the Borrower hereunder and (y) each Lender designating any SPC hereby agrees to indemnify, save and hold harmless each other party hereto for any loss, cost, damage or expense arising out of its inability to institute such a proceeding under the laws against such SPC during such period of the United States or any State thereofforbearance. Notwithstanding In addition, notwithstanding anything to the contrary contained hereinin this Section 10.6, any SPC may (1) with notice to, but without the prior written consent of, the Borrowers and Borrower or the Administrative Agent and with the payment of a without paying any processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion)therefor, assign all or any a portion of its right to receive payment with respect to interests in any Advance Loan to the Granting Lender and (2) disclose on a confidential basis any non-public information relating to its funding of Advances Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee surety, guaranty or credit or liquidity enhancement to such SPC.

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers Borrower (an “SPC”) the option to provide all or any part of any Advance Loan that such Granting Lender would otherwise be obligated to make pursuant to this Credit Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any AdvanceLoan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such AdvanceLoan, the Granting Lender shall be obligated to make such Advance Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.15(e)hereof. Each party hereto hereby agrees that (Ai) 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 the Borrower under this Credit Agreement (including its obligations under Section 2.133.9, 3.12, 3.13 and 3.14), (Bii) no SPC shall be liable for any indemnity or similar payment obligation under this Credit Agreement for which a Lender would be liable, and (Ciii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Credit Document, remain the lender of record hereunder. The making of an Advance a Committed Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance Loan were made by such 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 payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (1A) with notice to, but without prior consent of, of the Borrowers Borrower and the Administrative Agent and with the payment of a processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion)2,500, assign all or any portion of its right to receive payment with respect to any Advance Loan to the Granting Lender and (2B) disclose on a confidential basis any non-public information relating to its funding of Advances Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee or credit or liquidity enhancement to such SPC.

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, so long as any action in accordance with this Section 9.6(f) does not cause increased costs or expenses for the Borrower, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers (an “SPC”) the option to provide fund all or any part of any Advance Loan that such Granting Lender would otherwise be obligated to make fund pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any AdvanceLoan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make fund all or any part of such AdvanceLoan, the Granting Lender shall be obligated to make fund such Advance Loan pursuant to the terms hereof orhereof, if it fails (iii) no SPC shall have any voting rights pursuant to do soSection 9.3 and (iv) with respect to notices, payments and other matters hereunder, the Borrower, the Agent and the Lenders shall not be obligated to make deal with an SPC, but may limit their communications and other dealings relevant to such payment SPC to the Administrative Agent applicable Granting Lender. The funding of a Loan by an SPC hereunder shall utilize the Revolving Commitment of the Granting Lender to the same extent that, and as is required under Section 2.15(e)if, such Loan were funded by such Granting Lender. Each party hereto hereby agrees that (A) 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 Section 2.13), (B) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would otherwise be liableliable for so long as, and (C) to the extent, the Granting Lender shall for all purposes, including the approval of any amendment, waiver provides such indemnity or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of an Advance by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, makes such Advance were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereofpayment. Notwithstanding anything to the contrary contained hereinin this Agreement, any SPC may (1) with notice to, but without prior consent of, the Borrowers and the Administrative Agent and with the payment of a processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion), assign all or any portion of its right to receive payment with respect to any Advance to the Granting Lender and (2) disclose on a confidential basis any non-public information relating to its funding of Advances Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee or credit or liquidity enhancement to such SPCSPC so long as such disclosure is clearly designated as being made on a confidential basis. This Section 9.6(f) 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 SPC at the time of such amendment.

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers Company (an “SPC”) the option to provide all or any part of any Advance Loan that such Granting Lender would otherwise be obligated to make pursuant to this Credit Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any AdvanceLoan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such AdvanceLoan, the Granting Lender shall be obligated to make such Advance Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.15(e2.12(b)(ii). Each party hereto hereby agrees that (Ai) 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 the Company under this Credit Agreement (including its obligations under Section 2.133.04), (Bii) no SPC shall be liable for any indemnity or similar payment obligation under this Credit Agreement for which a Lender would be liable, and (Ciii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of an Advance a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance Loan were made by such 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 payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (1i) with notice to, but without prior consent of, of the Borrowers Company and the Administrative Agent and with the payment of a processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion), assign all or any portion of its right to receive payment with respect to any Advance Loan to the Granting Lender and (2ii) disclose on a confidential basis any non-public information relating to its funding of Advances Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee Guarantee or credit or liquidity enhancement to such SPC.

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers Company (an “SPC”) the option to provide all or any part of any Advance Loan that such Granting Lender would otherwise be obligated to make pursuant to this Credit Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any AdvanceLoan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such AdvanceLoan, the Granting Lender shall be obligated to make such Advance Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.15(e2.11(b)(ii). Each party hereto hereby agrees that (Ai) 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 the Company under this Credit Agreement (including its obligations under Section 2.133.04), (Bii) no SPC shall be liable for any indemnity or similar payment obligation under this Credit Agreement for which a Lender would be liable, and (Ciii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of an Advance a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance Loan were made by such 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 payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (1i) with notice to, but without prior consent of, of the Borrowers Company and the Administrative Agent and with the payment of a processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion)2,500, assign all or any portion of its right to receive payment with respect to any Advance Loan to the Granting Lender and (2ii) disclose on a confidential basis any non-public information relating to its funding of Advances Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee Guarantee or credit or liquidity enhancement to such SPC.

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers (an “SPC”) the option to provide all or any part of any Advance Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any AdvanceLoan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such AdvanceLoan, the Granting Lender shall be obligated to make such Advance Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.15(e2.12(b)(ii). Each party hereto hereby agrees that (A) 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 the Borrowers under this Agreement (including its obligations under Section 2.133.04), (B) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (C) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of an Advance a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance Loan were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (1) with notice to, but without prior consent of, of the Borrowers and the Administrative Agent and with the payment of a processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion)2,500, assign all or any portion of its right to receive payment with respect to any Advance Loan to the Granting Lender and (2) disclose on a confidential basis any non-public information relating to its funding of Advances Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee Guarantee or credit or liquidity enhancement to such SPC.

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers Company (an “SPC”) the option to provide all or any part of any Advance Committed Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any AdvanceCommitted Loan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such AdvanceCommitted Loan, the Granting Lender shall be obligated to make such Advance Committed Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.15(e2.13(b)(ii). Each party hereto hereby agrees that (Ai) 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 the Borrowers under this Agreement (including its obligations under Section 2.133.04), (Bii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liableliable (it being understood that the Granting Lender shall remain liable for such amounts), and (Ciii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of an Advance a Committed Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance Committed Loan were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (1i) with notice to, but without prior consent of, of the Borrowers Company and the Administrative Agent and with the payment of a without paying any processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion)therefor, assign all or any portion of its right to receive payment with respect to any Advance Committed Loan to the Granting Lender and (2ii) disclose on a confidential basis any non-public information relating to its funding of Advances Committed Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee or credit or liquidity enhancement to such SPC.

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers Company (an “SPC”) the option to provide all or any part of any Advance Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any AdvanceLoan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such AdvanceLoan, the Granting Lender shall be obligated to make such Advance Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.15(e2.12(b)(ii). Each party hereto hereby agrees that (Ai) 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 the Borrowers under this Agreement (including its obligations under Section 2.133.04), (Bii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (Ciii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of an Advance a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance Loan were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (1i) with notice to, but without prior consent of, of the Borrowers Company and the Administrative Agent and with the payment of a processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion), assign all or any portion of its right to receive payment with respect to any Advance Loan to the Granting Lender and (2ii) disclose on a confidential basis any non-public information relating to its funding of Advances Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee Guarantee or credit or liquidity enhancement to such SPC.

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers Borrower (an “SPC”) the option to provide all or any part of any Advance Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) an SPC shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 (subject to the requirements and limitations therein, including the requirement to provide any applicable forms under Section 3.01) but only to the same extent as the applicable Granting Lender, (ii) nothing herein shall constitute a commitment by any SPC to fund any AdvanceLoan, and (iiiii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such AdvanceLoan, the Granting Lender shall be obligated to make such Advance Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.15(e2.12(b)(ii). Each party hereto hereby agrees that (Ai) 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 the Borrower under this Agreement (including its obligations under Section 2.133.04) unless such grant was made with prior written consent of the Borrower (such consent not to be unreasonably withheld or delayed), (Biii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liableliable (all liability for which shall remain with the Granting Lender), and (Civ) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of an Advance a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance Loan were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (1i) with notice to, but without prior consent of, of the Borrowers Borrower and the Administrative Agent and with the payment of a processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion)Agent, assign all or any portion of its right to receive payment with respect to any Advance Loan to the Granting Lender and (2ii) disclose on a confidential basis any non-public information relating to its funding of Advances Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee Guarantee or credit or liquidity enhancement to such SPC.

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers Borrower (an “SPC”) the option to provide all or any part of any Advance Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any AdvanceLoan, and (ii) if an a SPC elects not to exercise such option or otherwise fails to make all or any part of such AdvanceLoan, the Granting Lender shall be obligated to make such Advance Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.15(e2.11(b)(i). Each party hereto hereby agrees that (A) 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 Section 2.13), (B) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (C) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Credit Document, remain the lender of record hereunder. The making of an Advance a Loan by an a SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance Loan were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one (1) year and one (1) day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (1i) with notice to, but without prior consent of, of the Borrowers Borrower and the Administrative Agent and with the payment of a processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion)2,500, assign all or any portion of its right to receive payment with respect to any Advance Loan to the Granting Lender and (2ii) disclose on a confidential basis any non-public information relating to its funding of Advances Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee or credit or liquidity enhancement to such SPC. Each SPC (i) shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 (subject to the requirements and limitations of such Sections) to the same extent as if it were a Granting Lender and had acquired its interest by assignment pursuant to Section 11.06(b) (it being understood that the documentation required under Section 3.01(e) shall be delivered solely to the Granting Lender) and (ii) shall be subject to Sections 3.06 and 11.13(a) to the same extent as if it were a Granting Lender and had acquired its interest by assignment pursuant to Section 11.06(b). No SPC shall be entitled to receive any greater payment under Section 3.01, 3.04 or 3.05 than the applicable Granting Lender would have been entitled to receive with respect to the interest granted to such SPC, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the applicable grant to the SPC.

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers Borrower (an “SPC”) the option to provide all or any part of any Advance Loan that such Granting Lender would otherwise be obligated to make pursuant to this Credit Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any AdvanceLoan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such AdvanceLoan, the Granting Lender shall be obligated to make such Advance Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.15(e)hereof. Each party hereto hereby agrees that (Ai) 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 the Borrower under this Credit Agreement (including its obligations under Section 2.133.9, 3.12, 3.13 and 3.14), (Bii) no SPC shall be liable for any indemnity or similar payment obligation under this Credit Agreement for which a Lender would be liable, and (Ciii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Credit Document, remain the lender of record hereunder. The making of an Advance a Committed Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance Loan were made by such 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 payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (1A) with notice to, but without prior consent of, of the Borrowers Borrower and the Administrative Agent and with the payment of a processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion)2,500, assign all or any portion of its right to receive payment with respect to any Advance Loan to the Granting Lender and (2B) disclose on a confidential basis any non-public non‑public information relating to its funding of Advances Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee or credit or liquidity enhancement to such SPC.

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers Borrower (an “SPC”) the option to provide all or any part of any Advance Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any AdvanceLoan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such AdvanceLoan, the Granting Lender shall be obligated to make such Advance Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.15(e2.09(b)(ii). Each party hereto hereby agrees that (Ai) 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 the Borrower under this Agreement (including its obligations under Section 2.133.04), (Bii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (Ciii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of an Advance a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance Loan were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (1i) with notice to, but without prior consent of, of the Borrowers Borrower and the Administrative Agent and with the payment of a processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion)Agent, assign all or any portion of its right to receive payment with respect to any Advance Loan to the Granting Lender and (2ii) disclose on a confidential basis any non-public information relating to its funding of Advances Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee or credit or liquidity enhancement to such SPC.

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers Borrower (an “SPC”) the option to provide all or any part of any Advance Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any AdvanceLoan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such AdvanceLoan, the Granting Lender shall be obligated to make such Advance Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.15(e2.10(b)(ii). Each party hereto hereby agrees that (Ai) 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 the Borrower under this Agreement (including its obligations under Section 2.133.01 or 3.04), (Bii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (Ciii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of an Advance a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance Loan were made by such Granting Lender. In furtherance of the foregoing, each Lender party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (1i) with notice to, but without prior consent of, the Borrowers Borrower and the Administrative Agent and with the payment of a processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion)2,500, assign all or any portion of its right to receive payment with respect to any Advance Loan to the Granting Lender and (2ii) disclose on a confidential basis in accordance with Section 10.07 any non-public information relating to its funding of Advances Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee or credit or liquidity enhancement to such SPC.

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers Borrower (an “SPC”) the option to provide all or any part of any Advance Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any AdvanceLoan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such AdvanceLoan, the Granting Lender shall be obligated to make such Advance Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.15(e2.13(c)(ii). Each party hereto hereby agrees that (Ai) 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 the Borrower under this Agreement (including its obligations under Section 2.133.04), (Bii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (Ciii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of an Advance a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance Loan were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (1i) with notice to, but without prior consent of, of the Borrowers Borrower and the Administrative Agent and with the payment of a processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion), assign all or any portion of its right to receive payment with respect to any Advance Loan to the Granting Lender and (2ii) disclose on a confidential basis any non-public information relating to its funding of Advances Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee Guarantee or credit or liquidity enhancement to such SPC.

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, so long as any action in accordance with this Section 9.6(g) does not cause increased costs or expenses for the Borrower, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers (an “SPC”) the option to provide fund all or any part of any Advance Loan that such Granting Lender would otherwise be obligated to make fund pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any AdvanceLoan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make fund all or any part of such AdvanceLoan, the Granting Lender shall be obligated to make fund such Advance Loan pursuant to the terms hereof orhereof, if it fails (iii) no SPC shall have any voting rights pursuant to do soSection 9.3 and (iv) with respect to notices, payments and other matters hereunder, the Borrower, the Agent and the Lenders shall not be obligated to make deal with an SPC, but may limit their communications and other dealings relevant to such payment SPC to the Administrative Agent applicable Granting Lender. The funding of a Loan by an SPC hereunder shall utilize the Revolving Commitment of the Granting Lender to the same extent that, and as is required under Section 2.15(e)if, such Loan were funded by such Granting Lender. Each party hereto hereby agrees that (A) 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 Section 2.13), (B) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would otherwise be liableliable for so long as, and (C) to the extent, the Granting Lender shall for all purposes, including the approval of any amendment, waiver provides such indemnity or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of an Advance by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, makes such Advance were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereofpayment. Notwithstanding anything to the contrary contained hereinin this Agreement, any SPC may (1) with notice to, but without prior consent of, the Borrowers and the Administrative Agent and with the payment of a processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion), assign all or any portion of its right to receive payment with respect to any Advance to the Granting Lender and (2) disclose on a confidential basis any non-public information relating to its funding of Advances Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee or credit or liquidity enhancement to such SPCSPC so long as such disclosure is clearly designated as being made on a confidential basis. This Section 9.6(g) 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 SPC at the time of such amendment.

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (a “SPC”), identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers (an “SPC”) Company, the option to provide to Company all or any part of any Advance Loan that such Granting Lender would otherwise be obligated to make to Company pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund make any AdvanceLoan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make provide all or any part of such AdvanceLoan, the Granting Lender shall be obligated to make such Advance Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.15(e). Each party hereto hereby agrees that (A) 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 Section 2.13), (B) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (C) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunderhereof. The making of an Advance a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance Loan were made by such Granting Lender. Each party hereto hereby agrees that (i) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Lender) and (ii) Granting Lender’s rights and obligations, and the rights and obligations of the Loan Parties and the other Lenders towards such Granting Lender, under any Loan Document shall remain unchanged and each other party hereto shall continue to deal solely with such Granting Lender, which shall remain the holder of the Obligations in the Register. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt indebtedness of any SPC, it will not institute against, or join any other Person person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, insolvency or liquidation proceeding proceedings under the laws of the United States or any State state thereof. Notwithstanding In addition, notwithstanding anything to the contrary contained hereinin this subsection 10.1B(iv), any SPC may (1i) with notice to, but without the prior written consent of, the Borrowers Company and the Administrative Agent and with the payment of a without paying any processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion)therefor, assign all or any a portion of its right to receive payment with respect to interests in any Advance Loans to the Granting Lender or to any financial institutions (consented to by Company and Administrative Agent) providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Loans and (2ii) disclose on a confidential basis any non-public information relating to its funding of Advances Loans to any rating agency, commercial paper dealer or provider of any surety or surety, guarantee or credit or liquidity enhancement to such SPC consistent with the terms of this Agreement. This subsection 10.1B(iv) may not be amended without the written consent of the SPC. Each Granting Lender shall, acting for this purpose as an agent of Company, maintain at one of its offices a register substantially similar to the Register for the recordation of the names and addresses of its assignees and the amount and terms of its assignments pursuant to this subsection 10.1(B)(iv) and no such assignment shall be effective until and unless it is recorded in such register.

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers Borrower (an “SPC”) the option to provide all or any part of any Advance Loan that such Granting Lender would otherwise be obligated to make pursuant to this Credit Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any AdvanceLoan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such AdvanceLoan, the Granting Lender shall be obligated to make such Advance Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.15(e)hereof. Each party hereto hereby agrees that (Ai) 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 the Borrower under this Agreement (including its obligations under Section 2.133.9, 3.12, 3.12 and 3.14), (Bii) no SPC shall be liable for any indemnity or similar payment obligation under this Credit Agreement for which a Lender would be liable, and (Ciii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Credit Document, remain the lender of record hereunder. The making of an Advance a Committed Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance Loan were made by such 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 payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (1A) with notice to, but without prior consent of, of the Borrowers Borrower and the Administrative Agent and with the payment of a processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion)2,500, assign all or any portion of its right to receive payment with respect to any Advance Loan to the Granting Lender and (2B) disclose on a confidential basis any non-public information relating to its funding of Advances Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee or credit or liquidity enhancement to such SPC.

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers Borrower (an “SPC”) the option to provide all or any part of any Advance Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any AdvanceLoan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such AdvanceLoan, the Granting Lender shall be obligated to make such Advance Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.15(e)hereof. Each party hereto hereby agrees that (Ai) 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 the Borrower under this Agreement (including its obligations under Section 2.133.04), (Bii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (Ciii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of an Advance a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance Loan were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (1i) with notice to, but without prior consent of, of the Borrowers Borrower and the Administrative Agent and with the payment of a without paying any processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion)therefor, assign all or any portion of its right to receive payment with respect to any Advance Loan to the Granting Lender and (2ii) disclose on a confidential basis any non-public information relating to its funding of Advances Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee Guarantee or credit or liquidity enhancement to such SPC.

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers Lead Borrower (an “SPC”) the option to provide all or any part of any Advance Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any AdvanceLoan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such AdvanceLoan, the Granting Lender shall be obligated to make such Advance Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.15(e2.12(b)(i). Subject to the provisions of this subsection (g), the Loan Parties agree that each SPC shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 (subject to the requirements and limitations of those sections) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section. Each party hereto hereby agrees that (Ai) 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 the Borrowers under this Agreement (including its obligations under Section 2.133.04), (Bii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (Ciii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of an Advance a Loan by an SPC hereunder shall utilize the Revolving Credit Commitment of the Granting Lender to the same extent, and as if, such Advance Loan were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (1i) with notice to, but without prior consent of, of the Borrowers Lead Borrower and the Administrative Agent and with the payment of a processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion)Agent, assign all or any portion of its right to receive payment with respect to any Advance Loan to the Granting Lender and (2ii) disclose on a confidential basis any non-public information relating to its funding of Advances Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee guaranty or credit or liquidity enhancement to such SPC.

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers Borrower (an “SPC”) the option to provide all or any part of any Advance Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any AdvanceLoan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such AdvanceLoan, the Granting Lender shall be obligated to make such Advance Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.15(e2.11(b). Each party hereto hereby agrees that (Ai) 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 the Borrower under this Agreement (including its obligations under Section 2.133.04), (Bii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (Ciii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of an Advance a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance Loan were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (1i) with notice to, but without prior consent of, of the Borrowers Borrower and the Administrative Agent and with the payment of a processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion), assign all or any portion of its right to receive payment with respect to any Advance Loan to the Granting Lender and (2ii) disclose on a confidential basis any non-public information relating to its funding of Advances Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee Guarantee or credit or liquidity enhancement to such SPC.

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (an “SPC”), identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers (an “SPC”) Company, the option to provide to Company all or any part of any Advance Loan that such Granting Lender would otherwise be obligated to make to Company pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund make any AdvanceLoan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make provide all or any part of such AdvanceLoan, the Granting Lender shall be obligated to make such Advance Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.15(e). Each party hereto hereby agrees that (A) 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 Section 2.13), (B) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (C) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunderhereof. The making of an Advance a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance Loan were made by such Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt indebtedness of any SPC, it will not institute against, or join any other Person person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, insolvency or liquidation proceeding proceedings under the laws of the United States or any State state thereof. Notwithstanding In addition, notwithstanding anything to the contrary contained hereinin this subsection 10.1B(iv), any SPC may (1i) with notice to, but without the prior written consent of, the Borrowers Company and the Administrative Agent and with the payment of a without paying any processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion)therefor, assign all or any a portion of its right to receive payment with respect to interests in any Advance Loans to the Granting Lender or to any financial institutions (consented to by Company and Administrative Agent) providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Loans and (2ii) disclose on a confidential basis any non-public information relating to its funding of Advances Loans to any rating agency, commercial paper dealer or provider of any surety or surety, guarantee or credit or liquidity enhancement to such SPC. This subsection 10.1B(iv) may not be amended without the written consent of the SPC.

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (an “SPC”), identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers (an “SPC”) Company, the option to provide to Company all or any part of any Advance Loan that such Granting Lender would otherwise be obligated to make to Company pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund make any AdvanceLoan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make provide all or any part of such AdvanceLoan, the Granting Lender shall be obligated to make such Advance Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to hereof. Nothing in this clause (iv) shall relieve the Administrative Agent as is required under Section 2.15(e). Each party hereto hereby agrees that (A) 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 Granting Lender from its obligations under Section 2.13), (B) no SPC shall be liable for the Loan Documents except to the extent any indemnity or similar payment such obligation under this Agreement for which a Lender would be liable, and (C) is fully performed by the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunderSPC. The making of an Advance a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance Loan were made by such Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt indebtedness of any SPC, it will not institute against, or join any other Person person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, insolvency or liquidation proceeding proceedings under the laws of the United States or any State state thereof. Notwithstanding In addition, notwithstanding anything to the contrary contained hereinin this subsection 10.1B(iii), any SPC may (1i) with notice to, but without the prior written consent of, the Borrowers Company and the Administrative Agent and with the payment of a without paying any processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion)therefor, assign all or any a portion of its right to receive payment with respect to interests in any Advance Loans to the Granting Lender or to any financial institutions (consented to by Company and Administrative Agent) providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Loans and (2ii) disclose on a confidential basis any non-public information relating to its funding of Advances Loans to any rating agency, commercial paper dealer or provider of any surety or surety, guarantee or credit or liquidity enhancement to such SPC. Company agrees that each SPC shall be entitled to the benefits of subsection 2.7 (subject to the requirements and limitations of that subsection) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to this subsection 10.1B. A SPC shall not be entitled to receive any greater payment under subsection 2.7 than the applicable Lender would have been entitled to receive with respect to the interest granted to such SPC unless the grant of the interest to such SPC is made with Company’s prior written consent. This subsection 10.1B(iii) may not be amended without the written consent of the SPC.

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (an “SPC”), identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers (an “SPC”) Company, the option to provide to Company all or any part of any Advance Loan that such Granting Lender would otherwise be obligated to make to Company pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund make any AdvanceLoan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make provide all or any part of such AdvanceLoan, the Granting Lender shall be obligated to make such Advance Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.15(e). Each party hereto hereby agrees that (A) 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 Section 2.13), (B) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (C) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunderhereof. The making of an Advance a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance Loan were made by such Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt indebtedness of any SPC, it will not institute against, or join any other Person person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, insolvency or liquidation proceeding proceedings under the laws of the United States or any State state thereof. Notwithstanding In addition, notwithstanding anything to the contrary contained hereinin this subsection 10.1B(iv), any SPC may (1i) with notice to, but without the prior written consent of, the Borrowers Company and the Administrative Agent and with the payment of a without paying any processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion)therefor, assign all or any a portion of its right to receive payment with respect to interests in any Advance Loans to the Granting Lender or to any financial institutions (consented to by Company and Administrative Agent) providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Loans and (2ii) disclose on a confidential basis any non-public information relating to its funding of Advances Loans to any rating agency, commercial paper dealer or provider of any surety or surety, guarantee or credit or liquidity enhancement to such SPC. This subsection 10.1B(iv) may not be amended without the written consent of the SPC. An SPC shall not be entitled to the benefits of subsection 2.7 unless it complies with subsection 2.7B(iii) as though it were a Lender.

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers Borrower (an “SPC”) the option to provide all or any part of any Advance Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any Advance, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such Advance, the Granting Lender shall be obligated to make such Advance pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.15(e). Each party hereto hereby agrees that (Ai) 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 the Borrower under this Agreement (including its obligations under Section 2.13)3.01 and 3.04) except to the extent the entitlement to a greater payment under Section 3.01 or 3.04 results from a Change in Law after the Participant became a Participant, (Bii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (Ciii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of an Advance by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance were made by such Granting Lender. In furtherance of the foregoing, each Each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (1i) with notice to, but without prior consent of, of the Borrowers Borrower and the Administrative Agent and with the payment of a processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion), assign all or any portion of its right to receive payment with respect to any Advance Loan to the Granting Lender and (2ii) subject to Section 10.07, disclose on a confidential basis any non-public information relating to its funding of Advances Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee Guarantee or credit or liquidity enhancement to such SPC.

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers Borrower (an “SPC”) the option to provide all or any part of any Advance Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any AdvanceLoan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such AdvanceLoan, the Granting Lender shall be obligated to make such Advance Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.15(e2.12(b)(ii). Each party hereto hereby agrees that (Ai) 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 the Borrower under this Agreement (including its obligations under Section 2.133.04), (Bii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (Ciii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of an Advance a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance Loan were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (1i) with notice to, but without prior consent of, of the Borrowers Borrower and the Administrative Agent and with the payment of a processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion)2,500, assign all or any portion of its right to receive payment with respect to any Advance Loan to the Granting Lender and (2ii) disclose on a confidential basis any non-public information relating to its funding of Advances Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee or credit or liquidity enhancement to such SPC.

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers Borrower (an “SPC”) the option to provide all or any part of any Advance Loan that such Granting Lender would otherwise be obligated to make pursuant to this Credit Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any AdvanceLoan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such AdvanceLoan, the Granting Lender shall be obligated to make such Advance Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.15(e)hereof. Each party hereto hereby agrees that (Ai) 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 the Borrower under this Credit Agreement (including its obligations under Section 2.133.9 and 3.14), (Bii) no SPC shall be liable for any indemnity or similar payment obligation under this Credit Agreement for which a Lender would be liable, and (Ciii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Credit Document, remain the lender of record hereunder. The making of an Advance a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance Loan were made by such 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 payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (1A) with notice to, but without prior consent of, of the Borrowers Borrower and the Administrative Agent and with the payment of a processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion)2,500, assign all or any portion of its right to receive payment with respect to any Advance Loan to the Granting Lender and (2B) disclose on a confidential basis any non-public information relating to its funding of Advances Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee or credit or liquidity enhancement to such SPC. Notwithstanding any notice or consent requirement herein to the contrary, all the parties hereto hereby consent to any assignment by MUFG Union Bank, N.A. of its Commitments and Loans and L/C Issuer role to its affiliate MUFG Bank, Ltd., which will otherwise be documented in accordance with the terms hereof.

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers Lead Borrower (an “SPC”) the option to provide all or any part of any Advance Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any AdvanceLoan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such AdvanceLoan, the Granting Lender shall be obligated to make such Advance Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.15(e2.12(b)(i). Each party hereto hereby agrees that (Ai) 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 the Borrowers under this Agreement (including its obligations under Section 2.133.04), (Bii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (Ciii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of an Advance a Loan by an SPC hereunder shall utilize the Revolving Credit Commitment of the Granting Lender to the same extent, and as if, such Advance Loan were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (1i) with notice to, but without prior consent of, of the Borrowers Lead Borrower and the Administrative Agent and with the payment of a processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion)Agent, assign all or any portion of its right to receive payment with respect to any Advance Loan to the Granting Lender and (2ii) disclose on a confidential basis any non-public information relating to its funding of Advances Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee guaranty or credit or liquidity enhancement to such SPC.

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers Borrower (an “SPC”) the option to provide all or any part of any Advance Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any AdvanceLoan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such AdvanceLoan, the Granting Lender shall be obligated to make such Advance Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.15(e2.12(b)(ii). Each party hereto hereby agrees that (Ai) 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 the Borrower under this Agreement (including its obligations under Section 2.133.04), (Bii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (Ciii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of an Advance a Loan by an SPC hereunder shall utilize the Commitment Commitments of the Granting Lender to the same extent, and as if, such Advance Loan were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (1i) with notice to, but without prior consent of, of the Borrowers Borrower and the Administrative Agent and with the payment of a processing fee in the amount of $3,500 (which processing fee may be unless waived by the Administrative Agent in its sole discretionAgent), assign all or any portion of its right to receive payment with respect to any Advance Loan to the Granting Lender and (2ii) disclose on a confidential basis any non-public information relating to its funding of Advances Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee Guarantee or credit or liquidity enhancement to such SPC.

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers Borrower (an “SPC”) the option to provide all or any part of any Advance Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any AdvanceLoan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such AdvanceLoan, the Granting Lender shall be obligated to make such Advance Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.15(e2.12(b)(ii). Each party hereto hereby agrees that (Ai) 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 the Borrower under this Agreement (including its obligations under Section 2.133.04), (Bii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (Ciii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of an Advance a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance Loan were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (1i) with notice to, but without prior consent of, of the Borrowers Borrower and the Administrative Agent and with the payment of a processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion), assign all or any portion of its right to receive payment with respect to any Advance Loan to the Granting Lender and (2ii) disclose on a confidential basis any non-public information relating to its funding of Advances Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee Guarantee or credit or liquidity enhancement to such SPC.

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers Company (an “SPC”) the option to provide all or any part of any Advance Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any AdvanceLoan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such AdvanceLoan, the Granting Lender shall be obligated to make such Advance Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.15(e2.09(b). Each party hereto hereby agrees that (Ai) 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 the Company under this Agreement (including its obligations under Section 2.133.01 and Section 3.04), (Bii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (Ciii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of an Advance a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance Loan were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (1i) with notice to, but without prior consent of, of the Borrowers Company and the Administrative Agent and with the payment of a processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion), assign all or any portion of its right to receive payment with respect to any Advance Loan to the Granting Lender and (2ii) disclose on a confidential basis any non-public information relating to its funding of Advances Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee Guarantee or credit or liquidity enhancement to such SPC.

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers Borrower Agent (an “SPC”) the option to provide all or any part of any Advance Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any AdvanceLoan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such AdvanceLoan, the Granting Lender shall be obligated to make such Advance Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.15(e2.13(c)(ii). Each party hereto hereby agrees that (Ai) 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 the Borrowers under this Agreement (including its obligations under Section 2.134.04), (Bii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (Ciii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of an Advance a Loan by an SPC hereunder shall utilize the Revolving Credit Commitment of the Granting Lender to the same extent, and as if, such Advance Loan were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination occurrence of this Agreementthe Facility Termination Date) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (1i) with notice to, but without prior consent of, of the Borrowers Borrower Agent and the Administrative Agent and with the payment of a processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion)2,500, assign all or any portion of its right to receive payment with respect to any Advance Loan to the Granting Lender and (2ii) disclose on a confidential basis any non-public information relating to its funding of Advances Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee Guarantee or credit or liquidity enhancement to such SPC.

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “"Granting Lender”") may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers Borrower (an “SPC”"SPV") the option to provide all or any part of any Advance Loan that such Granting Lender would otherwise be obligated to make pursuant to this Credit Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC SPV to fund any AdvanceLoan, and (ii) if an SPC SPV elects not to exercise such option or otherwise fails to make all or any part of such AdvanceLoan, the Granting Lender shall be obligated to make such Advance Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.15(e)3.14. Each party hereto hereby agrees that (Ai) neither the grant to any SPC SPV nor the exercise by any SPC SPV of such option shall increase the costs or expenses or otherwise increase or change the obligations of any the Borrower under this Credit Agreement (including its obligations under Section 2.133.04), (Bii) no SPC SPV shall be liable for any indemnity or similar payment obligation under this Credit Agreement for which a Lender would be liable, and (Ciii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Credit Document, remain the lender of record hereunder. The making of an Advance a Loan by an SPC SPV hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance Loan were made by such 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 payment in full of all outstanding commercial paper or other senior debt of any SPCSPV, it will not institute against, or join any other Person in instituting against, such SPC SPV any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC SPV may (1i) with notice to, but without prior consent of, of the Borrowers Borrower and the Administrative Agent and with the payment of a processing fee in the amount of $3,500 2,500 (which processing fee may be unless waived by the Administrative Agent in its sole discretion), assign all or any portion of its right to receive payment with respect to any Advance Loan to the Granting Lender and (2ii) disclose on a confidential basis any non-public information relating to its funding of Advances Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee Guarantee or credit or liquidity enhancement to such SPCSPV.

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers (an “SPC”) the option to provide all or any part of any Advance Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any AdvanceLoan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such AdvanceLoan, the Granting Lender shall be obligated to make such Advance Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.15(e2.12(b)(ii). Each party hereto hereby agrees that (A) 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 the Borrowers under this Agreement (including its obligations under Section 2.133.04), (B) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (C) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of an Advance a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance Loan were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (1) with notice to, but without prior consent of, of the Borrowers and the Administrative Agent and with the payment of a processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion)3,500, assign all or any portion of its right to receive payment with respect to any Advance Loan to the Granting Lender and (2) disclose on a confidential basis any non-public information relating to its funding of Advances Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee Guarantee or credit or liquidity enhancement to such SPC.

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers Borrower (an “SPC”) the option to provide all or any part of any Advance Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any AdvanceLoan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such AdvanceLoan, the Granting Lender shall be obligated to make such Advance Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.15(e2.12(c). Each party hereto hereby agrees that (Ai) 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 the Borrower under this Agreement (including its obligations under Section 2.133.04), (Bii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (Ciii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of an Advance a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance Loan were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (1i) with notice to, but without prior consent of, of the Borrowers Borrower and the Administrative Agent and with the payment of a processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion), assign all or any portion of its right to receive payment with respect to any Advance Loan to the Granting Lender and (2ii) disclose on a confidential basis any non-public information relating to its funding of Advances Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee Guarantee or credit or liquidity enhancement to such SPC.

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers Company (an “SPC”) the option to provide all or any part of any Advance Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any AdvanceLoan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such AdvanceLoan, the Granting Lender shall be obligated to make such Advance Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.15(e2.12(b)(ii). Each party hereto hereby agrees that (Ai) 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 the Borrowers under this Agreement (including its obligations under Section 2.133.04), (Bii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (Ciii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of an Advance a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance Loan were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (1i) with notice to, but without prior consent of, of the Borrowers Company and the Administrative Agent and with the payment of a processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion)3,500, assign all or any portion of its right to receive payment with respect to any Advance Loan to the Granting Lender and (2ii) disclose on a confidential basis any non-public information relating to its funding of Advances Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee Guarantee or credit or liquidity enhancement to such SPC.

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers Borrower (an “SPC”) the option to provide all or any part of any Advance Loan that such Granting Lender would otherwise be is obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any AdvanceLoan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such AdvanceLoan, the Granting Lender shall be obligated to make such Advance Loan pursuant to the terms hereof orhereof; provided that nothing contained herein shall make any SPC a “Lender” for purposes of this Agreement, if it fails obligate the Borrower or any other Loan Party to do sodeal with such SPC directly, obligate the Borrower or any other Loan Party to make such payment any greater extent than they were obligated to the Administrative Agent as is required under Section 2.15(e)Granting Lender or increase costs or expenses of the Borrower or any other Loan Party. Each party hereto hereby agrees that (Ai) neither each SPC shall be entitled to the grant benefits of Sections 4.01 and 4.03 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 same extent as a Participant (including its obligations under Section 2.13as set forth above), (Bii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (Ciii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of an Advance a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance Loan were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (1i) with notice to, but without prior consent of, of the Borrowers Borrower and the Administrative Agent and with the payment of a processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion), assign all or any portion of its right to receive payment with respect to any Advance Loan to the Granting Lender and (2ii) disclose on a confidential basis any non-public information relating to its funding of Advances Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee or credit or liquidity enhancement to such SPC.

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers Company (an “SPC”) the option to provide all or any part of any Advance Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any AdvanceLoan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such AdvanceLoan, the Granting Lender shall be obligated to make such Advance Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.15(e2.10(c)(ii). Each party hereto hereby agrees that (Ai) 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 the Borrowers under this Agreement (including its obligations under Section 2.133.01 and Section 3.04), (Bii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (Ciii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of an Advance a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance Loan were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (1i) with notice to, but without prior consent of, of the Borrowers Company and the Administrative Agent and with the payment of a processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion), assign all or any portion of its right to receive payment with respect to any Advance Loan to the Granting Lender and (2ii) disclose on a confidential basis any non-public information relating to its funding of Advances Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee Guarantee or credit or liquidity enhancement to such SPC.

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers Borrower (an “SPC”) the option to provide all or any part of any Advance Committed Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any AdvanceCommitted Loan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such AdvanceCommitted Loan, the Granting Lender shall be obligated to make such Advance Committed Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.15(e2.12(b)(ii). Each party hereto hereby agrees that (Ai) 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 Section 2.133.04), (Bii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (Ciii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of an Advance a Committed Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance Committed Loan were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (1i) with notice to, but without prior consent of, the Borrowers of Borrower and the Administrative Agent and with the payment of a processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion)3,500, assign all or any portion of its right to receive payment with respect to any Advance Committed Loan to the Granting Lender and (2ii) disclose on a confidential basis any non-public information relating to its funding of Advances Committed Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee Guarantee or credit or liquidity enhancement to such SPC.

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers Borrower (an “SPC”) the option to provide all or any part of any Advance Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any AdvanceLoan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such AdvanceLoan, the Granting Lender shall be obligated to make such Advance Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.15(e2.09(b)(ii). For the avoidance of doubt, the Borrower agrees that each SPC shall be entitled to the benefits of Section 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 10.06(b) provided that such SPC agrees to be subject to the obligations of Section 3.01 as though it were a Lender. An SPC shall not be entitled to receive any greater payment under Section 3.01, 3.04 or 3.05 than the Granting Lender would have been entitled to receive, unless the grant to such SPC is made with the Borrower’s prior written consent. Each party hereto hereby agrees that (Ai) 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 the Borrower under this Agreement (including its obligations under Section 2.133.01 and Section 3.04), (Bii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (Ciii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of an Advance a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance Loan were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State state thereof. Notwithstanding anything to the contrary contained herein, any SPC may (1i) with notice to, but without prior consent of, of the Borrowers Borrower and the Administrative Agent and with the payment of a processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion), assign all or any portion of its right to receive payment with respect to any Advance Loan to the Granting Lender and (2ii) disclose on a confidential basis any non-public information relating to its funding of Advances Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee or credit or liquidity enhancement to such SPC.

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “"Granting Lender”") may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers Company (an “"SPC”") the option to provide all or any part of any Advance Revolving Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any AdvanceRevolving Loan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such AdvanceRevolving Loan, the Granting Lender shall be obligated to make such Advance Revolving Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.15(e)hereof. Each party hereto hereby agrees that (Ai) 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 the Company under this Agreement (including its obligations under Section 2.13Sections 4.01, 4.03 and 4.04), (Bii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (Ciii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of an Advance a Revolving Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance Revolving Loan were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (1i) with notice to, but without prior consent of, of the Borrowers Company and the Administrative Agent and with the payment of a processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion)3,500, assign all or any portion of its right to receive payment with respect to any Advance Revolving Loan to the Granting Lender and (2ii) disclose on a confidential basis any non-public information relating to its funding of Advances Revolving Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee Guarantee or credit or liquidity enhancement to such SPC.

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (a “SPC”), identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers (an “SPC”) Company, the option to provide to Company all or any part of any Advance Loan that such Granting Lender would otherwise be obligated to make to Company pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund make any AdvanceLoan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make provide all or any part of such AdvanceLoan, the Granting Lender shall be obligated to make such Advance Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.15(e). Each party hereto hereby agrees that (A) 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 Section 2.13), (B) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (C) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunderhereof. The making of an Advance a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance Loan were made by such Granting Lender. Each party hereto hereby agrees that (i) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Lender) and (ii) Granting Lender’s rights and obligations, and the rights and obligations of the Loan Parties and the other Lenders towards such Granting Lender, under any Loan Document shall remain unchanged and each other party hereto shall continue to deal solely with such Granting Lender, which shall remain the holder of the Obligations in the Register. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt indebtedness of any SPC, it will not institute against, or join any other Person person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, insolvency or liquidation proceeding proceedings under the laws of the United States or any State state thereof. Notwithstanding In addition, notwithstanding anything to the contrary contained hereinin this subsection 10.1B(iv), any SPC may (1i) with notice to, but without the prior written consent of, the Borrowers Company and the Administrative Agent and with the payment of a without paying any processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion)therefor, assign all or any a portion of its right to receive payment with respect to interests in any Advance Loans to the Granting Lender or to any financial institutions (consented to by Company and Administrative Agent) providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Loans and (2ii) disclose on a confidential basis any non-public information relating to its funding of Advances Loans to any rating agency, commercial paper dealer or provider of any surety or surety, guarantee or credit or liquidity enhancement to such SPCSPC to the extent permitted by the terms of this Agreement. This subsection 10.1B(iv) may not be amended without the written consent of any SPC existing at the time of such amendment. Each Granting Lender shall, acting for this purpose as an agent of Company, maintain at one of its offices a register substantially similar to the Register for the recordation of the names and addresses of its assignees and the amount and terms of its assignments pursuant to this subsection 10.1(B)(iv) and no such assignment shall be effective until and unless it is recorded in such register.

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers Borrower (an “SPC”) the option to provide all or any part of any Advance Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any AdvanceLoan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such AdvanceLoan, the Granting Lender shall be obligated to make such Advance Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.15(e2.11(b)(ii). Each party hereto hereby agrees that (Ai) 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 the Borrower under this Agreement (including its obligations under Section 2.133.04), (Bii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (Ciii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of an Advance a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance Loan were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (1i) with notice to, but without prior consent of, of the Borrowers Borrower and the Administrative Agent and with the payment of a without paying any processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion)therefor, assign all or any portion of its right to receive payment with respect to any Advance Loan to the Granting Lender and (2ii) disclose on a confidential basis any non-public information relating to its funding of Advances Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee Guarantee or credit or liquidity enhancement to such SPC.

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers Borrower (an “SPC”) the option to provide all or any part of any Advance Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any AdvanceLoan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such AdvanceLoan, the Granting Lender shall be obligated to make such Advance Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.15(e)hereof. Each party hereto hereby agrees that (Ai) 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 the Borrower under this Agreement (including its obligations under Section 2.13)Agreement, (Bii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (Ciii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender Lender of record hereunder. The making of an Advance a Loan by an SPC hereunder shall utilize the Revolving Commitment of the Granting Lender to the same extent, and as if, such Advance Loan were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (1i) with notice to, but without prior consent of, of the Borrowers Borrower and the Administrative Agent and with the payment of a processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion), assign all or any portion of its right to receive payment with respect to any Advance Loan to the Granting Lender and (2ii) disclose on a confidential basis any non-public information relating to its funding of Advances Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee or credit or liquidity enhancement to such SPC.

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers Borrower (an “SPC”) the option to provide all or any part of any Advance Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any AdvanceLoan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such AdvanceLoan, the Granting Lender shall be obligated to make such Advance Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.15(e2.12(b)(ii). Each party hereto hereby agrees that (Ai) 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 the Borrower under this Agreement (including its obligations under Section 2.133.04), (Bii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (Ciii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of an Advance a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance Loan were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (1i) with notice to, but without prior consent of, of the Borrowers Borrower and the Administrative Agent and with the payment of a without paying any processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion)therefor, assign all or any portion of its right to receive payment with respect to any Advance Loan to the Granting Lender and (2ii) disclose on a confidential basis any non-public information relating to its funding of Advances Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee Guarantee or credit or liquidity enhancement to such SPC.

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “"Granting Lender”") may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers Company (an “"SPC”") the option to provide all or any part of any Advance Committed Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any AdvanceCommitted Loan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such AdvanceCommitted Loan, the Granting Lender shall be obligated to make such Advance Committed Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.15(e2.13(b)(ii). Each party hereto hereby agrees that (Ai) 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 the Company under this Agreement (including its obligations under Section 2.133.04), (Bii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liableliable (it being understood that the Granting Lender shall remain liable for such amounts), and (Ciii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of an Advance a Committed Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance Committed Loan were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (1i) with notice to, but without prior consent of, of the Borrowers Company and the Administrative Agent and with the payment of a without paying any processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion)therefor, assign all or any portion of its right to receive payment with respect to any Advance Committed Loan to the Granting Lender and (2ii) disclose on a confidential basis any non-public information relating to its funding of Advances Committed Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee or credit or liquidity enhancement to such SPC.

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “"Granting Lender”") may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers Parent Borrower (an “"SPC”") the option to provide all or any part of any Advance Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any AdvanceLoan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such AdvanceLoan, the Granting Lender shall be obligated to make such Advance Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.15(e2.12(c)(ii). Each Granting Lender shall, acting solely for this purpose as a non-fiduciary agent of the Parent Borrower, maintain a register on which it enters the name and address of each SPC to which it grants an option pursuant to this Section 10.06(h) and the principal amounts (and stated interest) of any Loan or portion thereof provided to the Company by such SPC (the "SPC Register"); provided that no Lender shall have any obligation to disclose all or any portion of the SPC Register (including the identity of any SPC or any information relating to a SPC's interest in any Term Loan or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such Term Loan or other obligation is in registered form under Treasury Regulations Section 5f.103‑1(c). The entries in the SPC Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the SPC Register as the owner of the relevant interest for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as the Administrative Agent) shall have no responsibility for maintaining any SPC Register. Each party hereto hereby agrees that (Ai) 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 the Parent Borrower under this Agreement (including its obligations under Section 2.133.04), (Bii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (Ciii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of an Advance a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance Loan were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereofDebtor Relief Laws. Notwithstanding anything to the contrary contained herein, any SPC may (1i) with notice to, but without prior consent of, of the Borrowers Parent Borrower and the Administrative Agent and with the payment of a processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion), assign all or any portion of its right to receive payment with respect to any Advance Loan to the Granting Lender and (2ii) disclose on a confidential basis any non-public non‑public information relating to its funding of Advances Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee Guarantee or credit or liquidity enhancement to such SPC.

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers Borrower (an “SPC”) the option to provide all or any part of any Advance Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any AdvanceLoan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such AdvanceLoan, the Granting Lender shall be obligated to make such Advance Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.15(e2.13(c)(ii). Each party hereto hereby agrees that (Ai) 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 the Borrower under this Agreement (including its obligations under Section 2.133.04), (Bii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (Ciii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of an Advance a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance Loan were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (1) with notice to, but without prior consent of, the Borrowers and the Administrative Agent and with the payment of a processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion), assign all or any portion of its right to receive payment with respect to any Advance to the Granting Lender and (2) disclose on a confidential basis any non-public information relating to its funding of Advances to any rating agency, commercial paper dealer or provider of any surety or guarantee or credit or liquidity enhancement to such SPC.00000000_7 77

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “"Granting Lender”") may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers Borrower (an “"SPC”") the option to provide all or any part of any Advance Loan that such Granting Lender would otherwise be obligated to make pursuant to this Credit Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any AdvanceLoan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such AdvanceLoan, the Granting Lender shall be obligated to make such Advance Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.15(e)hereof. Each party hereto hereby agrees that (Ai) 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 the Borrower under this Credit Agreement (including its obligations under Section 2.133.9, 3.12, 3.12 and 3.14), (Bii) no SPC shall be liable for any indemnity or similar payment obligation under this Credit Agreement for which a Lender would be liable, and (Ciii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Credit Document, remain the lender of record hereunder. The making of an Advance a Committed Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance Loan were made by such 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 payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (1A) with notice to, but without prior consent of, of the Borrowers Borrower and the Administrative Agent and with the payment of a processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion)2,500, assign all or any portion of its right to receive payment with respect to any Advance Loan to the Granting Lender and (2B) disclose on a confidential basis any non-public non‑public information relating to its funding of Advances Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee or credit or liquidity enhancement to such SPC.

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers Borrower (an “SPC”) the option to provide all or any part of any Advance Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any AdvanceLoan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such AdvanceLoan, the Granting Lender shall be obligated to make such Advance Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.15(e2.12(b)(i). Subject to the provisions of this subsection (g), the Loan Parties agree that each SPC shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 (subject to the requirements and limitations of those sections) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section. Each party hereto hereby agrees that (Ai) 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 the Borrower under this Agreement (including its obligations under Section 2.133.04), (Bii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (Ciii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of an Advance a Loan by an SPC hereunder shall utilize the Credit Commitment of the Granting Lender to the same extent, and as if, such Advance Loan were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (1i) with notice to, but without prior consent of, of the Borrowers Borrower and the Administrative Agent and with the payment of a processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion)Agent, assign all or any portion of its right to receive payment with respect to any Advance Loan to the Granting Lender and (2ii) disclose on a confidential basis any non-public information relating to its funding of Advances Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee guaranty or credit or liquidity enhancement to such SPC.

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers Borrower (an “SPC”) the option to provide all or any part of any Advance Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any AdvanceLoan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such AdvanceLoan, the Granting Lender shall be obligated to make such Advance Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.15(e2.12(c)(ii). Each party hereto hereby agrees that (Ai) neither each SPC shall be entitled to the grant benefits of Sections 3.01, 3.04 and 3.05 (subject to any SPC nor the exercise by any SPC requirements and limitations of such option Sections and Section 10.13) to the same extent as if it were a Granting Lender and had acquired its interest by assignment pursuant to Section 10.06(b) (provided that an SPC shall increase the costs or expenses or otherwise increase or change the obligations of not be entitled to receive any Borrower under this Agreement (including its obligations greater payment under Section 2.13)3.01 or 3.04 than the applicable Granting Lender would have been entitled to receive with respect to the SPC granted to such SPC, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the SPC became an SPC, (Bii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (Ciii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of an Advance a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance Loan were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (1i) with notice to, but without prior consent of, of the Borrowers Borrower and the Administrative Agent and with the payment of a processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion), assign all or any portion of its right to receive payment with respect to any Advance Loan to the Granting Lender and (2ii) disclose on a confidential basis any non-public information relating to its funding of Advances Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee Guarantee or credit or liquidity enhancement to such SPC.

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers Company (an “SPC”) the option to provide all or any part of any Advance Loan that such Granting Lender would otherwise be obligated to make pursuant to this Credit Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any AdvanceLoan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such AdvanceLoan, the Granting Lender shall be obligated to make such Advance Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.15(e2.11(b)(ii). Each party hereto hereby agrees that (Ai) 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 the Borrower under this Credit Agreement (including its obligations under Section 2.133.04), (Bii) no SPC shall be liable for any indemnity or similar payment obligation under this Credit Agreement for which a Lender would be liable, and (Ciii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of an Advance a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance Loan were made by such 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 payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (1i) with notice to, but without prior consent of, of the Borrowers Borrower and the Administrative Agent and with the payment of a processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion)2,500, assign all or any portion of its right to receive payment with respect to any Advance Loan to the Granting Lender and (2ii) disclose on a confidential basis any non-public information relating to its funding of Advances Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee Guarantee or credit or liquidity enhancement to such SPC.

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers Borrower (an “SPC”) the option to provide all or any part of any Advance Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any AdvanceLoan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such AdvanceLoan, the Granting Lender shall be obligated to make such Advance Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.15(e2.10(b)(ii). Each party hereto hereby agrees that (Ai) neither an SPC shall be entitled to the grant benefit of Sections 3.01 and 3.04 (subject to any SPC nor the exercise by any SPC requirements and the limitations of such option shall increase Sections) to the costs or expenses or otherwise increase or change the obligations of any Borrower under this Agreement (including same extent as if it were a Lender and had acquired its obligations under interest by assignment pursuant to Section 2.1310.06(b), but an SPC shall not be entitled to receive any greater payment under Sections 3.01 or 3.04 than the applicable Lender would have been entitled to receive with respect to such grant, (Bii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, liable and (Ciii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan DocumentDocument (and, in the case of the Term B-4 Loans, the IntermediateCo Unsecured Guarantee), remain the lender of record hereunder. The making of an Advance a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance Loan were made by such Granting Lender. In furtherance of the foregoing, each Lender party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (1i) with notice to, but without prior consent of, the Borrowers Borrower and the Administrative Agent and with the payment of a processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion)2,500, assign all or any portion of its right to receive payment with respect to any Advance Loan to the Granting Lender and (2ii) disclose on a confidential basis in accordance with Section 10.07 any non-public information relating to its funding of Advances Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee or credit or liquidity enhancement to such SPC.

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers Borrower (an “SPC”) the option to provide all or any part of any Advance Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any AdvanceLoan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such AdvanceLoan, the Granting Lender shall be obligated to make such Advance Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.15(e2.12(b)(ii). Each party hereto hereby agrees that (Ai) 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 the Borrower under this Agreement (including its obligations under Section 2.133.04), (Bii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (Ciii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of an Advance a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance Loan were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (1i) with notice to, but without prior consent of, of the Borrowers Borrower and the Administrative Agent and with the payment of a processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion)3,500, assign all or any portion of its right to receive payment with respect to any Advance Loan to the Granting Lender and (2ii) disclose on a confidential basis any non-public information relating to its funding of Advances Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee or credit or liquidity enhancement to such SPC.

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers Borrower (an “SPC”) the option to provide all or any part of any Advance Loan that such Granting Lender would otherwise be obligated to make pursuant to this Credit Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any AdvanceLoan, and (ii) if an a SPC elects not to exercise such option or otherwise fails to make all or any part of such AdvanceLoan, the Granting Lender shall be obligated to make such Advance Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.15(e2.11(b)(i). Each party hereto hereby agrees that (Ai) 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 the Borrower under this Credit Agreement (including its obligations under Section 2.133.04), (Bii) no SPC shall be liable for any indemnity or similar payment obligation under this Credit Agreement for which a Lender would be liable, and (Ciii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Credit Document, remain the lender of record hereunder. The making of an Advance a Loan by an a SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance Loan were made by such 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 (1) year and one (1) day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (1i) with notice to, but without prior consent of, of the Borrowers Borrower and the Administrative Agent and with the payment of a processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion)2,500, assign all or any portion of its right to receive payment with respect to any Advance Loan to the Granting Lender and (2ii) disclose on a confidential basis any non-public information relating to its funding of Advances Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee or credit or liquidity enhancement to such SPC. Each SPC shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Granting Lender and had acquired its interest by assignment pursuant to Section 11.06(b). A SPC shall not be entitled to receive any greater payment under Section 3.01, 3.04 or 3.05 than the applicable Granting Lender would have been entitled to receive with respect to the interest granted to such SPC unless the grant of the interest is made with the Borrower’s prior written consent, not to be unreasonably withheld or delayed (it being agreed, without limitation, that it will be reasonable for the Borrower to withhold consent if giving consent would result in increased indemnification obligations at the time the grant to the SPC takes effect or would be reasonably certain to result in increased indemnification obligations thereafter as a result of a Change in Law announced prior to the time the grant to the SPC takes effect), provided that the SPC agrees to be subject to the provisions of Sections 3.06(a) and 11.13(a) as if it were a Granting Lender. For the avoidance of doubt, an SPC entitled to benefits under Section 3.01, 3.04 or 3.05 shall be subject to all of the limitations and requirements of such Sections as if it were a Granting Lender (including, in the case of Section 3.01, all of the limitations in the definition of Excluded Taxes).

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (an “SPC”), identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers (an “SPC”) Borrower, the option to provide to Borrower all or any part of any Advance Loan that such Granting Lender would otherwise be obligated to make to Borrower pursuant to this Agreement; provided provided, that (ix) nothing herein shall constitute a commitment by any SPC to fund make any Advance, Loans and (iiy) if an SPC elects not to exercise such option or otherwise fails to make provide all or any part of such AdvanceLoan, the Granting Lender shall be obligated to make such Advance Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.15(e). Each party hereto hereby agrees that (A) 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 Section 2.13), (B) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (C) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunderhereof. The making of an Advance a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance Loan were made by such Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt indebtedness of any SPC, it will not institute against, or join any other Person person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, insolvency or liquidation proceeding proceedings under the laws of the United States or any State thereof. Notwithstanding In addition, notwithstanding anything to the contrary contained hereinin this clause, any SPC may (1i) with notice to, but without the prior written consent of, of Borrower or the Borrowers Requisite Lenders and the Administrative Agent and with the payment of a without paying any processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion)therefor, assign all or any a portion of its right to receive payment with respect to interests in any Advance Loans to the Granting Lender or to any financial institutions (consented to by Borrower and the Requisite Lenders) providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Loans and (2ii) disclose on a confidential basis any non-public information relating to its funding of Advances Loans to any rating agency, commercial paper dealer or provider of any surety or surety, guarantee or credit or liquidity enhancement to such SPC. This Section may not be amended without the written consent of the SPC. Borrower acknowledges and agrees, subject to the next sentence, that, to the fullest extent permitted under applicable law, each SPC, for purposes of Sections 2.13, 2.14, 2.15, 2.16, 11.2, 11.3 and 11.4, shall be considered a Lender. Borrower shall not be required to pay any amount under Sections 2.13, 2.14, 2.15, 2.16, 11.2, 11.3 and 11.4 that is greater than the amount which it would have been required to pay had no grant been made by a Granting Lender to a SPC.

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers Borrower (an “SPC”) the option to provide all or any part of any Advance Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any AdvanceLoan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such AdvanceLoan, the Granting Lender shall be obligated to make such Advance Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.15(e2.14(b)(ii). Each party hereto hereby agrees that (Ai) 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 the Borrower under this Agreement (including its obligations under Section 2.133.04), (Bii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (Ciii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of an Advance a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance Loan were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (1i) with notice to, but without prior consent of, of the Borrowers Borrower and the Administrative Agent and with the payment of a processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion)3,500, assign all or any portion of its right to receive payment with respect to any Advance Loan to the Granting Lender and (2ii) disclose on a confidential basis any non-public information relating to its funding of Advances Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee Contingent Obligation or credit or liquidity enhancement to such SPC.

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers Borrower (an “SPC”) the option to provide all or any part of any Advance the Term Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any Advancethe Term Loan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such Advancethe Term Loan, the Granting Lender shall be obligated to make such Advance the Term Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.15(e)hereof. Each party hereto hereby agrees that (Ai) 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 the Borrower under this Agreement (including its obligations under Section 2.133.04), (Bii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (Ciii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of an Advance a portion of the Term Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance portion of the Term Loan were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (1i) with notice to, but without prior consent of, of the Borrowers Borrower and the Administrative Agent and with the payment of a processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion), assign all or any portion of its right to receive payment with respect to any Advance the Term Loan to the Granting Lender and (2ii) disclose on a confidential basis any non-public information relating to its funding of Advances its portion of the Term Loan to any rating agency, commercial paper dealer or provider of any surety or guarantee Guarantee or credit or liquidity enhancement to such SPC.

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers Borrower (an “SPC”) the option to provide all or any part of any Advance Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any AdvanceLoan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such AdvanceLoan, the Granting Lender shall be obligated to make such Advance Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.15(e2.10(d). Each party hereto hereby agrees that (Ai) 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 Section 2.133.4), (Bii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (Ciii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of an Advance a Loan by an SPC hereunder shall utilize the applicable Commitment of the Granting Lender to the same extent, and as if, such Advance Loan were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (1i) with notice to, but without prior consent of, the Borrowers and the of Borrower or Administrative Agent and with the payment of a processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion), assign all or any portion of its right to receive payment with respect to any Advance Loan to the Granting Lender and (2ii) disclose on a confidential basis any non-public information relating to its funding of Advances Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee or credit or liquidity enhancement to such SPC.

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers Parent Borrower (an “SPC”) the option to provide all or any part of any Advance Loan that such Granting Lender would otherwise be obligated to make pursuant to this Credit Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any AdvanceLoan, and (ii) if an a SPC elects not to exercise such option or otherwise fails to make all or any part of such AdvanceLoan, the Granting Lender shall be obligated to make such Advance Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Applicable Agent as is required under Section 2.15(e2.11(b)(i). Each party hereto hereby agrees that (Ai) 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 the Borrowers under this Credit Agreement (including its obligations under Section 2.133.04), (Bii) no SPC shall be liable for any indemnity or similar payment obligation under this Credit Agreement for which a Lender would be liable, and (Ciii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Credit Document, remain the lender of record hereunder. The making of an Advance a Loan by an a SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance Loan were made by such 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 (1) year and one (1) day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (1i) with notice to, but without prior consent of, of the Borrowers Parent Borrower and the Administrative Agent and with the payment of a processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion)2,500, assign all or any portion of its right to receive payment with respect to any Advance Loan to the Granting Lender and (2ii) disclose on a confidential basis any non-public information relating to its funding of Advances Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee or credit or liquidity enhancement to such SPC. Each SPC (i) shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 (subject to the requirements and limitations of such Sections) to the same extent as if it were a Granting Lender and had acquired its interest by assignment pursuant to Section 11.06(b) and (ii) shall be subject to Sections 3.06 and 11.13(a) to the same extent as if it were a Granting Lender and had acquired its interest by assignment pursuant to Section 11.06(b). A SPC shall not be entitled to receive any greater payment under Section 3.01, 3.04 or 3.05 than the applicable Granting Lender would have been entitled to receive with respect to the interest granted to such SPC unless the grant of the interest is made with the Parent Borrower’s prior written consent to such grant and such greater payment, not to be unreasonably withheld or delayed (it being agreed, without limitation, that it will be reasonable for the Parent Borrower to withhold consent if giving consent would result in increased indemnification obligations at the time the grant to the SPC takes effect or would be reasonably certain to result in increased indemnification obligations thereafter as a result of a Change in Law announced prior to the time the grant to the SPC takes effect). For the avoidance of doubt, an SPC entitled to benefits under Section 3.01, 3.04 or 3.05 shall be subject to all of the limitations and requirements of such Sections as if it were a Granting Lender (including, in the case of Section 3.01, all of the limitations in the definition of Excluded Taxes).

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers Company (an “SPC”) the option to provide all or any part of any Advance Loan that such Granting Lender would otherwise be obligated to make pursuant to this Credit Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any AdvanceLoan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such AdvanceLoan, the Granting Lender shall be obligated to make such Advance Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.15(e2.11(b)(ii). Each party hereto hereby agrees that (Ai) 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 the Borrower under this Credit Agreement (including its obligations under Section 2.133.04), (Bii) no SPC shall be liable for any indemnity or similar payment obligation under this Credit Agreement for which a Lender would be liable, and (Ciii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of an Advance a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance Loan were made by such 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 payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (1i) with notice to, but without prior consent of, of the Borrowers Borrower and the Administrative Agent and with the payment of a processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion)2,500, assign all or any portion of its right to receive payment with respect to any Advance Loan to the Granting Lender and (2ii) disclose on a confidential basis any non-public non‑public information relating to its funding of Advances Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee Guarantee or credit or liquidity enhancement to such SPC.

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers Borrower (an “SPC”) the option to provide all or any part of any Advance Loan that such Granting Lender would otherwise be obligated to make pursuant to this Credit Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any AdvanceLoan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such AdvanceLoan, the Granting Lender shall be obligated to make such Advance Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.15(e)hereof. Each party hereto hereby agrees that (Ai) 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 the Borrower under this Credit Agreement (including its obligations under Section 2.133.9, 3.12, 3.12 and 3.14), (Bii) no SPC shall be liable for any indemnity or similar payment obligation under this Credit Agreement for which a Lender would be liable, and (Ciii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Credit Document, remain the lender of record hereunder. The making of an Advance a Committed Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance Loan were made by such 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 payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (1A) with notice to, but without prior consent of, of the Borrowers Borrower and the Administrative Agent and with the payment of a processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion)2,500, assign all or any portion of its right to receive payment with respect to any Advance Loan to the Granting Lender and (2B) disclose on a confidential basis any non-public non‑public information relating to its funding of Advances Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee or credit or liquidity enhancement to such SPC.

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers Borrower (an “SPC”) the option to provide all or any part of any Advance Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any AdvanceLoan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such AdvanceLoan, the Granting Lender shall be obligated to make such Advance Revolving Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.15(e2.12(b)(ii). Each party hereto hereby agrees that (Ai) 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 the Borrower under this Agreement (including its obligations under Section 2.133.04), (Bii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (Ciii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of an Advance a Loan by an SPC hereunder shall utilize the Revolving Credit Commitment of the Granting Lender to the same extent, and as if, such Advance Loan were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (1i) with notice to, but without prior consent of, of the Borrowers Borrower and the Administrative Agent and with the payment of a processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion)2,500, assign all or any portion of its right to receive payment with respect to any Advance Loan to the Granting Lender and (2ii) disclose on a confidential basis any non-public information relating to its funding of Advances Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee Guarantee or credit or liquidity enhancement to such SPC.

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”"GRANTING LENDER") may grant to a special purpose funding vehicle (a "SPC"), identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers (an “SPC”) Company, the option to provide to Company all or any part of any Advance Loan that such Granting Lender would otherwise be obligated to make to Company pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund make any AdvanceLoan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make provide all or any part of such AdvanceLoan, the Granting Lender shall be obligated to make such Advance Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.15(e). Each party hereto hereby agrees that (A) 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 Section 2.13), (B) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (C) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunderhereof. The making of an Advance a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance Loan were made by such Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt indebtedness of any SPC, it will not institute against, or join any other Person person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, insolvency or liquidation proceeding proceedings under the laws of the United States or any State state thereof. Notwithstanding In addition, notwithstanding anything to the contrary contained hereinin this subsection 10.1B(iv), any SPC may (1i) with notice to, but without the prior written consent of, the Borrowers Company and the Administrative Agent and with the payment of a without paying any processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion)therefor, assign all or any a portion of its right to receive payment with respect to interests in any Advance Loans to the Granting Lender or to any financial institutions (consented to by Company and Administrative Agent) providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Loans and (2ii) disclose on a confidential basis any non-public information relating to its funding of Advances Loans to any rating agency, commercial paper dealer or provider of any surety or surety, guarantee or credit or liquidity enhancement to such SPC. This subsection 10.1B(iv) may not be amended without the written consent of the SPC.

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers Company (an “SPC”) the option to provide all or any part of any Advance Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any AdvanceLoan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such AdvanceLoan, the Granting Lender shall be obligated to make such Advance Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.15(e2.12(b)(ii). Each party hereto hereby agrees that (Ai) 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 the Borrowers under this Agreement (including its obligations under Section 2.133.04), (Bii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (Ciii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of an Advance a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance Loan were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (1i) with notice to, but without prior consent of, of the Borrowers Company and the Administrative Agent and with the payment of a processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative 116 Agent in its sole discretion), assign all or any portion of its right to receive payment with respect to any Advance Loan to the Granting Lender and (2ii) disclose on a confidential basis any non-public information relating to its funding of Advances Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee Guarantee or credit or liquidity enhancement to such SPC.

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers Parent (an “SPC”) the option to provide all or any part of any Advance Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided provided, that (i) nothing i)nothing herein shall constitute a commitment by any SPC to fund any AdvanceLoan; (ii)any grant of such an option to any SPC shall not constitute a novation, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such AdvanceLoan, the Granting Lender shall be obligated to make such Advance Loan pursuant to the terms hereof orhereof, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.15(e)and in no event shall any Granting Lender be released from its obligations hereunder. Each party hereto hereby agrees that (Ai) neither each SPC shall be entitled to the grant benefits of Sections ‎3.01, ‎3.04 and ‎3.05 (subject to any SPC nor the exercise by any SPC requirements and limitations of such option Sections and ‎Section 10.13) to the same extent as if it were a Granting Lender and had acquired its interest by assignment pursuant to ‎Section 10.06(b); provided, that an SPC shall increase not be entitled to receive any greater payment under ‎Section 3.01 or ‎3.04 than the costs or expenses or otherwise increase or change applicable Granting Lender would have been entitled to receive with respect to the obligations of any Borrower under this Agreement (including its obligations under Section 2.13)SPC granted to such SPC, (Bii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, ; and (Ciii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of an Advance a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance Loan were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (1i) with notice to, but without prior consent of, the Borrowers of Parent and the Administrative Agent and with the payment of a processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion), assign all or any portion of its right to receive payment with respect to any Advance Loan to the related Granting Lender Lender; and (2ii) disclose on a confidential basis any non-public information relating to its funding of Advances Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee Guarantee or credit or liquidity enhancement to such SPC.

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers Borrower (an “SPC”) the option to provide all or any part of any Advance Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any AdvanceLoan, and (ii) if an SPC elects such granting shall not to exercise such option or otherwise fails to make all or any part of such Advance, relieve the Granting Lender shall be obligated of any of its obligations under this Agreement, including, without limitation, its obligation to make such Advance pursuant to the terms hereof orfund a Loan if, if it for any reason, its SPC fails to do so, to make fund any such payment to the Administrative Agent as is required under Section 2.15(e)Loan. Each party hereto hereby agrees that (Ai) 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 the Borrower under this Agreement (including its obligations under Section 2.133.04), (Bii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, provided, however, that the Granting Lender shall remain liable for such obligations, and (Ciii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of an Advance a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance Loan were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof, provided, however, that each Granting Lender hereby agrees to indemnify, save and hold harmless each other party hereto for any loss, cost, damage or expense arising out of its inability to institute such a proceeding against such SPC during such period of forbearance. Without limiting the indemnification obligations of any indemnifying Lender pursuant to this subsection, in the event that the indemnifying Lender fails timely to compensate any Loan Party for such claim, any Loans held by the relevant SPC shall, if requested by the Borrower, be assigned promptly to the Granting Lender that administers the SPC and the granting of rights pursuant to this subsection to such SPC shall be void. Notwithstanding anything to the contrary contained herein, any SPC may (1i) with notice to, but without prior consent of, of the Borrowers Borrower and the Administrative Agent and with the payment of a processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion), assign all or any portion of its right to receive payment with respect to any Advance Loan to the Granting Lender and (2ii) disclose on a confidential basis any non-public information relating to its funding of Advances Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee or credit or liquidity enhancement to such SPC.

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers Holdings (an “SPC”) the option to provide all or any part of any Advance Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any AdvanceLoan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such AdvanceLoan, the Granting Lender shall be obligated to make such Advance Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.15(e)2.13. Each party hereto hereby agrees that (Ai) 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 Holdings under this Agreement (including its obligations under Section 2.134.03), (Bii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (Ciii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of an Advance a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance Loan were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (1i) with notice to, but without prior consent of, the Borrowers of Holdings and the Administrative Agent and with the payment of a processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion)2,500, assign all or any portion of its right to receive payment with respect to any Advance Loan to the Granting Lender and (2ii) disclose on a confidential basis any non-public information relating to its funding of Advances Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee or credit or liquidity enhancement to such SPC.

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers Anixter (an “SPC”) the option to provide all or any part of any Advance Committed Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any AdvanceCommitted Loan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such AdvanceCommitted Loan, the Granting Lender shall be obligated to make such Advance Committed Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.15(e2.14(d)(ii). Each party hereto hereby agrees that (Ai) 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 the Borrowers under this Agreement (including its obligations under Section 2.13Sections 3.01 and 3.04), (Bii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liableliable (all such liabilities being the obligation of the Granting Lender), and (Ciii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of an Advance a Committed Loan by an SPC hereunder shall utilize the Commitment 106 of the Granting Lender to the same extent, and as if, such Advance Committed Loan were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (1i) with notice to, but without prior consent of, the Borrowers of Anixter and the Administrative Agent and with the payment of a processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion), assign all or any portion of its right to receive payment with respect to any Advance Committed Loan to the Granting Lender and (2ii) disclose on a confidential basis any non-public information relating to its funding of Advances Committed Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee or credit or liquidity enhancement to such SPC.

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers Borrower (an “SPC”) the option to provide all or any part of any Advance Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any AdvanceLoan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such AdvanceLoan, the Granting Lender shall be obligated to make such Advance Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.15(e2.13(c)(ii). Each party hereto hereby agrees that (Ai) 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 the Borrower under this Agreement (including its obligations under Section 2.133.01 and Section 3.04), (Bii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (Ciii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of an Advance a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance Loan were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (1i) with notice to, but without prior consent of, of the Borrowers Borrower and the Administrative Agent and with the payment of a processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion), assign all or any portion of its right to receive payment with respect to any Advance Loan to the Granting Lender and (2ii) disclose on a confidential basis any non-public information relating to its funding of Advances Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee Guarantee or credit or liquidity enhancement to such SPC.

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers Company (an “SPC”) the option to provide all or any part of any Advance Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any AdvanceLoan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such AdvanceLoan, the Granting Lender shall be obligated to make such Advance Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.15(e2.12(b)(ii). Each party hereto hereby agrees that (Ai) 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 the Borrowers under this Agreement (including its obligations under Section 2.133.04), (Bii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (Ciii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of an Advance a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance Loan were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (1i) with notice to, but without prior consent of, of the Borrowers Company and the Administrative Agent and with the payment of a processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion)2,500, assign all or any portion of its 115 right to receive payment with respect to any Advance Loan to the Granting Lender and (2ii) disclose on a confidential basis any non-public information relating to its funding of Advances Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee Guarantee or credit or liquidity enhancement to such SPC.

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers Company (an “SPC”) the option to provide all or any part of any Advance Committed Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any AdvanceCommitted Loan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such AdvanceCommitted Loan, the Granting Lender shall be obligated to make such Advance Committed Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.15(e2.13(d)(ii). Each party hereto hereby agrees that (Ai) 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 the Borrowers under this Agreement (including its obligations under Section 2.13Sections 3.01 and 3.04), (Bii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liableliable (all such liabilities being the obligation of the Granting Lender), and (Ciii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of an Advance a Committed Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance Committed Loan were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws Laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (1i) with notice to, but without prior consent of, of the Borrowers Company and the Administrative Agent if the SPC is a Lender or an Affiliate of a Lender or an Approved Fund, and with the payment of a processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion), assign all or any portion of its right to receive payment with respect to any Advance Committed Loan to the Granting Lender and (2ii) disclose on a confidential basis any non-public information relating to its funding of Advances Committed Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee or credit or liquidity enhancement to such SPC; provided that the processing fee shall be waived if the SPC is an Affiliate of the assigning Lender.

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers Company (an “SPC”) the option to provide all or any part of any Advance Committed Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any AdvanceCommitted Loan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such AdvanceCommitted Loan, the Granting Lender shall be obligated to make such Advance Committed Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.15(e2.13(d)(ii). Each party hereto hereby agrees that (Ai) 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 the Borrowers under this Agreement (including its obligations under Section 2.13Sections 3.1 and 3.4), (Bii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liableliable (all such liabilities being the obligation of the Granting Lender), and (Ciii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of an Advance a Committed Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance Committed Loan were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws Laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (1i) with notice to, but without prior consent of, of the Borrowers Company and the Administrative Agent if the SPC is a Lender or an Affiliate of a Lender or an Approved Fund, and with the payment of a processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion), assign all or any portion of its right to receive payment with respect to any Advance Committed Loan to the Granting Lender and (2ii) disclose on a confidential basis any non-public information relating to its funding of Advances Committed Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee or credit or liquidity enhancement to such SPC; provided that the processing fee shall be waived if the SPC is an Affiliate of the assigning Lender.

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers Borrower (an “SPC”) the option to provide all or any part of any Advance Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any AdvanceLoan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such AdvanceLoan, the Granting Lender shall be obligated to make such Advance Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.15(e2.11(c). Each party hereto hereby agrees that (Ai) 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 the Borrower under this Agreement (including its obligations under Section 2.133.04), (Bii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (Ciii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of an Advance a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance Loan were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (1i) with notice to, but without prior consent of, of the Borrowers Borrower and the Administrative Agent and with the payment of a without paying any processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion)therefor, assign all or any portion of its right to receive payment with respect to any Advance Loan to the Granting Lender and (2ii) disclose on a confidential basis any non-public information relating to its funding of Advances Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee Guarantee or credit or liquidity enhancement to such SPC.

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (a “SPC”), identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers (an “SPC”) Company, the option to provide to Company all or any part of any Advance Loan that such Granting Lender would otherwise be obligated to make to Company pursuant to this Agreement; provided that (ix) nothing herein shall constitute a commitment by any SPC to fund make any Advance, Loans and (iiy) if an SPC elects not to exercise such option or otherwise fails to make provide 101 all or any part of such AdvanceLoan, the Granting Lender shall be obligated to make such Advance Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.15(e). Each party hereto hereby agrees that (A) 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 Section 2.13), (B) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (C) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunderhereof. The making of an Advance a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance Loan were made by such Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt indebtedness of any SPC, it will not institute against, or join any other Person person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, insolvency or liquidation proceeding proceedings under the laws of the United States or any State thereof. Notwithstanding In addition, notwithstanding anything to the contrary contained hereinin this clause, any SPC may (1i) with notice to, but without the prior written consent of, the Borrowers and the Company or Administrative Agent and with the payment of a without paying any processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion)therefor, assign all or any a portion of its right to receive payment with respect to interests in any Advance Loans to the Granting Lender or to any financial institutions (consented to by Company and Administrative Agent) providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Loans and (2ii) disclose on a confidential basis any non-public information relating to its funding of Advances Loans to any rating agency, commercial paper dealer or provider of any surety or surety, guarantee or credit or liquidity enhancement to such SPC. This Section may not be amended without the written consent of the SPC. Company acknowledges and agrees, subject to the next sentence, that, to the fullest extent permitted under applicable law, each SPC, for purposes of Sections 2.16, 2.17, 2.18, 2.19, 10.2, 10.3 and 10.4, shall be considered a Lender. Company shall not be required to pay any amount under Sections 2.16, 2.17, 2.18, 2.19, 10.2, 10.3 and 10.4 that is greater than the amount which it would have been required to pay had no grant been made by a Granting Lender to a SPC.

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers Company (an “SPC”) the option to provide all or any part 132 of any Advance Committed Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any AdvanceCommitted Loan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such AdvanceCommitted Loan, the Granting Lender shall be obligated to make such Advance Committed Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.15(e2.13(b)(ii). Each party hereto hereby agrees that (Ai) 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 the Borrowers under this Agreement (including its obligations under Section 2.133.04), (Bii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liableliable (it being understood that the Granting Lender shall remain liable for such amounts), and (Ciii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of an Advance a Committed Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance Committed Loan were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (1i) with notice to, but without prior consent of, of the Borrowers Company and the Administrative Agent and with the payment of a without paying any processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion)therefor, assign all or any portion of its right to receive payment with respect to any Advance Committed Loan to the Granting Lender and (2ii) disclose on a confidential basis any non-public information relating to its funding of Advances Committed Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee or credit or liquidity enhancement to such SPC.

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers Borrower (an “SPC”) the option to provide all or any part of any Advance Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any AdvanceLoan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such AdvanceLoan, the Granting Lender shall be obligated to make such Advance Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.15(e2.11(b)(ii). Each party hereto hereby agrees that (Ai) 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 the Borrower under this Agreement (including its obligations under Section 2.133.04), (Bii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (Ciii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of an Advance a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance Loan were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (1i) with notice to, but without prior consent of, of the Borrowers Borrower and the Administrative Agent and with the payment of a processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion)2,500, assign all or any portion of its right to receive payment with respect to any Advance Loan to the Granting Lender and (2ii) disclose on a confidential basis any non-public information relating to its funding of Advances Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee Guarantee or credit or liquidity enhancement to such SPC.

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers Borrower (an “SPC”) the option to provide all or any part of any Advance Loan that such Granting Lender would otherwise be is obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any AdvanceLoan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such AdvanceLoan, the Granting Lender shall be obligated to make such Advance Loan pursuant to the terms hereof orhereof; provided that nothing contained hereing shall make any SPC a “Lender” for purposes of this Agreement, if it fails obligate the Borrower or any other Loan Party to do sodeal with such SPC directly, obligate the Borrower or any other Loan Party to make such payment any greater extent than they were obligated to the Administrative Agent as is required under Section 2.15(e)Granting Lender or increase costs or expenses of the Borrower or any other Loan Party. Each party hereto hereby agrees that (Ai) neither each SPC shall be entitled to the grant benefits of Sections 4.01 and 4.03 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 same extent as a Participant (including its obligations under Section 2.13as set forth above), (Bii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (Ciii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of an Advance a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance Loan were made by such Granting Lender. In 107 furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (1i) with notice to, but without prior consent of, of the Borrowers Borrower and the Administrative Agent and with the payment of a processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion), assign all or any portion of its right to receive payment with respect to any Advance Loan to the Granting Lender and (2ii) disclose on a confidential basis any non-public information relating to its funding of Advances Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee or credit or liquidity enhancement to such SPC.

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers Borrower (an “SPC”) the option to provide all or any part of any Advance Loan that such Granting Lender would otherwise be obligated to make pursuant to this Credit Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any AdvanceLoan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such AdvanceLoan, the Granting Lender shall be obligated to make such Advance Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.15(e)hereof. Each party hereto hereby agrees that (Ai) 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 the Borrower under this Credit Agreement (including its obligations under Section 2.133.9, 3.12, 3.13 and 3.14), (Bii) no SPC shall be liable for any indemnity or similar payment obligation under this Credit Agreement for which a Lender would be liable, and (Ciii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Credit Document, remain the lender of record hereunder. The making of an Advance a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance Loan were made by such 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 payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (1A) with notice to, but without prior consent of, of the Borrowers Borrower and the Administrative Agent and with the payment of a processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion)2,500, assign all or any portion of its right to receive payment with respect to any Advance Loan to the Granting Lender and (2B) disclose on a confidential basis any non-public non‑public information relating to its funding of Advances Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee or credit or liquidity enhancement to such SPC.

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “"Granting Lender”") may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers Borrower (an “"SPC”") the option to provide all or any part of any Advance Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided provided, that (i) nothing herein shall constitute a commitment by any SPC to fund any AdvanceLoan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such AdvanceLoan, the Granting Lender shall be obligated to make such Advance Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.15(e2.11(b)(ii). Each party hereto hereby agrees that (Ai) 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 the Borrower under this Agreement (including its obligations under Section 2.133.4), (Bii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (Ciii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of an Advance a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance Loan were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (1i) with notice to, but without prior consent of, of the Borrowers Borrower and the Administrative Agent and with the payment of a without paying any processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion)therefor, assign all or any portion of its right to receive payment with respect to any Advance Loan to the Granting Lender and (2ii) disclose on a confidential basis any non-public information relating to its funding of Advances Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee Guarantee or credit or liquidity enhancement to such SPC.

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers Borrower (an “SPC”) the option to provide all or any part of any Advance Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any AdvanceLoan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such AdvanceLoan, the Granting Lender shall be obligated to make such Advance Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.15(e2.13(c)(ii). Each party hereto hereby agrees that (Ai) 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 the Borrower under this Agreement (including its obligations under Section 2.133.04), (Bii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (Ciii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of an Advance a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance Loan were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (1) with notice to, but without prior consent of, the Borrowers and the Administrative Agent and with the payment of a processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion), assign all or any portion of its right to receive payment with respect to any Advance to the Granting Lender and (2) disclose on a confidential basis any non73 4847-public information relating to its funding of Advances to any rating agency, commercial paper dealer or provider of any surety or guarantee or credit or liquidity enhancement to such SPC.1285-6953 v.7

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers Borrower (an “SPC”) the option to provide all or any part of any Advance Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any AdvanceLoan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such AdvanceLoan, the Granting Lender shall be obligated to make such Advance Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.15(e2.10(b)(ii). Each party hereto hereby agrees that (Ai) neither an SPC shall be entitled to the grant benefit of Sections 3.01 and 3.04 (subject to any SPC nor the exercise by any SPC requirements and the limitations of such option shall increase Sections) to the costs or expenses or otherwise increase or change the obligations of any Borrower under this Agreement (including same extent as if it were a Lender and had acquired its obligations under interest by assignment pursuant to Section 2.1310.06(b), but an SPC shall not be entitled to receive any greater payment under Sections 3.01 or 3.04 than the applicable Lender would have been entitled to receive with respect to such grant, (Bii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, liable and (Ciii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of an Advance a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance Loan were made by such Granting Lender. In furtherance of the foregoing, each Lender party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (1i) with notice to, but without prior consent of, the Borrowers Borrower and the Administrative Agent and with the payment of a processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion)2,500, assign all or any portion of its right to receive payment with respect to any Advance Loan to the Granting Lender and (2ii) disclose on a confidential basis in accordance with Section 10.07 any non-public information relating to its funding of Advances Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee or credit or liquidity enhancement to such SPC.