Common use of Special Purpose Vehicles Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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