Special Purposes Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (an “SPC”) 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 all or any part of any Loan that such Granting Lender would otherwise be obligated to make; provided that # nothing herein shall constitute a commitment to make any Loan by any SPC, # if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall, subject to the terms of this Agreement, make such Loan pursuant to the terms hereof, # 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 # 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 SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by the Granting Lender.

Special Purposes Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (an “SPC”) 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 all or any part of any Loan that such Granting Lender would otherwise be obligated to make; provided that # nothing herein shall constitute a commitment to make any Loan by any SPC, # if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall, subject to the terms of this Agreement, make such Loan pursuant to the terms hereof, # 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 # 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 1">Issuing Bank, 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 SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by the Granting Lender.

Special Purposes Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (an “SPC”) 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 all or any part of any Loan that such Granting Lender would otherwise be obligated to make; provided that # nothing herein shall constitute a commitment to make any Loan by any SPC, # if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall, subject to the terms of this Agreement, make such Loan pursuant to the terms hereof, # 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 # 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 1">its SPC. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by the Granting Lender.

Special Purposes Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (an “SPC”) 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 all or any part of any Loan that such Granting Lender would otherwise be obligated to make; provided that # nothing herein shall constitute a commitment to make any Loan by any SPC, # if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall, subject to the terms of this Agreement, make such Loan pursuant to the terms hereof, # 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 # 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 rights1"> 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 SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by the Granting Lender.

Special 1">Purposes1">Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle 3">(an “SPC”) 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 5">Borrower,5">Borrower (an “SPC”) the option to provide all or any part of any Loan that such Granting Lender would otherwise be obligated to 7">make;7">make pursuant to this Agreement; provided that # nothing herein shall constitute a commitment 9">to make any Loan by any 11">SPC,11">SPC to fund any Loan, and # if an SPC elects not to exercise such option or otherwise fails to 13">provide13">make all or any part of such Loan, the Granting Lender 15">shall, subject15">shall be obligated to17"> the terms of this Agreement, make such Loan pursuant to the terms 19">hereof, #19">hereof or, if it fails to do so, to make such payment to the 21">rights21">Administrative Agent as is required under [Section 2.12(b)(i)]. Subject to the provisions of 23">any such SPC shall be derivative of23">this [subsection (g)], the 25">rights of the Granting Lender, and such SPC shall be subject to all of the restrictions upon the Granting Lender herein contained, and # no25">Loan Parties agree that each SPC shall be entitled to the benefits of 27">[Sections 2.14] (or27">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 # of this Section. Each party hereto hereby agrees that # neither the grant to any 29">other increased29">SPC nor the exercise by any SPC of such option shall increase the costs 31">protection provision)31">or expenses or otherwise increase or change the obligations of the Borrower under this Agreement (including its obligations under Section 3.04), 33">2.15 or 2.16. Each33"># no SPC shall be 35">conclusively presumed to have made arrangements with its Granting35">liable for any indemnity or similar payment obligation under this Agreement for which a Lender 37">for the exercise of voting37">would be liable, and 39">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 with39"># the Granting Lender 41">with respect to Loans made by41">shall for all purposes, including the approval of any amendment, waiver or 43">through its SPC.43">other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of a Loan by an SPC hereunder shall utilize the45"> Revolving Credit Commitment of the Granting Lender to the same extent, and as if, such Loan were made by 47">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 # with notice to, but without prior consent of the Borrower and the Administrative Agent, assign all or any portion of its right to receive payment with respect to any Loan to the Granting 49">Lender.49">Lender and # disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety or guaranty or credit or liquidity enhancement to such SPC.

Special 1">Purposes1">Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle 3">(an “SPC”) 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 5">Borrower,5">Borrower (an “SPC”) the option to provide all or any part of any Loan that such Granting Lender would otherwise be obligated to 7">make;7">make pursuant to this Agreement; provided that # nothing herein shall constitute a commitment 9">to make any Loan by any 11">SPC,11">SPC to fund any Loan, and # if an SPC elects not to exercise such option or otherwise fails to 13">provide13">make all or any part of such Loan, the Granting Lender 15">shall, subject15">shall be obligated to17"> the terms of this Agreement, make such Loan pursuant to the terms 19">hereof,19">hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under [Section 2.12(b)(ii)]. Each party hereto hereby agrees that # 21">neither the 23">rights23">grant to any SPC nor the exercise by any SPC of 25">any such 27">SPC27">option shall 29">be derivative29">increase the costs or expenses or otherwise increase or change the obligations of the 31">rights of the Granting Lender, and such SPC shall be subject to all of the restrictions upon the Granting Lender herein contained, and31">Borrower under this Agreement (including its obligations under Section 3.04), # no SPC shall be 33">entitled to the benefits of [Sections 2.14] (or33">liable for any 35">other increased costs protection provision), 2.1535">indemnity or 37">2.16. Each SPC shall37">similar payment obligation under this Agreement for which a Lender would be 39">conclusively presumed to have made arrangements with its Granting Lender for the exercise of voting39">liable, and 41">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 with41"># the Granting Lender 43">with respect to Loans made by43">shall for all purposes, including the approval of any amendment, waiver or 45">through its SPC.45">other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of a Loan by an SPC hereunder shall utilize the47"> applicable Commitment of the Granting Lender to the same extent, and as if, such Loan were made by 49">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 # with notice to, but without prior consent of the Borrower and the Administrative Agent and without paying any processing fee therefor, assign all or any portion of its right to receive payment with respect to any Loan to the Granting 51">Lender.51">Lender and # disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety or Guarantee or credit or liquidity enhancement to such SPC.

Special 1">Purposes1">Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle 3">(an “SPC”) 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 5">Borrower,5">Borrower (an “SPC”) the option to provide all or any part of any Loan that such Granting Lender would otherwise be obligated to 7">make;7">make pursuant to this Agreement; provided that # nothing herein shall constitute a commitment 9">to make any Loan by any 11">SPC,11">SPC to fund any Loan, and # if an SPC elects not to exercise such option or otherwise fails to 13">provide13">make all or any part of such Loan, the Granting Lender 15">shall, subject15">shall be obligated to17"> the terms of this Agreement, make such Loan pursuant to the terms 19">hereof,19">hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under [Section 2.12(b)(ii)]. Each party hereto hereby agrees that # 21">neither the 23">rights23">grant to any SPC nor the exercise by any SPC of 25">any such 27">SPC27">option shall 29">be derivative29">increase the costs or expenses or otherwise increase or change the obligations of the 31">rights of the Granting Lender, and such SPC shall be subject to all of the restrictions upon the Granting Lender herein contained, and31">Borrower under this Agreement (including its obligations under [Section 3.04]), # no SPC shall be 33">entitled to the benefits of [Sections 2.14] (or33">liable for any 35">other increased costs protection provision), 2.1535">indemnity or 37">2.16. Each SPC shall37">similar payment obligation under this Agreement for which a Lender would be 39">conclusively presumed to have made arrangements with its Granting Lender for the exercise of voting39">liable, and 41">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 with41"># the Granting Lender 43">with respect to Loans made by43">shall for all purposes, including the approval of any amendment, waiver or 45">through its SPC.45">other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of a Loan by an SPC hereunder shall utilize the47"> applicable Commitment of the Granting Lender to the same extent, and as if, such Loan were made by 49">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 # with notice to, but without prior consent of the Borrower and the Administrative Agent and without paying any processing fee therefor, assign all or any portion of its right to receive payment with respect to any Loan to the Granting 51">Lender.51">Lender and # disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety or Guarantee or credit or liquidity enhancement to such SPC.

Special 1">Purposes1">Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) 3">may3">may, subject to the requirements of [clause ([[Company:Organization]]) of this Section 11.06], grant to a special purpose funding vehicle5"> (an “SPC”) 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 7">Borrower,7">Borrowers (an “SPC”) the option to provide all or any part of any Loan that such Granting Lender would otherwise be obligated to 9">make;9">make pursuant to this Agreement; provided that # nothing herein shall constitute a commitment 11">to make any Loan by any 13">SPC,13">SPC to fund any Loan, # such SPC and the applicable Loan or any applicable part thereof shall be appropriately reflected in a Participant Register and # if an SPC elects not to exercise such option or otherwise fails to 15">provide15">make all or any part of such Loan, the Granting Lender 17">shall, subject17">shall be obligated to19"> the terms of this Agreement, make such Loan pursuant to the terms 21">hereof,21">hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.11(b[[Company:Organization]](ii[[Company:Organization]]. Except as provided below in this Section 11.06(h[[Company:Organization]], each party hereto hereby agrees that # 23">neither the 25">rights25">grant to any SPC nor the exercise by any SPC of 27">any such 29">SPC29">option shall 31">be derivative31">increase the costs or expenses or otherwise increase or change the obligations of the 33">rights of the Granting Lender,33">Borrowers under this Agreement (including its obligations under Section 3.01 and 35">such SPC shall be subject to all of the restrictions upon the Granting Lender herein contained, and35">Section 3.04[[Company:Organization]], # no SPC shall be 37">entitled to the benefits of [Sections 2.14] (or37">liable for any 39">other increased costs protection provision), 2.1539">indemnity or 41">2.16. Each SPC shall41">similar payment obligation under this Agreement for which a Lender would be 43">conclusively presumed to have made arrangements with its Granting Lender for the exercise of voting43">liable, and 45">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 with45"># the Granting Lender 47">with respect to Loans made by47">shall for all purposes, including the approval of any amendment, waiver or 49">through its SPC.49">other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by 51">such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement[[Company:Organization]] 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 # 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[[Company:Organization]], assign all or any portion of its right to receive payment with respect to any Loan to the Granting 53">Lender and # disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety or Guaranty or credit or liquidity enhancement to such SPC. Each SPC shall be entitled to the benefits of Sections 3.01, 3.04, 11.04(a[[Company:Organization]] and 11.04(b[[Company:Organization]] and this Section 11.06 to the same extent as if it were a Lender.

Special 1">Purposes1">Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle 3">(an “SPC”) 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 5">Borrower,5">Company (an “SPC”) the option to provide all or any part of any Loan that such Granting Lender would otherwise be obligated to 7">make;7">make pursuant to this Agreement; provided that # nothing herein shall constitute a commitment 9">to make any Loan by any 11">SPC,11">SPC to fund any Loan, and # if an SPC elects not to exercise such option or otherwise fails to 13">provide13">make all or any part of such Loan, the Granting Lender 15">shall, subject15">shall be obligated to17"> the terms of this Agreement, make such Loan pursuant to the terms 19">hereof,19">hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under [Section 2.12(b)(ii)]. Each party hereto hereby agrees that # 21">neither the 23">rights23">grant to any SPC nor the exercise by any SPC of 25">any such 27">SPC27">option shall 29">be derivative29">increase the costs or expenses or otherwise increase or change the obligations of the 31">rights of the Granting Lender, and such SPC shall be subject to all of the restrictions upon the Granting Lender herein contained, and31">Borrowers under this Agreement (including its obligations under Section 3.04), # no SPC shall be 33">entitled to the benefits of [Sections 2.14] (or33">liable for any 35">other increased costs protection provision), 2.1535">indemnity or 37">2.16. Each SPC shall37">similar payment obligation under this Agreement for which a Lender would be 39">conclusively presumed to have made arrangements with its Granting Lender for the exercise of voting39">liable, and 41">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 with41"># the Granting Lender 43">with respect to Loans made by43">shall for all purposes, including the approval of any amendment, waiver or 45">through its SPC.45">other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by 47">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 # with notice to, but without prior consent of the 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 Loan to the Granting 49">Lender.49">Lender and # disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety or Guarantee or credit or liquidity enhancement to such SPC.

0">Special Purposes Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle 2">(an “SPC”) 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 4">the Borrower,4">Borrower (an “SPC”) the option to provide all or any part of any Loan that such Granting Lender would otherwise be obligated to 6">make;6">make pursuant to this Agreement; provided that # nothing herein shall constitute a commitment 8">by any SPC to 10">make10">fund any Loan 12">by any SPC,12">and # if an SPC elects not to exercise such option or otherwise fails to 14">provide14">make all or any part of such Loan, the Granting Lender 16">shall, subject16">shall be obligated to18"> the terms of this Agreement, make such Loan pursuant to the terms 20">hereof,20">hereof. Each party hereto hereby agrees that # 22">neither the 24">rights24">grant to any SPC nor the exercise by any SPC of 26">any such 28">SPC28">option shall 30">be derivative30">increase the costs or expenses or otherwise increase or change the obligations of 32">the rights of the Granting Lender, and such SPC shall be subject to all of the restrictions upon the Granting Lender herein contained, and32">Borrower under this Agreement (including its obligations under Section 3.01, 3.04 or 3.055]), # no SPC shall be 34">entitled to the benefits of [Sections 2.14] (or34">liable for any 36">other increased costs protection provision), 2.1536">indemnity or 38">2.16. Each SPC38">similar payment obligation under this Agreement for which a Lender would be liable and such liability shall 40">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 solely40">remain with the Granting 42">Lender, and # the Granting Lender 44">with respect to Loans made by44">shall for all purposes, including the approval of any amendment, waiver or 46">through its SPC.46">other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by 48">such Granting Lender. Notwithstanding anything to the contrary contained herein, any SPC may # with notice to, but without prior consent of Borrower and the Administrative Agent, assign all or any portion of its right to receive payment with respect to any Loan to the Granting 50">Lender.50">Lender and # disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety or Guaranty Obligation or credit or liquidity enhancement to such SPC.

Special 1">Purposes1">Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle 3">(an “SPC”) 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 5">Borrower,5">Borrower (an “SPC”) the option to provide all or any part of any 7">Committed Loan that such Granting Lender would otherwise be obligated to 9">make;9">make pursuant to this Agreement; provided that # nothing herein shall constitute a commitment 11">to make any Loan by any 13">SPC,13">SPC to fund any Committed Loan, and # if an SPC elects not to exercise such option or otherwise fails to 15">provide15">make all or any part of such 17">Committed Loan, the Granting Lender 19">shall, subject19">shall be obligated to 21">the terms of this Agreement, make such23"> Committed Loan pursuant to the terms 25">hereof,25">hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under [Section 2.12(b)(ii)]. Each party hereto hereby agrees that # 27">neither the 29">rights29">grant to any SPC nor the exercise by any SPC of 31">any such 33">SPC33">option shall 35">be derivative35">increase the costs or expenses or otherwise increase or change the obligations of the 37">rights of the Granting Lender, and such SPC shall be subject to all of the restrictions upon the Granting Lender herein contained, and37">Borrower under this Agreement (including its obligations under [Section 3.04]), # no SPC shall be 39">entitled to the benefits of [Sections 2.14] (or39">liable for any 41">other increased costs protection provision), 2.1541">indemnity or 43">2.16. Each SPC shall43">similar payment obligation under this Agreement for which a Lender would be 45">conclusively presumed to have made arrangements with its Granting Lender for the exercise of voting45">liable, and 47">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 with47"># the Granting Lender 49">with respect to Loans made by49">shall for all purposes, including the approval of any amendment, waiver or 51">through its SPC.51">other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of a53"> Committed Loan by an SPC hereunder shall utilize the55"> Revolving Credit Commitment of the Granting Lender to the same extent, and as if, such 57">Committed Loan were made by 59">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 # with notice to, but without prior consent of the 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 Committed Loan to the Granting 61">Lender.61">Lender and # disclose on a confidential basis any non-public information relating to its funding of Committed Loans to any rating agency, commercial paper dealer or provider of any surety or Guarantee or credit or liquidity enhancement to such SPC.