Common use of Additional Revolving Loan Commitments Clause in Contracts

Additional Revolving Loan Commitments. (a) So long as no Default or Event of Default then exists or would result therefrom, the Borrower shall have the right after the Closing Date and on or prior to 180 days prior to the Maturity Date, and upon at least five (5) Business Days prior written notice to the Administrative Agent (which shall promptly notify each of the Lenders), to request that one or more Lenders (and/or one or more other Persons which will become Lenders as provided below) provide Additional Revolving Loan Commitments and, subject to the applicable terms and conditions contained in this Agreement, make Revolving Loans pursuant thereto; it being understood and agreed, however, that (i) no Lender shall be obligated to provide an Additional Revolving Loan Commitment as a result of any such request by the Borrower, (ii) until such time, if any, as (x) such Lender has agreed in its sole discretion to provide an Additional Revolving Loan Commitment and executed and delivered to the Administrative Agent an Additional Revolving Loan Commitment Agreement in respect thereof as provided in clause (b) of this Section 2.8 , and (y) such Additional Revolving Loan Commitment Agreement has become effective, such Lender shall not be obligated to fund any Revolving Loans in excess of its Revolving Loan Commitment as in effect prior to giving effect to such Additional Revolving Loan Commitment provided pursuant to this Section 2.8, (iii) any Lender (or, in the circumstances contemplated by clause (vi) below, any other Person which will qualify as an Eligible Assignee) may so provide an Additional Revolving Loan Commitment without the consent of any other Lender, (iv) each provision of Additional Revolving Loan Commitments on a given date pursuant to this Section 2.8 shall be in a minimum aggregate amount (for all Lenders (including, in the circumstances contemplated by clause (vi) below, Eligible Assignees who will become Lenders)) of at least $5,000,000 and in integral multiples of $1,000,000 in excess thereof, (v) the aggregate amount of all Additional Revolving Loan Commitments permitted to be provided pursuant to this Section 2.8 shall not cause the Aggregate Commitment to exceed Five Hundred Million Dollars ($500,000,000), (vi) if after the Borrower has requested the then existing Lenders (other than Defaulting Lenders) to provide Additional Revolving Loan Commitments pursuant to this Section 2.8, the Borrower has not received Additional Revolving Loan Commitments in an aggregate amount equal to that amount of the Additional Revolving Loan Commitments which the Borrower desires to obtain pursuant to such request (as set forth in the notice provided by the Borrower as provided below) then the Borrower may request Additional Revolving Loan Commitments from Persons reasonably acceptable to the Administrative Agent and the Issuer which would qualify as Eligible Assignees hereunder in an aggregate amount equal to such deficiency on terms which are no more favorable to such Eligible Assignee in any respect than the terms offered to the Lenders, provided that any such Additional Revolving Loan Commitments provided by any such Eligible Assignee which is not already a Lender shall be in a minimum amount (for such Eligible Assignee) of at least $5,000,000.

Additional Revolving Loan Commitments. (a) So long as no Default or Event of Default then exists or would result therefrom, the U.S. Borrower shall have the right at any time and from time to time after the Closing Effective Date and on or prior to 180 30 days prior to the Maturity Date, and upon at least five (5) 15 Business Days prior written notice to the Administrative Agent (which shall promptly notify each of the Lenders), to request on up to four occasions that one or more Lenders (and/or one or more other Persons which will become Lenders as provided belowin clause (vii) below (a “New Lender”)) provide Additional Revolving Loan Commitments (which may in the case of Canadian Lenders (or, in the circumstances contemplated by clause (vii) below, any other Person that becomes a Canadian Lender (a “New Canadian Lender”)) include a Canadian Dollar Revolving Loan Sub-Commitment) and, subject to the applicable terms and conditions contained in this Agreement, make Dollar Revolving Loans or Canadian Revolving Loans, as the case may be, pursuant thereto; , it being understood and agreed, however, that (i) no Lender shall be obligated to provide an Additional Revolving Loan Commitment as a result of any such request by the U.S. Borrower, (ii) until such time, if any, as (x) such Lender has agreed in its sole discretion to provide an Additional Revolving Loan Commitment and executed and delivered to the Administrative Agent an Additional Revolving Loan Commitment Agreement in respect thereof as provided in clause (bSection 2.16(b) of this Section 2.8 , and (y) such Additional Revolving Loan Commitment Agreement has become effective, such Lender shall not be obligated to fund any Revolving Loans in excess of its Revolving Loan Commitment as in effect prior to giving effect to such Additional Revolving Loan Commitment Commitments provided pursuant to this Section 2.82.16, (iii) any Lender (or, in the circumstances contemplated by clause (vi) below, any other Person which will qualify as an Eligible Assignee) or New Lender may so provide an Additional Revolving Loan Commitment (and any Canadian Lender or any New Canadian Lender may so provide a Canadian Revolving Loan Sub-Commitment) without the consent of any other LenderLender but with the prior consent of the Administrative Agent (which consent shall not be unreasonably withheld), (iv) each provision of Additional Revolving Loan Commitments on a given date pursuant to this Section 2.8 2.16 shall be in a minimum aggregate amount (for all Lenders (including, in the circumstances contemplated by clause (vi) below, Eligible Assignees who will become New Lenders)) of at least $5,000,000 10,000,000 and in integral multiples of $1,000,000 in excess thereof, (v) the aggregate amount of all Additional Revolving Loan Commitments permitted to be provided pursuant to this Section 2.8 2.16 shall not cause the Aggregate Commitment to exceed Five Hundred Million Dollars ($500,000,000)100,000,000, (vi) if the fees payable to any Lender (including any New Lender) providing an Additional Revolving Loan Commitment shall be as set forth in the relevant Additional Revolving Loan Commitment Agreement, (vii) if, after the U.S. Borrower has requested the then existing Lenders (other than Defaulting Lenders) to provide Additional Revolving Loan Commitments pursuant to this Section 2.82.16, the U.S. Borrower has not received Additional Revolving Loan Commitments in an aggregate amount equal to that amount of the Additional Revolving Loan Commitments which the U.S. Borrower desires to obtain pursuant to such request (as set forth in the notice provided by the U.S. Borrower to the Administrative Agent as provided below) above), then the U.S. Borrower may request Additional Revolving Loan Commitments (including additional Canadian Dollar Revolving Loan Sub-Commitments) from Persons reasonably acceptable to the Administrative Agent and the Issuer which would qualify as Eligible Assignees Transferees hereunder (or from Persons who qualify as a Canadian Lender in the case of the Canadian Dollar Revolving Loan Sub-Commitment) in an aggregate amount equal to such deficiency on terms which are no more favorable to such Eligible Assignee Transferee (or other Person qualifying as a Canadian Lender) in any respect than the terms offered to the Lenders, provided that any such Additional Revolving Loan Commitments provided by any such Eligible Assignee Transferee (or other Person qualifying as a Canadian Lender) which is not already a Lender shall be in a minimum amount (for such Eligible AssigneeTransferee) of at least $5,000,00010,000,000, and (viii) all actions taken by the U.S. Borrower pursuant to this Section 2.16 shall be done in coordination with the Administrative Agent.

Additional Revolving Loan Commitments. (a) So long as no Default or Event of Default then exists or would result therefrom, the U.S. Borrower shall have the right at any time and from time to time after the Closing Effective Date and on or prior to 180 30 days prior to the initial Maturity Date (or, if extended pursuant to Section 2.04, 60 days prior to the Maturity DateDate (as extended)), and upon at least five (5) 15 Business Days prior written notice to the Administrative Agent (which shall promptly notify each of the Lenders), to request on up to five occasions (including those on which requests are made pursuant to Section 2.16(d)) that one or more Lenders (and/or one or more other Persons which will become Lenders as provided belowin clause (vii) below (a “New Lender”)) provide Additional Revolving Loan Commitments (which may in the case of Canadian Lenders (or, in the circumstances contemplated by clause (vii) below, any other Person that becomes a Canadian Lender (a “New Canadian Lender”)) include a Canadian Dollar Revolving Loan Sub-Commitment and with respect to Alternate Currency RL Lenders may include related Additional Alternate Currency Revolving Loan Sub-Commitments with respect to one or more Alternate Currency Revolving Loan Sub-Tranches) and, subject to the applicable terms and conditions contained in this Agreement, make Revolving Loans pursuant thereto; , it being understood and agreed, however, that (i) no Lender shall be obligated to provide an Additional Revolving Loan Commitment (or a related Additional Alternate Currency Revolving Loan Sub-Commitment) as a result of any such request by the U.S. Borrower, (ii) until such time, if any, as (x) such Lender has agreed in its sole discretion to provide an Additional Revolving Loan Commitment (and any related Additional Alternate Currency Revolving Loan Sub-Commitment) and executed and delivered to the Administrative Agent an Additional Revolving Loan Commitment Agreement in respect thereof as provided in clause (bSection 2.16(b) of this Section 2.8 , and (y) such Additional Revolving Loan Commitment Agreement has become effective, and (y) the other conditions set forth in Section 2.16(b) shall have been satisfied, such Lender shall not be obligated to fund any Revolving Loans in excess of its Revolving Loan Commitment (or any Alternate Currency Revolving Loans under a given Alternate Currency Revolving Loan Sub-Tranche in excess of its Alternate Currency Revolving Loan Sub-Commitment relating to such Alternate Currency Revolving Loan Sub-Tranche), in each case as in effect prior to giving effect to such Additional Revolving Loan Commitment (and any related Additional Alternate Currency Revolving Loan Sub-Commitment) provided pursuant to this Section 2.82.16, (iii) any Lender (or, in the circumstances contemplated by clause (vi) below, any other Person which will qualify as an Eligible Assignee) or New Lender may so provide an Additional Revolving Loan Commitment (and any related Additional Alternate Currency Revolving Loan Sub-Commitment and any Canadian Lender or any New Canadian Lender may so provide a Canadian Revolving Loan Sub-Commitment) without the consent of any other LenderLender but with the prior consent of the Administrative Agent (which consent shall not be unreasonably withheld), (iv) each provision of Additional Revolving Loan Commitments (and any related Additional Alternate Currency Revolving Loan Sub-Commitment) on a given date pursuant to this Section 2.8 2.16 shall be in a minimum aggregate amount (for all Lenders (including, in the circumstances contemplated by clause (vi) below, Eligible Assignees who will become New Lenders)) of at least $5,000,000 10,000,000 and in integral multiples of $1,000,000 in excess thereof, (v) the aggregate amount of all Additional Revolving Loan Commitments Commitments, together with all Term Loans, permitted to be provided pursuant to this Section 2.8 2.16 shall not cause exceed $400,000,000, and, after giving effect to any Additional Alternate Currency Revolving Loan Subcommitments, no Alternate Currency Revolving Loan Sub-Commitment Sub-Limit shall exceed the Aggregate Commitment to exceed Five Hundred Million Dollars ($500,000,000)Maximum Alternative Currency Revolving Sub-Commitment, (vi) if the fees payable to any Lender (including any New Lender) providing an Additional Revolving Loan Commitment shall be as set forth in the relevant Additional Revolving Loan Commitment Agreement, (vii) if, after the U.S. Borrower has requested the then existing Lenders (other than Defaulting Lenders) to provide Additional Revolving Loan Commitments (and any related Additional Alternate Currency Revolving Loan Sub-Commitment) pursuant to this Section 2.82.16, the U.S. Borrower has not received Additional Revolving Loan Commitments (and any related Additional Alternate Currency Revolving Loan Sub-Commitment) in an aggregate amount equal to that amount of the Additional Revolving Loan Commitments (and any related Additional Alternate Currency Revolving Loan Sub-Commitment) which the U.S. Borrower desires to obtain pursuant to such request (as set forth in the notice provided by the U.S. Borrower to the Administrative Agent as provided below) above), then the U.S. Borrower may request Additional Revolving Loan Commitments (and any related Additional Alternate Currency Revolving Loan Sub-Commitment) from Persons reasonably acceptable to the Administrative Agent and the Issuer which would qualify as Eligible Assignees Transferees hereunder (or from Persons who qualify as a Canadian Lender in the case of the Canadian Dollar Revolving Loan Sub-Commitment) in an aggregate amount equal to such deficiency on terms which are no more favorable to such Eligible Assignee Transferee (or other Person qualifying as a Canadian Lender) in any respect than the terms offered to the Lenders, provided that any such Additional Revolving Loan Commitments (and any related Additional Alternate Currency Revolving Loan Sub-Commitment) provided by any such Eligible Assignee Transferee (or other Person qualifying as a Canadian Lender) which is not already a Lender shall be in a minimum amount (for such Eligible AssigneeTransferee) of at least $5,000,00010,000,000, and (viii) all actions taken by the U.S. Borrower pursuant to this Section 2.16 shall be done in coordination with the Administrative Agent.

Additional Revolving Loan Commitments. (a) So long as no Default or Event of Default then exists or would result therefrom, the Borrower shall have the right after at any time and from time to time, with the Closing Date and on or prior to 180 days prior to the Maturity Date, and upon at least five (5) Business Days prior written notice to consent of the Administrative Agent (which consent shall promptly notify each of the Lendersnot be unreasonably withheld), to request that one or more Lenders (and/or one or more other Persons which will become Lenders as provided below) provide Additional Revolving Loan Commitments and, subject to the applicable terms and conditions contained in this Agreement, make Revolving Loans pursuant thereto; it being understood and agreed, however, that (i) no Lender shall be obligated to provide an Additional Revolving Loan Commitment as a result of any such request by the Borrower, (ii) until such time, if any, as (x) such Lender has agreed in its sole discretion to provide an Additional Revolving Loan Commitment and executed and delivered to the Administrative Agent an Additional Revolving Loan Commitment Agreement in respect thereof as provided in clause (bSection 1.14(b) of this Section 2.8 , and (y) such Additional Revolving Loan Commitment Agreement has become effectiveeffective in accordance with its terms, such Lender shall not be obligated to fund any Revolving Loans in excess of its Revolving Loan Commitment as in effect prior to giving effect to such Additional Revolving Loan Commitment provided pursuant to this Section 2.81.14, (iii) any Lender (or, in the circumstances contemplated by clause (vivii) below, any other Person which will qualify as an Eligible AssigneeTransferee) may so provide an Additional Revolving Loan Commitment without the consent of any other LenderLender but with the prior consent of the Administrative Agent (which consent shall not be unreasonably withheld), (iv) each provision of Additional Revolving Loan Commitments on a given date pursuant to this Section 2.8 1.14 shall be in a minimum aggregate amount (for all Lenders (including, in the circumstances contemplated by clause (vivii) below, Eligible Assignees Transferees who will become Lenders)) of at least $5,000,000 and in integral multiples of $1,000,000 in excess thereof, (v) the aggregate amount of all Additional Revolving Loan Commitments permitted to be provided pursuant to this Section 2.8 1.14 shall not cause the Aggregate Commitment to exceed Five Hundred Million Dollars ($500,000,000)30,000,000, (vi) if the fees payable to any Lender (including, in the circumstances contemplated by clause (vii) below, any Eligible Transferee who will become a Lender) providing an Additional Revolving Loan Commitment shall be as set forth in the relevant Additional Revolving Loan Commitment Agreement and as approved by the Administrative Agent (which approval shall not be unreasonably withheld), (vii) if, after the Borrower has requested the then existing Lenders (other than Defaulting Lenders) to provide Additional Revolving Loan Commitments pursuant to this Section 2.81.14 on the terms to be applicable thereto, the Borrower has not received Additional Revolving Loan Commitments in an aggregate amount equal to that amount of the Additional Revolving Loan Commitments which the Borrower desires to obtain pursuant to such request (as set forth in the notice provided by the Borrower to the Administrative Agent as provided below) above), then the Borrower may request Additional Revolving Loan Commitments from Persons reasonably acceptable to the Administrative Agent and the Issuer which would qualify as Eligible Assignees Transferees hereunder in an aggregate amount equal to such deficiency on terms which are no more favorable to such Eligible Assignee Transferee in any respect than the terms offered to the then existing Lenders, provided that any such Additional Revolving Loan Commitments provided by any such Eligible Assignee Transferee which is not already a Lender shall be in a minimum amount (for such Eligible AssigneeTransferee) of at least $5,000,0002,500,000, (viii) all Revolving Loans made pursuant to such Additional Revolving Loan Commitments (and all interest, fees and other amounts payable thereon) shall be Obligations under this Agreement and the other applicable Credit Documents and shall be secured by the Security Documents, and guaranteed under the Subsidiaries Guaranty, on the basis provided in the respective Credit Documents, and (ix) all actions taken by the Borrower pursuant to this Section 1.14(a) shall be done in coordination with the Administrative Agent.

Additional Revolving Loan Commitments. (a) So If at any time after the Effective Date each Lender consents to this subsection 2.1A(iii), so long as no Default or Event of Default then exists or would result therefrom, Potential Event of Default has occurred and is continuing and the Borrower shall have Consolidated Borrowing Base is not less than the right Revolving Loan Commitments after the Closing Date and on or prior to 180 days prior giving effect to the Maturity Dateproposed increase, and upon at least five (5) Business Days prior written Borrower may, by notice to the Administrative Agent (which shall promptly notify each of Agent, request that, on the Lenders), to request that one or more Lenders (and/or one or more other Persons which will become Lenders as provided below) provide Additional Revolving Loan Commitments and, terms and subject to the applicable terms and conditions contained in this Agreement, make the Lenders and/or other financial institutions not then a party to this Agreement that are approved by the Agent (which approval shall not be unreasonably withheld) provide additional Revolving Loans pursuant theretoLoan Commitments; it being understood and agreed, however, provided that (i1) no Lender shall be obligated to provide an Additional such additional Revolving Loan Commitment as a result Commitments shall not exceed an aggregate amount of any such request by the Borrower, $75,000,000 and (ii2) until such time, if any, as (x) such Lender has agreed in its sole discretion Borrower shall deliver to provide an Additional Revolving Loan Commitment and executed and delivered to the Administrative Agent an Additional Revolving Loan Commitment Agreement in respect thereof Officer’s Certificate (a) detailing all Indebtedness (including, without limitation, Indebtedness under this Agreement) which Borrower has classified as provided in being incurred pursuant to clause (1) of paragraph (b) of Section 4.03 of the Senior Subordinated Note Indenture, (b) specifying the manner in which Borrower intends to classify the increase in Indebtedness being requested by Borrower pursuant to this Section 2.8 subsection 2.1A(iii), which classification shall be satisfactory in form and substance to Agent, and (yc) covenanting that, upon approval by Agent of any such Additional classification, Borrower will not thereafter change the classification of any such item of Indebtedness under this Agreement without the prior approval of Agent. Upon receipt of such notice, Agent shall use commercially reasonable efforts to arrange for the Lenders or other financial institutions acceptable to Agent to provide such additional Revolving Loan Commitments. Nothing contained in this subsection 2.1A(iii) or otherwise in this Agreement is intended to commit any Lender or Agent to provide any portion of any such additional Revolving Loan Commitments. If and to the extent that any Lenders and/or other financial institutions agree, in their sole discretion, to provide any such additional Revolving Loan Commitments, (a) any such financial institution not then a party to this Agreement shall execute a counterpart signature page to this Agreement and deliver originally executed copies of such signature page to Borrower and Agent, (b) the Revolving Loan Commitment Agreement has become effective, such Lender amount shall not be obligated to fund any Revolving Loans in excess increased by the amount of its Revolving Loan Commitment as in effect prior to giving effect to such Additional Revolving Loan Commitment provided pursuant to this Section 2.8, (iii) any Lender (or, in the circumstances contemplated by clause (vi) below, any other Person which will qualify as an Eligible Assignee) may so provide an Additional Revolving Loan Commitment without the consent of any other Lender, (iv) each provision of Additional additional Revolving Loan Commitments on a given date pursuant agreed to this Section 2.8 shall be in a minimum aggregate amount (for all Lenders (including, in the circumstances contemplated by clause (vi) below, Eligible Assignees who will become Lenders)) of at least $5,000,000 and in integral multiples of $1,000,000 in excess thereofso provided, (vc) the aggregate amount Pro Rata Shares of all Additional the respective Lenders in respect of the Revolving Loan Commitments permitted shall be proportionally adjusted, (d) at such time and in such manner as Borrower and Agent shall agree (it being understood that Borrower and Agent will use all commercially reasonable efforts to be provided pursuant avoid the prepayment or assignment of any Eurodollar Rate Loan on a day other than the last day of the Interest Period applicable thereto), the Lenders shall assign and assume outstanding Revolving Loans and participations in outstanding Letters of Credit so as to this Section 2.8 shall not cause the Aggregate Commitment amount of such Revolving Loans and participations in Letters of Credit held by each Lender to exceed Five Hundred Million Dollars ($500,000,000), (vi) if after conform to the Borrower has requested respective percentages of the then existing Lenders (other than Defaulting Lenders) to provide Additional applicable Revolving Loan Commitments pursuant of the Lenders and (e) Borrower shall execute and deliver any additional Notes or other amendments or modifications to this Section 2.8, the Borrower has not received Additional Revolving Agreement or any other Loan Commitments in an aggregate amount equal to that amount of the Additional Revolving Loan Commitments which the Borrower desires to obtain pursuant to such request (Document as set forth in the notice provided by the Borrower as provided below) then the Borrower Agent may request Additional Revolving Loan Commitments from Persons reasonably acceptable to the Administrative Agent and the Issuer which would qualify as Eligible Assignees hereunder in an aggregate amount equal to such deficiency on terms which are no more favorable to such Eligible Assignee in any respect than the terms offered to the Lenders, provided that any such Additional Revolving Loan Commitments provided by any such Eligible Assignee which is not already a Lender shall be in a minimum amount (for such Eligible Assignee) of at least $5,000,000request.

Additional Revolving Loan Commitments. (a) So long as no Default or Event of Default then exists or would result therefrom, the U.S. Borrower shall have the right at any time and from time to time after the Closing Effective Date and on or prior to 180 30 days prior to the Maturity Date, and upon at least five (5) 15 Business Days prior written notice to the Administrative Agent (which shall promptly notify each of the Lenders), to request on up to four occasions that one or more Lenders (and/or one or more other Persons which will become Lenders as provided below) provide Additional Revolving Loan Commitments and, subject to the applicable terms and conditions contained in this Agreement, make Dollar Revolving Loans pursuant thereto; , it being understood and agreed, however, that (i) no Lender shall be obligated to provide an Additional Revolving Loan Commitment as a result of any such request by the U.S. Borrower, (ii) until such time, if any, as (x) such Lender has agreed in its sole discretion to provide an Additional Revolving Loan Commitment and executed and delivered to the Administrative Agent an Additional Revolving Loan Commitment Agreement in respect thereof as provided in clause (bSection 2.16(b) of this Section 2.8 , and (y) such Additional Revolving Loan Commitment Agreement has become effective, such Lender shall not be obligated to fund any Revolving Loans in excess of its Revolving Loan Commitment as in effect prior to giving effect to such Additional Revolving Loan Commitment Commitments provided pursuant to this Section 2.82.16, (iii) any Lender (or, in the circumstances contemplated by clause (vivii) below, any other Person which will qualify as an Eligible AssigneeTransferee) may so provide an Additional Revolving Loan Commitment without the consent of any other LenderLender but with the prior consent of the Administrative Agent (which consent shall not be unreasonably withheld), (iv) each provision of Additional Revolving Loan Commitments on a given date pursuant to this Section 2.8 2.16 shall be in a minimum aggregate amount (for all Lenders (including, in the circumstances contemplated by clause (vivii) below, Eligible Assignees Transferees who will become Lenders)) of at least $5,000,000 10,000,000 and in integral multiples of $1,000,000 in excess thereof, (v) the aggregate amount of all Additional Revolving Loan Commitments permitted to be provided pursuant to this Section 2.8 2.16 shall not cause the Aggregate Commitment to exceed Five Hundred Million Dollars ($500,000,000)100,000,000, (vi) if the fees payable to any Lender (including, in the circumstances contemplated by clause (vii) below, any Eligible Transferee who will become a Lender) providing an Additional Revolving Loan Commitment shall be as set forth in the relevant Additional Revolving Loan Commitment Agreement, (vii) if, after the U.S. Borrower has requested the then existing Lenders (other than Defaulting Lenders) to provide Additional Revolving Loan Commitments pursuant to this Section 2.82.16, the U.S. Borrower has not received Additional Revolving Loan Commitments in an aggregate amount equal to that amount of the Additional Revolving Loan Commitments which the U.S. Borrower desires to obtain pursuant to such request (as set forth in the notice provided by the U.S. Borrower to the Administrative Agent as provided below) above), then the U.S. Borrower may request Additional Revolving Loan Commitments from Persons reasonably acceptable to the Administrative Agent and the Issuer which would qualify as Eligible Assignees Transferees hereunder in an aggregate amount equal to such deficiency on terms which are no more favorable to such Eligible Assignee Transferee in any respect than the terms offered to the Lenders, provided that any such Additional Revolving Loan Commitments provided by any such Eligible Assignee Transferee which is not already a Lender shall be in a minimum amount (for such Eligible AssigneeTransferee) of at least $5,000,00010,000,000, and (viii) all actions taken by the U.S. Borrower pursuant to this Section 2.16 shall be done in coordination with the Administrative Agent.

Additional Revolving Loan Commitments. (a) So long as no Default or Event of Default then exists or would result therefrom, the The Borrower shall have the right after the Closing Date at any time and on or prior from time to 180 days prior to the Maturity Date, time and upon at least five (5) Business Days 30 days prior written notice to the Administrative Agent (which shall promptly notify each of the Lenders)Agent, to request on one or more occasions that one or more Lenders Banks (and/or one or more other Persons which will become Lenders Banks as provided below) provide Additional Revolving Loan Commitments and, subject to the applicable terms and conditions contained in this Agreement and the relevant Additional Revolving Loan Commitment Agreement, make Revolving Loans pursuant thereto; to Section 1.01(c), it being understood and agreed, however, that (i) no Lender Bank shall be obligated to provide an Additional Revolving Loan Commitment as a result of any such request by the Borrower, (ii) until such time, if any, as (x) such Lender Bank has agreed in its sole discretion to provide an Additional Revolving Loan Commitment and executed and delivered to the Administrative Agent an Additional Revolving Loan Commitment Agreement in respect thereof as provided in clause (bSection 1.14(b) of this Section 2.8 , and (y) such Additional Revolving Loan Commitment Agreement has become effectiveother conditions set forth in Section 1.14(b) shall have been satisfied, such Lender Bank shall not be obligated to fund any Revolving Loans Loans, or participate in any Letters of Credit, in excess of its Revolving Loan Commitment the amounts provided for in Section 1.01(c) or 2.03, as in effect prior to the case may be, before giving effect to such Additional Revolving Loan Commitment Commitments provided pursuant to this Section 2.81.14, (iii) any Lender Bank (or, in the circumstances contemplated by clause (vivii) below, any other Person which will qualify as an Eligible AssigneeTransferee) may so provide an Additional Revolving Loan Commitment without the consent of any other LenderBank (it being understood and agreed that the consent of the Administrative Agent and the Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be required if any such Additional Revolving Loan Commitments are to be provided by a Person which is not already a Bank), (iv) each provision of Additional Revolving Loan Commitments on a given date pursuant to this Section 2.8 1.14 shall be in a minimum aggregate amount (for all Lenders Banks (including, in the circumstances contemplated by clause (vivii) below, Eligible Assignees Transferees who will become LendersBanks)) of at least $5,000,000 and in integral multiples of $1,000,000 in excess thereof5,000,000, (v) the aggregate amount of all Additional Revolving Loan Commitments permitted to be provided pursuant to this Section 2.8 1.14 shall not cause the Aggregate Commitment to exceed Five Hundred Million Dollars ($500,000,000)10,000,000, (vi) if the up-front fees payable to any Bank providing an Additional Revolving Loan Commitment shall be as set forth in the relevant Additional Revolving Loan Commitment Agreement, (vii) if, after the Borrower has requested the then existing Lenders Banks (other than Defaulting LendersBanks) to provide Additional Revolving Loan Commitments pursuant to this Section 2.81.14 on the terms to be applicable thereto, the Borrower has not received Additional Revolving Loan Commitments in an aggregate amount equal to that amount of the Additional Revolving Loan Commitments which the Borrower desires to obtain pursuant to such request (as set forth in the notice provided by the Borrower to the Administrative Agent as provided below) above), then the Borrower may request Additional Revolving Loan Commitments from Persons reasonably acceptable to the Administrative Agent and the Issuer which would qualify as Eligible Assignees Transferees hereunder in an aggregate amount equal to such deficiency on terms which are no more favorable to such Eligible Assignee Transferee in any respect than the terms offered to the LendersBanks, provided PROVIDED that any such Additional Revolving Loan Commitments provided by any such Eligible Assignee Transferee which is not already a Lender Bank shall be in a minimum amount (for such Eligible AssigneeTransferee) of at least $5,000,0002,500,000, and (viii) all actions taken by the Borrower pursuant to this Section 1.14(a) shall be done in coordination with the Administrative Agent.

Additional Revolving Loan Commitments. (a) Section 2.8.1 So long as no Default or Event of Default then exists or would result therefrom, the Borrower shall have the right after the Closing Date and on or prior to 180 days prior to second anniversary of the Maturity Closing Date, and upon at least five ten (510) Business Days prior written notice to the Administrative Agent (which shall promptly notify each of the Lenders), to request on up to three (3) occasions that one or more Lenders (and/or one or more other Persons which will become Lenders as provided below) provide Additional Revolving Loan Commitments and, subject to the applicable terms and conditions contained in this Agreement, make Revolving Loans pursuant thereto; it being understood and agreed, however, that (i) no Lender shall be obligated to provide an Additional Revolving Loan Commitment as a result of any such request by the Borrower, (ii) until such time, if any, as (x) such Lender has agreed in its sole discretion to provide an Additional Revolving Loan Commitment and executed and delivered to the Administrative Agent an Additional Revolving Loan Commitment Agreement in respect thereof as provided in clause (b) of this Section 2.8 2.8, and (y) such Additional Revolving Loan Commitment Agreement has become effective, such Lender shall not be obligated to fund any Revolving Loans in excess of its Revolving Loan Commitment as in effect prior to giving effect to such Additional Revolving Loan Commitment provided pursuant to this Section 2.8, (iii) any Lender (or, in the circumstances contemplated by clause (vi) below, any other Person which will qualify as an Eligible Assignee) may so provide an Additional Revolving Loan Commitment without the consent of any other Lender, (iv) each provision of Additional Revolving Loan Commitments on a given date pursuant to this Section 2.8 shall be in a minimum aggregate amount (for all Lenders (including, in the circumstances contemplated by clause (vi) below, Eligible Assignees who will become Lenders)) of at least $5,000,000 and in integral multiples of $1,000,000 in excess thereof, (v) the aggregate amount of all Additional Revolving Loan Commitments permitted to be provided pursuant to this Section 2.8 shall not cause exceed the Aggregate Maximum Additional Revolving Loan Commitment to exceed Five Hundred Million Dollars ($500,000,000)Amount, (vi) if after the Borrower has requested the then existing Lenders (other than any then Defaulting Lenders) to provide Additional Revolving Loan Commitments pursuant to this Section 2.8, the Borrower has not received Additional Revolving Loan Commitments in an aggregate amount equal to that amount of the Additional Revolving Loan Commitments which the Borrower desires to obtain pursuant to such request (as set forth in the notice provided by the Borrower as provided below) then the Borrower may request Additional Revolving Loan Commitments from Persons reasonably acceptable to the Administrative Agent and the Issuer which would qualify as Eligible Assignees hereunder in an aggregate amount equal to such deficiency on terms which are no more favorable to such Eligible Assignee (including through any other agreements or understandings between Borrower and/or its Affiliates, on the one hand, and such Eligible Assignee and its Affiliates, on the other) in any respect than the terms offered to the Lenders, provided that any such Additional Revolving Loan Commitments provided by any such Eligible Assignee which is not already a Lender shall be in a minimum amount (for such Eligible Assignee) of at least $5,000,000.

Additional Revolving Loan Commitments. (a) So long as no Default or ------------------------------------- Event of Default then exists or would result therefrom, the Borrower shall have the right after the Closing Date at any time and from time to time on or prior to 180 days prior to the Maturity DateApril 30, 2003 and upon at least five (5) 15 Business Days prior written notice to the Administrative Agent (which shall promptly notify each of the LendersBanks), to request on up to five occasions that one or more Lenders Banks (and/or one or more other Persons which will become Lenders Banks as provided below) provide Additional Revolving Loan Commitments and, subject to the applicable terms and conditions contained in this Agreement, make Revolving Loans pursuant thereto; , it being understood and agreed, however, that (i) no Lender Bank shall be obligated to provide an Additional Revolving Loan Commitment as a result of any such request by the Borrower, (ii) until such time, if any, as (x) such Lender Bank has agreed in its sole discretion to provide an Additional Revolving Loan Commitment and executed and delivered to the Administrative Agent an Additional Revolving Loan Commitment Agreement in respect thereof as provided in clause (bSection 1.14(b) of this Section 2.8 , and (y) such Additional Revolving Loan Commitment Agreement has become effective, such Lender Bank shall not be obligated to fund any Revolving Loans in excess of its Revolving Loan Commitment as in effect prior to giving effect to such Additional Revolving Loan Commitment Commitments provided pursuant to this Section 2.81.14, (iii) any Lender Bank (or, in the circumstances contemplated by clause (vivii) below, any other Person which will qualify as an Eligible AssigneeTransferee) may so provide an Additional Revolving Loan Commitment without the consent of any other LenderBank but with the prior consent of the Administrative Agent (which consent shall not be unreasonably withheld), (iv) each provision of Additional Revolving Loan Commitments on a given date pursuant to this Section 2.8 1.14 shall be in a minimum aggregate amount (for all Lenders Banks (including, in the circumstances contemplated by clause (vivii) below, Eligible Assignees Transferees who will become LendersBanks)) of at least $5,000,000 25,000,000 and in integral multiples of $1,000,000 in excess thereof, (v) the aggregate amount of all Additional Revolving Loan Commitments permitted to be provided pursuant to this Section 2.8 1.14 shall not cause the Aggregate Commitment to exceed Five Hundred Million Dollars ($500,000,000)225,000,000, (vi) if the fees payable to any Bank (including, in the circumstances contemplated by clause (vii) below, any Eligible Transferee who will become a Bank) providing an Additional Revolving Loan Commitment shall be as set forth in the relevant Additional Revolving Loan Commitment Agreement, (vii) if, after the Borrower has requested the then existing Lenders Banks (other than Defaulting LendersBanks) to provide Additional Revolving Loan Commitments pursuant to this Section 2.81.14 on the terms to be applicable thereto, the Borrower has not received Additional Revolving Loan Commitments in an aggregate amount equal to that amount of the Additional Revolving Loan Commitments which the Borrower desires to obtain pursuant to such request (as set forth in the notice provided by the Borrower to the Administrative Agent as provided below) above), then the Borrower may request Additional Revolving Loan Commitments from Persons reasonably acceptable to the Administrative Agent and the Issuer which would qualify as Eligible Assignees Transferees hereunder in an aggregate amount equal to such deficiency on terms which are no more favorable to such Eligible Assignee Transferee in any respect than the terms offered to the LendersBanks, provided that any such Additional Revolving Loan Commitments provided -------- by any such Eligible Assignee Transferee which is not already a Lender Bank shall be in a minimum amount (for such Eligible AssigneeTransferee) of at least $5,000,00010,000,000, and (viii) all actions taken by the Borrower pursuant to this Section 1.14(a) shall be done in coordination with the Administrative Agent.

Additional Revolving Loan Commitments. (a) So long as no Default or Event of Default then exists or would result therefrom, the Borrower shall have the right after the Closing Date and on or prior to 180 days prior to the Maturity Date, and upon at least five fifteen (515) Business Days prior written notice to the Administrative Agent (which shall promptly notify each of the Lenders), to request on up to two (2) occasions that one or more Lenders (and/or one or more other Persons which will become Lenders as provided below) provide Additional Revolving Loan Commitments and, subject to the applicable terms and conditions contained in this Agreement, make Revolving Loans pursuant thereto; it being understood and agreed, however, that (i) no Lender shall be obligated to provide an Additional Revolving Loan Commitment as a result of any such request by the Borrower, (ii) until such time, if any, as (x) such Lender has agreed in its sole discretion to provide an Additional Revolving Loan Commitment and executed and delivered to the Administrative Agent an Additional Revolving Loan Commitment Agreement in respect thereof as provided in clause (b) of this Section 2.8 , and (y) such Additional Revolving Loan Commitment Agreement has become effective, such Lender shall not be obligated to fund any Revolving Loans in excess of its Revolving Loan Commitment as in effect prior to giving effect to such Additional Revolving Loan Commitment provided pursuant to this Section 2.8, (iii) any Lender (or, in the circumstances contemplated by clause (vi) below, any other Person which will qualify as an Eligible Assignee) may so provide an Additional Revolving Loan Commitment without the consent of any other Lender, (iv) each provision of Additional Revolving Loan Commitments on a given date pursuant to this Section 2.8 shall be in a minimum aggregate amount (for all Lenders (including, in the circumstances contemplated by clause (vi) below, Eligible Assignees who will become Lenders)) of at least $5,000,000 and in integral multiples of $1,000,000 in excess thereof, (v) the aggregate amount of all Additional Revolving Loan Commitments permitted to be provided pursuant to this Section 2.8 shall not cause exceed the Aggregate Maximum Additional Revolving Loan Commitment to exceed Five Hundred Million Dollars ($500,000,000)Amount, (vi) if after the Borrower has requested the then existing Lenders (other than Defaulting Lenders) to provide Additional Revolving Loan Commitments pursuant to this Section 2.8, the Borrower has not received Additional Revolving Loan Commitments in an aggregate amount equal to that amount of the Additional Revolving Loan Commitments which the Borrower desires to obtain pursuant to such request (as set forth in the notice provided by the Borrower as provided below) then the Borrower may request Additional Revolving Loan Commitments from Persons reasonably acceptable to the Administrative Agent and the Issuer which would qualify as Eligible Assignees hereunder in an aggregate amount equal to such deficiency on terms which are no more favorable to such Eligible Assignee in any respect than the terms offered to the Lenders, provided that any such Additional Revolving Loan Commitments provided by any such Eligible Assignee which is not already a Lender shall be in a minimum amount (for such Eligible Assignee) of at least $5,000,000.

Additional Revolving Loan Commitments. (a) So long as no Default or Event of Default then exists or would result therefrom, the Borrower shall have the right after the Closing Date and on or prior to 180 days prior to the Stated Maturity Date, and upon at least five (5) 15 Business Days prior written notice to the Administrative Agent (which shall promptly notify each of the Lenders), to request on up to two (2) occasions that one or more Lenders (and/or one or more other Persons which will become Lenders as provided below) provide Additional Revolving Loan Commitments and, subject to the applicable terms and conditions contained in this Agreement, make Revolving Loans pursuant thereto; it being understood and agreed, however, that (i) no Lender shall be obligated to provide an Additional Revolving Loan Commitment as a result of any such request by the Borrower, (ii) until such time, if any, as (x) such Lender has agreed in its sole discretion to provide an Additional Revolving Loan Commitment and executed and delivered to the Administrative Agent an Additional Revolving Loan Commitment Agreement in respect thereof as provided in clause (b) of this Section 2.8 , and (y) such Additional Revolving Loan Commitment Agreement has become effective, such Lender shall not be obligated to fund any Revolving Loans in excess of its Revolving Loan Commitment as in effect prior to giving effect to such Additional Revolving Loan Commitment provided pursuant to this Section 2.8, (iii) any Lender (or, in the circumstances contemplated by clause (vi) below, any other Person which will qualify as an Eligible Assignee) may so provide an Additional Revolving Loan Commitment without the consent of any other Lender, (iv) each provision of Additional Revolving Loan Commitments on a given date pursuant to this Section 2.8 shall be in a minimum aggregate amount (for all Lenders (including, in the circumstances contemplated by clause (vi) below, Eligible Assignees who will become Lenders)) of at least $5,000,000 and in integral multiples of $1,000,000 in excess thereof, (v) the aggregate amount of all Additional Revolving Loan Commitments permitted to be provided pursuant to this Section 2.8 shall not cause exceed the Aggregate Maximum Additional Revolving Loan Commitment to exceed Five Hundred Million Dollars ($500,000,000)Amount, (vi) if after the Borrower has requested the then existing Lenders (other than Defaulting Lenders) to provide Additional Revolving Loan Commitments pursuant to this Section 2.8, the Borrower has not received Additional Revolving Loan Commitments in an aggregate amount equal to that amount of the Additional Revolving Loan Commitments which the Borrower desires to obtain pursuant to such request (as set forth in the notice provided by the Borrower as provided below) then the Borrower may request Additional Revolving Loan Commitments from Persons reasonably acceptable to the Administrative Agent and the Issuer which would qualify as Eligible Assignees hereunder in an aggregate amount equal to such deficiency on terms which are no more favorable to such Eligible Assignee in any respect than the terms offered to the Lenders, provided that any such Additional Revolving Loan Commitments provided by any such Eligible Assignee which is not already a Lender shall be in a minimum amount (for such Eligible Assignee) of at least $5,000,000.

Additional Revolving Loan Commitments. (a) So long as no Default ------------------------------------- or Event of Default then exists or would result therefrom, the Borrower shall have the right after the Closing Date at any time and from time to time on or prior to 180 days prior to the Maturity DateJuly 31, 2003 and upon at least five (5) 10 Business Days Days' prior written notice to the Administrative Agent (which shall promptly notify each of the Lenders), to request on up to three occasions that one or more Lenders (and/or one or more other Persons which will become Lenders as provided below) provide Additional Revolving Loan Commitments and, subject to the applicable terms and conditions contained in this Agreement, make Revolving Loans pursuant thereto; , it being understood and agreed, however, that (i) no Lender shall be obligated to provide an Additional Revolving Loan Commitment as a result of any such request by the Borrower, (ii) until such time, if any, as (x) such Lender has agreed in its sole discretion to provide an Additional Revolving Loan Commitment and has executed and delivered to the Administrative Agent an Additional Revolving Loan Commitment Agreement in respect thereof as provided in clause (bSection 1.15(b) of this Section 2.8 , and (y) such Additional Revolving Loan Commitment Agreement has become effective, such Lender shall not be obligated to fund any Revolving Loans in excess of its Revolving Loan Commitment as in effect prior to giving effect to such Additional Revolving Loan Commitment provided pursuant to this Section 2.81.15, (iii) any Lender (or, in the circumstances contemplated by clause (vivii) below, any other Person which will qualify as an Eligible AssigneeTransferee) may so provide an Additional Revolving Loan Commitment without the consent of any other LenderLender but with the prior consent of the Administrative Agent (which consent shall not be unreasonably withheld), (iv) each provision of Additional Revolving Loan Commitments on a given date pursuant to this Section 2.8 1.15 shall be in a minimum aggregate amount (for all Lenders (including, in the circumstances contemplated by clause (vivii) below, Eligible Assignees Transferees who will become Lenders)) of at least $5,000,000 10,000,000 and in integral multiples of $1,000,000 in excess thereof, (v) the aggregate amount of all Additional Revolving Loan Commitments permitted to be provided pursuant to this Section 2.8 1.15 shall not cause the Aggregate Commitment to exceed Five Hundred Million Dollars ($500,000,000)75,000,000, (vi) if the fees payable to any Lender (including, in the circumstances contemplated by clause (vii) below, any Eligible Transferee who will become a Lender) providing an Additional Revolving Loan Commitment shall be as set forth in the relevant Additional Revolving Loan Commitment Agreement, (vii) if, after the Borrower has requested the then existing Lenders (other than Defaulting Lenders) to provide Additional Revolving Loan Commitments pursuant to this Section 2.81.15 on the terms to be applicable thereto, the Borrower has not received Additional Revolving Loan Commitments in an aggregate amount equal to that amount of the Additional Revolving Loan Commitments which the Borrower desires to obtain pursuant to such request (as set forth in the notice provided by the Borrower to the Administrative Agent as provided below) above), then the Borrower may request Additional Revolving Loan Commitments from Persons reasonably acceptable to the Administrative Agent and the Issuer which would qualify as Eligible Assignees Transferees hereunder in an aggregate amount equal to such deficiency on terms which are no more favorable to such Eligible Assignee Transferee in any respect than the terms offered to the Lenders, provided that any such Additional Revolving Loan Commitments -------- provided by any such Eligible Assignee Transferee which is not already a Lender shall be in a minimum amount (for such Eligible AssigneeTransferee) of at least $5,000,000, and (viii) all actions taken by the Borrower pursuant to this Section 1.15(a) shall be done in coordination with the Administrative Agent.