Common use of Additional Tranche 2 Commitments Clause in Contracts

Additional Tranche 2 Commitments. (a) The Parent Borrower shall have the right at any time and from time to time after the Effective Date and prior to the Commitment Expiration Date to request (so long as no Default or Event of Default is then in existence or would result therefrom) on one or more occasions that one or more Tranche 2 Lenders (and/or one or more other Persons which will become Tranche 2 Lenders as provided pursuant to clause (vi) below) provide Additional Tranche 2 Commitments (and, in connection therewith, to increase the Aggregate Multicurrency Letter of Credit Limit and the Fronted Letter of Credit Limit by, in each case, a ratable amount with respect thereto) and, subject to the applicable terms and conditions contained in this Agreement and the relevant Additional Tranche 2 Commitment Agreement, make Revolving Loans and issue Tranche 2 Letters of Credit; it being understood and agreed, however, that (i) no Tranche 2 Lender shall be obligated to provide an Additional Tranche 2 Commitment as a result of any request by the Parent Borrower, (ii) until such time, if any, as (x) such Tranche 2 Lender has agreed in its sole discretion to provide an Additional Tranche 2 Commitment and executed and delivered to the Administrative Agent an Additional Tranche 2 Commitment Agreement in respect thereof as provided in Section 1.16(b) and (y) such other conditions set forth in Section 1.16(b) shall have been satisfied, such Tranche 2 Lender shall not be obligated to fund any Revolving Loans, or issue any Tranche 2 Letters of Credit, in excess of the amounts provided for in Section 1.01 or 2B.01, as the case may be, before giving effect to such Additional Tranche 2 Commitments provided pursuant to this Section 1.16, (iii) any Tranche 2 Lender (and/or one or more other Persons which will become Tranche 2 Lenders as provided pursuant to clause (vi) below) may so provide an Additional Tranche 2 Commitment without the consent of any other Tranche 2 Lender (it being understood and agreed that the consent of the Administrative Agent, the Issuing Agent and each Issuing Lender (such consent, in either case, not to be unreasonably withheld or delayed) shall be required if any such Additional Tranche 2 Commitments are to be provided by a Person which is not already a Tranche 2 Lender or if any such Additional Tranche 2 Commitments increase the Fronted Letter of Credit Limit), (iv) (x) each provision of Additional Tranche 2 Commitments on a given date pursuant to this Section 1.16 shall be in a minimum aggregate amount (for all Tranche 2 Lenders (including, in the circumstances contemplated by clause (vi) below, banks or other financial institutions who will become Tranche 2 Lenders)) of at least $1,000,000 and (y) the aggregate amount of Additional Tranche 2 Commitments provided pursuant to this Section 1.16 shall not exceed $350,000,000, less any Additional Tranche 1 Commitments, (v) the up-front fees payable to any Person providing an Additional Tranche 2 Commitment in accordance with this Section 1.16 shall be as set forth in the relevant Additional Tranche 2 Commitment Agreement, (vi) if, on or after the tenth Business Day following the request by the Parent Borrower of the then existing Tranche 2 Lenders (other than Defaulting Lenders) to provide Additional Tranche 2 Commitments pursuant to this Section 1.16 on the terms to be applicable thereto, the Parent Borrower has not received Additional Tranche 2 Commitments in an aggregate amount equal to that amount of the Additional Tranche 2 Commitments which the Parent Borrower desires to obtain pursuant to such request (as set forth in the notice provided by the Parent Borrower to the Administrative Agent as provided above), then the Parent Borrower may request Additional Tranche 2 Commitments from other Lenders and/or other NAIC approved banks or financial institutions (unless otherwise agreed by the Parent Borrower and the Administrative Agent) in aggregate amount equal to such deficiency on terms which are no more favorable to such other bank or financial institution in any respect than the terms offered to the existing Tranche 2 Lenders, and (vii) all actions taken by the Parent Borrower pursuant to this Section 1.16 shall be done in coordination with the Administrative Agent. (b) At the time of any provision of Additional Tranche 2 Commitments pursuant to this Section 1.16, (i) the Parent Borrower, each Designated Subsidiary Borrower, the Administrative Agent and each such Tranche 2 Lender or other bank or financial institution which agrees to provide an Additional Tranche 2 Commitment (each, an “Additional Tranche 2 Lender”) shall execute and deliver to the Administrative Agent an Additional Tranche 2 Commitment Agreement substantially in the form of Exhibit I-2, subject to such modifications in form and substance reasonably satisfactory to the Administrative Agent as may be necessary or appropriate (with the effectiveness of such Additional Tranche 2 Lender’s Additional Tranche 2 Commitment to occur upon delivery of such Additional Tranche 2 Commitment Agreement to the Administrative Agent, the payment of any fees required in connection therewith and the satisfaction of the other conditions in this Section 1.16 to the reasonable satisfaction of the Administrative Agent), (ii) the Parent Borrower shall, in coordination with the Administrative Agent, repay all outstanding Revolving Loans of the Lenders, and incur additional Revolving Loans from other Tranche 2 Lenders in each case so that the Tranche 2 Lenders participate in each Borrowing pro rata on the basis of their respective Tranche 2 Commitments (after giving effect to any increase in the Total Tranche 2 Commitment pursuant to this Section 1.16) and with the Parent Borrower being obligated to pay the respective Tranche 2 Lenders the costs of the type referred to in Section 1.11 in connection with any such repayment and/or Borrowing, (iii) all of the outstanding Tranche 2 Non-Fronted Letters of Credit shall have been returned by each respective beneficiary to the Issuing Agent and shall either have been cancelled and/or exchanged for new or amended Tranche 2 Non-Fronted Letters of Credit which give effect to such Additional Tranche 2 Commitment, (iv) if such Additional Tranche 2 Lender is issuing Letters of Credit for the account of a U.S. Borrower or U.S. Borrowers, such Additional Tranche 2 Lender shall provide to such U.S. Borrower or U.S. Borrowers the appropriate Internal Revenue Service forms (and, if applicable a Section 4.04(b)(ii) Certificate) described in Section 4.04(b), (v) the Parent Borrower and each Designated Subsidiary Borrower shall deliver to the Administrative Agent resolutions authorizing the incurrence of the Obligations to be incurred pursuant to each Additional Tranche 2 Commitment, together with evidence of good standing of the Parent Borrower and each such Designated Subsidiary Borrower (if requested) in the case of Designated Subsidiary Borrowers organized under the laws of the United States or any State thereof, or any other jurisdiction where the concept of “good standing” is applicable, and (vi) the Parent Borrower shall deliver to the Administrative Agent an opinion, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Parent Borrower reasonably satisfactory to the Administrative Agent and dated such date, covering such matters similar to those set forth in the opinions of counsel delivered to the Lenders on the Effective Date pursuant to Section 5.01(b) and such other matters as the Administrative Agent may reasonably request. The Administrative Agent shall promptly notify each Tranche 2 Lender as to the occurrence of each Additional Tranche 2 Commitment Date, and (w) on each such date, the Total Tranche 2 Commitment under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Additional Tranche 2 Commitments, (x) on each such date Annex I shall be deemed modified to reflect the revised Tranche 2 Commitments of the affected Tranche 2 Lenders and (y) upon surrender of any old Notes by the respective Additional Tranche 2 Lender (or, if lost, a standard lost note indemnity in form and substance reasonably satisfactory to the Parent Borrower), to the extent requested by any Additional Tranche 2 Lender, a new Note will be issued, at the Parent Borrower’s expense, to such Additional Tranche 2 Lender, to be in conformity with the requirements of Section 1.05 (with appropriate modifications) to the extent needed to reflect the revised Tranche 2 Commitment of such Tranche 2 Lender.

Additional Tranche 2 Commitments. (a) The Parent Borrower Tranche 2/3 Borrowers shall have the right at any time and from time to time after the Effective Date and prior to the Commitment Expiration Date to request (so long as no Default of Event or Event of Default is then in existence or would result therefrom) on one or more occasions that one or more Tranche 2 Lenders (and/or one or more other Persons which will become Tranche 2 Lenders as provided pursuant to clause (vi) below) provide Additional Tranche 2 Commitments (and, in connection therewith, to increase the Aggregate Multicurrency Letter of Credit Limit and the Fronted Letter of Credit Limit by, in each case, a ratable amount with respect thereto) and, subject to the applicable terms and conditions contained in this Agreement and the relevant Additional Tranche 2 Commitment Agreement, make Revolving Tranche 2 Loans and issue Tranche 2 Letters of Credit; it being understood and agreed, however, that (i) no Tranche 2 Lender shall be obligated to provide an Additional Tranche 2 Commitment as a result of any request by the Parent BorrowerTranche 2/3 Borrowers, (ii) until such time, if any, as (x) such Tranche 2 Lender has agreed in its sole discretion to provide an Additional Tranche 2 Commitment and executed and delivered to the Administrative Agent an Additional Tranche 2 Commitment Agreement in respect thereof as provided in Section 1.16(b2.20(b) and (y) such other conditions set forth in Section 1.16(b2.20(b) shall have been satisfied, such Tranche 2 Lender shall not be obligated to fund any Revolving Tranche 2 Loans, or issue any Tranche 2 Letters of Credit, in excess of the amounts provided for in Section 1.01 2.01(a) or 2B.013B.01, as the case may be, before giving effect to such Additional Tranche 2 Commitments provided pursuant to this Section 1.162.20, (iii) any Tranche 2 Lender (and/or one or more other Persons which will become Tranche 2 Lenders as provided pursuant to clause (vi) below) may so provide an Additional Tranche 2 Commitment without the consent of any other Tranche 2 Lender (it being understood and agreed that the consent of the Administrative Agent, Agent and the Issuing Agent and each Issuing Lender (such consent, consent (in either case, ) not to be unreasonably withheld or delayed) shall be required if any such Additional Tranche 2 Commitments are to be provided by a Person which is not already a Tranche 2 Lender or if any such Additional Tranche 2 Commitments increase the Fronted Letter of Credit LimitLender), (iv) (x) each provision of Additional Tranche 2 Commitments on a given date pursuant to this Section 1.16 2.20 shall be in a minimum aggregate amount (for all Tranche 2 Lenders (including, in the circumstances contemplated by clause (vi) below, banks or other financial institutions who will become Tranche 2 Lenders)) of at least $1,000,000 and (y) the aggregate amount of Additional Tranche 2 Commitments provided pursuant to this Section 1.16 2.20, when added to the Additional Tranche 3 Commitments provided pursuant to Section 2.21, shall not exceed $350,000,000, less any Additional Tranche 1 Commitments50,000,000, (v) the up-front fees payable to any Person providing an Additional Tranche 2 Commitment in accordance with this Section 1.16 2.20 shall be as set forth in the relevant Additional Tranche 2 Commitment Agreement, (vi) if, on or after the tenth Business Day following the request by the Parent Borrower Tranche 2/3 Borrowers of the then existing Tranche 2 Lenders (other than Defaulting Lenders) to provide Additional Tranche 2 Commitments pursuant to this Section 1.16 2.20 on the terms to be applicable thereto, the Parent Borrower has Tranche 2/3 Borrowers have not received Additional Tranche 2 Commitments in an aggregate amount equal to that amount of the Additional Tranche 2 Commitments which the Parent Borrower desires Tranche 2/3 Borrowers desire to obtain pursuant to such request (as set forth in the notice provided by the Parent Borrower Tranche 2/3 Borrowers to the Administrative Agent as provided above), then the Parent Borrower Tranche 2/3 Borrowers may request Additional Tranche 2 Commitments from other Lenders and/or other NAIC approved banks or financial institutions (unless otherwise agreed by the Parent Borrower Tranche 2/3 Borrowers and the Administrative Agent) in an aggregate amount equal to such deficiency on terms which are no more favorable to such other bank or financial institution in any respect than the terms offered to the existing Tranche 2 Lenders, and (vii) all actions taken by the Parent Borrower Tranche 2/3 Borrowers pursuant to this Section 1.16 2.20 shall be done in coordination with the Administrative Agent. (b) At the time of any provision of Additional Tranche 2 Commitments pursuant to this Section 1.162.20, (i) the Parent Borrower, each Designated Subsidiary Tranche 2/3 Borrower, the Administrative Agent Agent, the Guarantor and each such Tranche 2 Lender or other bank or financial institution which agrees to provide an Additional Tranche 2 Commitment (each, an “Additional Tranche 2 Lender”) shall execute and deliver to the Administrative Agent an Additional Tranche 2 Commitment Agreement substantially in the form of Exhibit I-2, subject to such modifications in form and substance reasonably satisfactory to the Administrative Agent as may be necessary or appropriate (with the effectiveness of such Additional Tranche 2 Lender’s Additional Tranche 2 Commitment to occur upon delivery of such Additional Tranche 2 Commitment Agreement to the Administrative Agent, the payment of any fees required in connection therewith and the satisfaction of the other conditions in this Section 1.16 2.20 to the reasonable satisfaction of the Administrative Agent), (ii) the Parent Borrower Tranche 2/3 Borrowers shall, in coordination with the Administrative Agent, repay all outstanding Revolving Loans of the Lenders, and incur additional Revolving new Loans from other Tranche 2 the Lenders in each case so that each of the Tranche 2 Lenders participate in each Borrowing pro rata on the basis of their respective Tranche 2 Commitments (after giving effect to any increase in the Total Tranche 2 Commitment pursuant to this Section 1.162.20) and with the Parent Borrower Tranche 2/3 Borrowers being obligated to pay the respective Tranche 2 Lenders the costs of the type referred to in Section 1.11 2.15 in connection with any such repayment and/or Borrowing, (iii) all of the outstanding Tranche 2 Non-Fronted Letters of Credit shall have been returned by each respective beneficiary to the Issuing Agent and shall either have been cancelled and/or exchanged for new or amended Tranche 2 Non-Fronted Letters of Credit which give effect to such Additional Tranche 2 Commitment, (iv) if such Additional Tranche 2 Lender is not a United States person (as such term is defined in Section 7701(a)(3) of the Code) for U.S. Federal income tax purposes and such Additional Tranche 2 Lender is issuing Letters of Credit for the account of a U.S. Borrower or U.S. Borrowers, such Additional Tranche 2 Lender shall provide to such U.S. Borrower or U.S. Borrowers the appropriate Internal Revenue Service forms (and, if applicable a Section 4.04(b)(ii) Certificate) documentation described in Section 4.04(b)2.16, (v) the Parent Borrower and each Designated Subsidiary Borrower Tranche 2/3 Borrowers shall deliver to the Administrative Agent resolutions authorizing the incurrence of the Obligations to be incurred pursuant to each Additional Tranche 2 Commitment, together with evidence of good standing of the Parent Borrower and each such Designated Subsidiary Borrower Tranche 2/3 Borrowers (if requested) in the case of Designated Subsidiary Tranche 2/3 Borrowers organized under the laws of the United States or any State thereof, or any other jurisdiction where the concept of “good standing” is applicable, and (vi) the Parent Borrower Tranche 2/3 Borrowers shall deliver to the Administrative Agent an opinion, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Parent Borrower Tranche 2/3 Borrowers reasonably satisfactory to the Administrative Agent and dated such date, covering such matters similar to those set forth in the opinions of counsel delivered to the Lenders on the Effective Date pursuant to Section 5.01(b) and such other matters as the Administrative Agent may reasonably request. The Administrative Agent shall promptly notify each Tranche 2 Lender and Tranche 3 Lender as to the occurrence of each Additional Tranche 2 Commitment Date, and (w) on each such date, the Total Tranche 2 Commitment under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Additional Tranche 2 Commitments, (x) on each such date Annex I Schedule 2.01 shall be deemed modified to reflect the revised Tranche 2 Commitments of the affected Tranche 2 Lenders and (y) upon surrender of any old Tranche 2 Notes by the respective Additional Tranche 2 Lender (or, if lost, a standard lost note indemnity in form and substance reasonably satisfactory to the Parent respective Tranche 2/3 Borrower), to the extent requested by any Additional Tranche 2 Lender, a new Tranche 2 Note will be issued, at the Parent respective Tranche 2/3 Borrower’s expense, to such Additional Tranche 2 Lender, to be in conformity with the requirements of Section 1.05 2.09(e) (with appropriate modifications) to the extent needed to reflect the revised Tranche 2 Commitment of such Tranche 2 Lender.

Additional Tranche 2 Commitments. (a) The Parent Borrower shall have the right at any time and from time to time after the Effective Date and prior to the Commitment Expiration Date to request (so long as no Default or Event of Default is then in existence or would result therefrom) on one or more occasions that one or more Tranche 2 Lenders (and/or one or more other Persons which will become Tranche 2 Lenders as provided pursuant to clause (vi) below) provide Additional Tranche 2 Commitments (and, in connection therewith, to increase the Aggregate Multicurrency Letter of Credit Limit and the Fronted Letter of Credit Limit by, in each case, a ratable amount with respect thereto) and, subject to the applicable terms and conditions contained in this Agreement and the relevant Additional Tranche 2 Commitment Agreement, make Tranche 2 Revolving Loans and issue Tranche 2 Letters of Credit; it being understood and agreed, however, that (i) no Tranche 2 Lender shall be obligated to provide an Additional Tranche 2 Commitment as a result of any request by the Parent Borrower, (ii) until such time, if any, as (x) such Tranche 2 Lender has agreed in its sole discretion to provide an Additional Tranche 2 Commitment and executed and delivered to the Administrative Agent an Additional Tranche 2 Commitment Agreement in respect thereof as provided in Section 1.16(b) and (y) such other conditions set forth in Section 1.16(b) shall have been satisfied, such Tranche 2 Lender shall not be obligated to fund any Tranche 2 Revolving Loans, or issue any Tranche 2 Letters of Credit, in excess of the amounts provided for in Section 1.01 1.01(b) or 2B.01, as the case may be, before giving effect to such Additional Tranche 2 Commitments provided pursuant to this Section 1.16, (iii) any Tranche 2 Lender (and/or one or more other Persons which will become Tranche 2 Lenders as provided pursuant to clause (vi) below) may so provide an Additional Tranche 2 Commitment without the consent of any other Tranche 2 Lender (it being understood and agreed that the consent of the Administrative Agent, Agent and the Issuing Agent and each Issuing Lender (such consent, in either case, not to be unreasonably withheld or delayed) shall be required if any such Additional Tranche 2 Commitments are to be provided by a Person which is not already a Tranche 2 Lender or if any such Additional Tranche 2 Commitments increase the Fronted Letter of Credit Limit), (iv) (x) each provision of Additional Tranche 2 Commitments on a given date pursuant to this Section 1.16 shall be in a minimum aggregate amount (for all Tranche 2 Lenders (including, in the circumstances contemplated by clause (vi) below, banks or other financial institutions who will become Tranche 2 Lenders)) of at least $1,000,000 and (y) the aggregate amount of Additional Tranche 2 Commitments provided pursuant to this Section 1.16 shall not exceed $350,000,000500,000,000, less any Additional Tranche 1 Commitments, (v) the up-front fees payable to any Person providing an Additional Tranche 2 Commitment in accordance with this Section 1.16 shall be as set forth in the relevant Additional Tranche 2 Commitment Agreement, (vi) if, on or after the tenth Business Day following the request by the Parent Borrower of the then existing Tranche 2 Lenders (other than Defaulting Lenders) to provide Additional Tranche 2 Commitments pursuant to this Section 1.16 on the terms to be applicable thereto, the Parent Borrower has not received Additional Tranche 2 Commitments in an aggregate amount equal to that amount of the Additional Tranche 2 Commitments which the Parent Borrower desires to obtain pursuant to such request (as set forth in the notice provided by the Parent Borrower to the Administrative Agent as provided above), then the Parent Borrower may request Additional Tranche 2 Commitments from other Lenders and/or other NAIC approved banks or financial institutions (unless otherwise agreed by the Parent Borrower and the Administrative Agent) in aggregate amount equal to such deficiency on terms which are no more favorable to such other bank or financial institution in any respect than the terms offered to the existing Tranche 2 Lenders, and (vii) all actions taken by the Parent Borrower pursuant to this Section 1.16 shall be done in coordination with the Administrative Agent. (b) At the time of any provision of Additional Tranche 2 Commitments pursuant to this Section 1.16, (i) the Parent Borrower, each Designated Subsidiary Borrower, the Administrative Agent and each such Tranche 2 Lender or other bank or financial institution which agrees to provide an Additional Tranche 2 Commitment (each, an “Additional Tranche 2 Lender”) shall execute and deliver to the Administrative Agent an Additional Tranche 2 Commitment Agreement substantially in the form of Exhibit I-2, subject to such modifications in form and substance reasonably satisfactory to the Administrative Agent as may be necessary or appropriate (with the effectiveness of such Additional Tranche 2 Lender’s Additional Tranche 2 Commitment to occur upon delivery of such Additional Tranche 2 Commitment Agreement to the Administrative Agent, the payment of any fees required in connection therewith and the satisfaction of the other conditions in this Section 1.16 to the reasonable satisfaction of the Administrative Agent), (ii) the Parent Borrower shall, in coordination with the Administrative Agent, repay all outstanding Revolving Loans of the Lenders, and incur additional Revolving Loans from other Tranche 2 Lenders in each case so that the Tranche 2 Lenders participate in each Borrowing pro rata on the basis of their respective Tranche 2 Commitments (after giving effect to any increase in the Total Tranche 2 Commitment pursuant to this Section 1.16) and with the Parent Borrower being obligated to pay the respective Tranche 2 Lenders the costs of the type referred to in Section 1.11 in connection with any such repayment and/or Borrowing, (iii) all of the outstanding Tranche 2 Non-Fronted Letters of Credit shall have been returned by each respective beneficiary to the Issuing Agent and shall either have been cancelled and/or exchanged for new or amended Tranche 2 Non-Fronted Letters of Credit which give effect to such Additional Tranche 2 Commitment, (iv) if such Additional Tranche 2 Lender is issuing Letters of Credit for the account of a U.S. Borrower or U.S. Borrowers, such Additional Tranche 2 Lender shall provide to such U.S. Borrower or U.S. Borrowers the appropriate Internal Revenue Service forms (and, if applicable a Section 4.04(b)(ii) Certificate) described in Section 4.04(b), (v) the Parent Borrower and each Designated Subsidiary Borrower shall deliver to the Administrative Agent resolutions authorizing the incurrence of the Obligations to be incurred pursuant to each Additional Tranche 2 Commitment, together with evidence of good standing of the Parent Borrower and each such Designated Subsidiary Borrower (if requested) in the case of Designated Subsidiary Borrowers organized under the laws of the United States or any State thereof, or any other jurisdiction where the concept of “good standing” is applicable, and (vi) the Parent Borrower shall deliver to the Administrative Agent an opinion, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Parent Borrower reasonably satisfactory to the Administrative Agent and dated such date, covering such matters similar to those set forth in the opinions of counsel delivered to the Lenders on the Effective Date pursuant to Section 5.01(b) and such other matters as the Administrative Agent may reasonably request. The Administrative Agent shall promptly notify each Tranche 2 Lender as to the occurrence of each Additional Tranche 2 Commitment Date, and (w) on each such date, the Total Tranche 2 Commitment under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Additional Tranche 2 Commitments, (x) on each such date Annex I shall be deemed modified to reflect the revised Tranche 2 Commitments of the affected Tranche 2 Lenders and (y) upon surrender of any old Notes by the respective Additional Tranche 2 Lender (or, if lost, a standard lost note indemnity in form and substance reasonably satisfactory to the Parent Borrower), to the extent requested by any Additional Tranche 2 Lender, a new Note will be issued, at the Parent Borrower’s expense, to such Additional Tranche 2 Lender, to be in conformity with the requirements of Section 1.05 (with appropriate modifications) to the extent needed to reflect the revised Tranche 2 Commitment of such Tranche 2 Lender.Section

Additional Tranche 2 Commitments. (a) The Parent Borrower shall have the right at any time and from time to time after the Effective Date and prior to the Commitment Expiration Date to request (so long as no Default or Event of Default is then in existence or would result therefrom) on one or more occasions that one or more Tranche 2 Lenders (and/or one or more other Persons which will become Tranche 2 Lenders as provided pursuant to clause (vi) below) provide Additional Tranche 2 Commitments (and, in connection therewith, to increase the Aggregate Multicurrency Letter of Credit Limit and the Fronted Letter of Credit Limit by, in each case, a ratable amount with respect thereto) and, subject to the applicable terms and conditions contained in this Agreement and the relevant Additional Tranche 2 Commitment Agreement, make Tranche 2 Revolving Loans and issue Tranche 2 Letters of Credit; it being understood and agreed, however, that (i) no Tranche 2 Lender shall be obligated to provide an Back to Contents Additional Tranche 2 Commitment as a result of any request by the Parent Borrower, (ii) until such time, if any, as (x) such Tranche 2 Lender has agreed in its sole discretion to provide an Additional Tranche 2 Commitment and executed and delivered to the Administrative Agent an Additional Tranche 2 Commitment Agreement in respect thereof as provided in Section 1.16(b) and (y) such other conditions set forth in Section 1.16(b) shall have been satisfied, such Tranche 2 Lender shall not be obligated to fund any Tranche 2 Revolving Loans, or issue any Tranche 2 Letters of Credit, in excess of the amounts provided for in Section 1.01 1.01(b) or 2B.01, as the case may be, before giving effect to such Additional Tranche 2 Commitments provided pursuant to this Section 1.16, (iii) any Tranche 2 Lender (and/or one or more other Persons which will become Tranche 2 Lenders as provided pursuant to clause (vi) below) may so provide an Additional Tranche 2 Commitment without the consent of any other Tranche 2 Lender (it being understood and agreed that the consent of the Administrative Agent, Agent and the Issuing Agent and each Issuing Lender (such consent, consent (in either case, ) not to be unreasonably withheld or delayed) shall be required if any such Additional Tranche 2 Commitments are to be provided by a Person which is not already a Tranche 2 Lender or if any such Additional Tranche 2 Commitments increase the Fronted Letter of Credit LimitLender), (iv) (x) each provision of Additional Tranche 2 Commitments on a given date pursuant to this Section 1.16 shall be in a minimum aggregate amount (for all Tranche 2 Lenders (including, in the circumstances contemplated by clause (vi) below, banks or other financial institutions who will become Tranche 2 Lenders)) of at least $1,000,000 and (y) the aggregate amount of Additional Tranche 2 Commitments provided pursuant to this Section 1.16 shall not exceed $350,000,000, less any Additional Tranche 1 Commitments50,000,000, (v) the up-front fees payable to any Person providing an Additional Tranche 2 Commitment in accordance with this Section 1.16 shall be as set forth in the relevant Additional Tranche 2 Commitment Agreement, (vi) if, on or after the tenth Business Day following the request by the Parent Borrower of the then existing Tranche 2 Lenders (other than Defaulting Lenders) to provide Additional Tranche 2 Commitments pursuant to this Section 1.16 on the terms to be applicable thereto, the Parent Borrower has not received Additional Tranche 2 Commitments in an aggregate amount equal to that amount of the Additional Tranche 2 Commitments which the Parent Borrower desires to obtain pursuant to such request (as set forth in the notice provided by the Parent Borrower to the Administrative Agent as provided above), then the Parent Borrower may request Additional Tranche 2 Commitments from other Lenders and/or other NAIC approved banks or financial institutions (unless otherwise agreed by the Parent Borrower and the Administrative Agent) in aggregate amount equal to such deficiency on terms which are no more favorable to such other bank or financial institution in any respect than the terms offered to the existing Tranche 2 Lenders, and (vii) all actions taken by the Parent Borrower pursuant to this Section 1.16 shall be done in coordination with the Administrative Agent. (b) At the time of any provision of Additional Tranche 2 Commitments pursuant to this Section 1.16, (i) the Parent Borrower, each Designated Subsidiary Borrower, the Administrative Agent and each such Tranche 2 Lender or other bank or financial institution which agrees to provide an Additional Tranche 2 Commitment (each, an “Additional Tranche 2 Lender”) shall execute and deliver to the Administrative Agent an Additional Tranche 2 Commitment Agreement substantially in the form of Exhibit I-2J-2, subject to such modifications in form and substance reasonably satisfactory to the Administrative Agent as may be necessary or appropriate (with the effectiveness of such Additional Tranche 2 Lender’s Additional Tranche 2 Commitment to occur upon delivery of such Additional Tranche 2 Commitment Agreement to the Administrative Agent, the payment of any fees required in connection therewith and the satisfaction of the other conditions in this Section 1.16 to the reasonable satisfaction of the Back to Contents Administrative Agent), (ii) the Parent Borrower shall, in coordination with the Administrative Agent, repay all outstanding Tranche 2 Revolving Loans of the Lenders, and incur additional Tranche 2 Revolving Loans from other Tranche 2 Lenders in each case so that the Tranche 2 Lenders participate in each Borrowing pro rata on the basis of their respective Tranche 2 Commitments (after giving effect to any increase in the Total Tranche 2 Commitment pursuant to this Section 1.16) and with the Parent Borrower being obligated to pay the respective Tranche 2 Lenders the costs of the type referred to in Section 1.11 in connection with any such repayment and/or Borrowing, (iii) all of the outstanding Tranche 2 Non-Fronted Letters of Credit shall have been returned by each respective beneficiary to the Issuing Agent and shall either have been cancelled and/or exchanged for new or amended Tranche 2 Non-Fronted Letters of Credit which give effect to such Additional Tranche 2 Commitment, (iv) if such Additional Tranche 2 Lender is not a United States person (as such term is defined in Section 7701(a)(3) of the Code) for U.S. Federal income tax purposes and such Additional Tranche 2 Lender is issuing Letters of Credit for the account of a U.S. Borrower or U.S. Borrowers, such Additional Tranche 2 Lender shall provide to such U.S. Borrower or U.S. Borrowers the appropriate Internal Revenue Service forms (and, if applicable a Section 4.04(b)(ii) Certificate) described in Section 4.04(b), (v) the Parent Borrower and each Designated Subsidiary Borrower shall deliver to the Administrative Agent resolutions authorizing the incurrence of the Obligations to be incurred pursuant to each Additional Tranche 2 Commitment, together with evidence of good standing of the Parent Borrower and each such Designated Subsidiary Borrower (if requested) in the case of Designated Subsidiary Borrowers organized under the laws of the United States or any State thereof, or any other jurisdiction where the concept of “good standing” is applicable, and (vi) the Parent Borrower shall deliver to the Administrative Agent an opinion, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Parent Borrower reasonably satisfactory to the Administrative Agent and dated such date, covering such matters similar to those set forth in the opinions of counsel delivered to the Lenders on the Effective Date pursuant to Section 5.01(b) and such other matters as the Administrative Agent may reasonably request. The Administrative Agent shall promptly notify each Tranche 2 Lender as to the occurrence of each Additional Tranche 2 Commitment Date, and (w) on each such date, the Total Tranche 2 Commitment under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Additional Tranche 2 Commitments, (x) on each such date Annex I shall be deemed modified to reflect the revised Tranche 2 Commitments of the affected Tranche 2 Lenders and (y) upon surrender of any old Tranche 2 Notes by the respective Additional Tranche 2 Lender (or, if lost, a standard lost note indemnity in form and substance reasonably satisfactory to the Parent Borrower), to the extent requested by any Additional Tranche 2 Lender, a new Tranche 2 Note will be issued, at the Parent Borrower’s expense, to such Additional Tranche 2 Lender, to be in conformity with the requirements of Section 1.05 (with appropriate modifications) to the extent needed to reflect the revised Tranche 2 Commitment of such Tranche 2 Lender.