Common use of Credit Events Clause in Contracts

Credit Events. At the time of each Credit Event hereunder: (a) each of the representations and warranties set forth herein and in the other Loan Documents shall be and remain true and correct (or, in the case of any representation or warranty not qualified as to materiality, true and correct in all material respects) as of said time, except to the extent the same expressly relate to an earlier date (and in such case shall be true and correct (or, in the case of any representation or warranty not qualified as to materiality, true and correct in all material respects) as of such earlier date); (b) no Default or Event of Default shall have occurred and be continuing or would occur as a result of such Credit Event; and (c) in the case of a Borrowing, the Administrative Agent shall have received the Loan Notice required by Section 2.5, in the case of the issuance of any Letter of Credit, the applicable L/C Issuer shall have received a duly completed Application for such Letter of Credit together with any fees required to be paid at such time under Section 2.12, and, in the case of an extension or increase in the amount of a Letter of Credit, the applicable L/C Issuer shall have received a written request therefor in a form reasonably acceptable to such L/C Issuer together with fees required to be paid at such time under Section 2.12. Each request for a Borrowing hereunder and each request for the issuance of, increase in the amount of, or extension of the expiration date of, a Letter of Credit shall be deemed to be a representation and warranty by the Borrower on the date of such Credit Event as to the facts specified in Sections 3.1(a) through 3.1(c), both inclusive. Notwithstanding the foregoing, in the case of a Borrowing of an Incremental Term Loan the proceeds of which are to be used to finance a substantially concurrent Limited Condition Acquisition for which a LCA Election has been made, in accordance with Section 2.16, (x) clause (a) above shall be subject to the proviso set forth in clause (C) of Section 2.16(b)(i) and (y) clause (b) above shall be subject to the proviso set forth in clause (A) of Section 2.16(b)(i).

Credit Events. At The obligation of any Lender to make a Loan on the time occasion of each any Borrowing and of the LC Bank to issue a Letter of Credit Event hereunder(or to permit the extension of an Evergreen Letter of Credit) on the occasion of a request therefor by the Borrower is subject to the satisfaction of the following conditions: (a) each receipt (i) by the Agent of the representations and warranties set forth herein and in the other Loan Documents shall be and remain true and correct (ora Notice of Borrowing as required by Section 2.02, in the case of any representation a Borrowing or warranty not qualified (ii) by the LC Bank of notice as to materiality, true and correct in all material respects) as of said time, except to the extent the same expressly relate to an earlier date (and in such case shall be true and correct (orrequired by Section 2.18, in the case of any representation or warranty a Letter of Credit; (b) if the Borrowing relates to a Notice of Borrowing delivered in connection with a Term Loan, receipt by the Agent of the Term Notes duly executed by the Borrower; (c) the fact that, after giving effect to such Credit Event, the Usage shall not qualified exceed the aggregate amount of the Revolving Credit Commitment; (d) the fact that, immediately after such Credit Event, no Default shall have occurred and be continuing; (e) the fact that the representations and warranties of each Obligor contained in each Financing Document to which it is a party shall be true on and as of the date of such Borrowing (unless stated to materialityrelate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects) as of such earlier date); (bf) no Default or Event the ability of Default the Borrower to obtain bonding for new construction projects shall have occurred and be continuing or would occur as a result sufficient for the conduct of such Credit Eventthe Borrower’s business; and (cg) in the case payment by the Borrower of a Borrowing, the Administrative Agent shall have received the Loan Notice required by all amounts theretofore payable pursuant to Section 2.5, in the case 9.03 within seven days of the issuance of any Letter of Credit, the applicable L/C Issuer shall have received a duly completed Application for such Letter of Credit together with any fees required to be paid at such time under Section 2.12, and, in the case of an extension or increase in the amount of a Letter of Credit, the applicable L/C Issuer shall have received a written request therefor in a form reasonably acceptable to such L/C Issuer together with fees required to be paid at such time under Section 2.12demand. Each request for a Borrowing hereunder and each request for the issuance of, increase in the amount of, or extension of the expiration date of, a Letter of Credit shall be deemed to be a representation and warranty by the Borrower on the date of such Credit Event Borrowing as to the facts specified in Sections 3.1(a) through 3.1(cclauses (c), both inclusive. Notwithstanding the foregoing, in the case of a Borrowing of an Incremental Term Loan the proceeds of which are to be used to finance a substantially concurrent Limited Condition Acquisition for which a LCA Election has been made, in accordance with Section 2.16(d), (x) clause e), (a) above shall be subject to the proviso set forth in clause (C) of Section 2.16(b)(if) and (y) clause (b) above shall be subject to the proviso set forth in clause (Ag) of Section 2.16(b)(i)this Section.

Credit Events. At The obligation of any Bank to make a Loan on the time occasion of each any Borrowing and of the LC Bank to issue a Letter of Credit Event hereunder(or to permit the extension of an Evergreen Letter of Credit) on the occasion of a request therefor by the Borrower is subject to the satisfaction of the following conditions: (a) each receipt (i) by the Agent of the representations and warranties set forth herein and in the other Loan Documents shall be and remain true and correct (ora Notice of Borrowing as required by Section 2.02, in the case of any representation a Borrowing or warranty not qualified (ii) by the LC Bank of notice as to materiality, true and correct in all material respects) as of said time, except to the extent the same expressly relate to an earlier date (and in such case shall be true and correct (orrequired by Section 2.16, in the case of any representation or warranty not qualified as to materiality, true and correct in all material respects) as a Letter of such earlier date)Credit; (b) the fact that, after giving effect to such Credit Event, the Usage shall not exceed the aggregate amount of the Commitments; (c) the fact that, immediately after such Credit Event, no Default or Event of Default shall have occurred and be continuing or would occur as a result of such Credit Event; andcontinuing; (cd) the fact that the representations and warranties of each Obligor contained in each Financing Document to which it is a party (except, in the case of a Refunding Borrowing, the Administrative Agent representation and warranty set forth in Section 4.04(c) hereof as to any material adverse change which has theretofore been disclosed in writing by the Borrower to the Banks) shall have received the Loan Notice required by Section 2.5, in the case be true on and as of the issuance date of any Letter such Borrowing; (e) the ability of Credit, the applicable L/C Issuer Borrower to obtain bonding for new construction projects shall have received a duly completed Application for such Letter not be less than or more limited than on the Effective Date; and (f) the payment by the Borrower of Credit together with any fees required all amounts theretofore payable pursuant to be paid at such time under Section 2.12, and, in the case 9.03 within seven days of an extension or increase in the amount of a Letter of Credit, the applicable L/C Issuer shall have received a written request therefor in a form reasonably acceptable to such L/C Issuer together with fees required to be paid at such time under Section 2.12demand. Each request for a Borrowing hereunder and each request for the issuance of, increase in the amount of, or extension of the expiration date of, a Letter of Credit shall be deemed to be a representation and warranty by the Borrower on the date of such Credit Event Borrowing as to the facts specified in Sections 3.1(a) through 3.1(cclauses (b), both inclusive. Notwithstanding the foregoing, in the case of a Borrowing of an Incremental Term Loan the proceeds of which are to be used to finance a substantially concurrent Limited Condition Acquisition for which a LCA Election has been made, in accordance with Section 2.16(c), (x) clause d), (a) above shall be subject to the proviso set forth in clause (C) of Section 2.16(b)(ie) and (y) clause (b) above shall be subject to the proviso set forth in clause (Af) of Section 2.16(b)(i)this Section.

Credit Events. At The obligation of any Bridge Bank to make a Bridge Loan on the time occasion of each any Bridge Borrowing and of the Bridge LC Bank to issue a Bridge Letter of Credit Event hereunder(or to permit the extension of an Evergreen Bridge Letter of Credit) on the occasion of a request therefor by the Borrower is subject to the satisfaction of the following conditions: (a) each receipt (i) by the Agent of the representations and warranties set forth herein and in the other Loan Documents shall be and remain true and correct (ora Notice of Bridge Borrowing as required by Section 2.02, in the case of any representation a Bridge Borrowing or warranty not qualified (ii) by the Bridge LC Bank of notice as to materiality, true and correct in all material respects) as of said time, except to the extent the same expressly relate to an earlier date (and in such case shall be true and correct (orrequired by Section 2.15, in the case of any representation or warranty not qualified as to materiality, true and correct in all material respects) as a Bridge Letter of such earlier date)Credit; (b) the fact that, after giving effect to such Credit Event, the Usage shall not exceed the aggregate amount of the Bridge Commitments and the fact that the Commitments (as defined in the Credit Agreement) shall be fully utilized; (c) the fact that, immediately after such Credit Event, no Default or Event of Default shall have occurred and be continuing or would occur as a result of such Credit Event; andcontinuing; (cd) the fact that the representations and warranties of each Obligor contained in each Financing Document to which it is a party (except, in the case of a Refunding Bridge Borrowing, the Administrative representation and warranty set forth in Section 4.04(c) hereof as to any material adverse change which has theretofore been disclosed in writing by the Borrower to the Bridge Banks) shall be true on and as of the date of such Bridge Borrowing; (e) the ability of the Borrower to obtain bonding for new construction projects shall not be less than or more limited than at the date hereof; (f) the payment by the Borrower of all amounts theretofore payable pursuant to Section 8.03 within seven days of demand; (g) at any time on or after March 8, 1996, receipt by the Agent shall have received of (i) evidence of recording of the Loan Notice required Mortgages on the Mortgaged Facilities described in Items 13 and 15 in Part I of Schedule III and (ii) opinions of counsel in each jurisdiction in which the foregoing Mortgages are recorded in form and substance satisfactory to the Agent covering such matters relating thereto as the Required Bridge Banks may reasonably request; (h) at any time on or after March 28, 1996, receipt by Section 2.5the Agent of a policy of title insurance with respect to each Mortgage and Deed of Trust relating to the Mortgaged Facilities described as Items 1, 2, 3, 4, 5, 6, 9 and 13 in Part I of Schedule III, insuring the perfection, enforceability and first priority of the Lien created under such Mortgage or Deed of Trust, as the case may be, as a valid first mortgage or deed of trust Lien, as the case may be, on the Mortgaged Facilities described therein, in form and substance reasonably satisfactory to the case Agent and in the respective amounts specified in Part I of the issuance of any Letter of CreditSchedule III (with all premiums, the applicable L/C Issuer shall have received a duly completed Application for such Letter of Credit together with any expenses and fees required paid or caused to be paid at by the Borrower), each of which policies shall (i) be issued by a title company reasonably satisfactory to the Agent, (ii) have been supplemented by such time under Section 2.12endorsements as shall be reasonably requested by the Agent (including, andwithout limitation, in endorsements relating to usury, revolving credit, doing business and restrictions) and (iii) contain only such exceptions to title as shall be reasonably satisfactory to the case of an extension or increase in Agent, provided that the amount of a Letter of Credit, parties hereto agree that the applicable L/C Issuer shall have received a written request therefor in a form reasonably acceptable Permitted Liens constitute satisfactory exceptions to such L/C Issuer together with fees required to be paid at such time under Section 2.12title. Each request for a Bridge Borrowing hereunder and each request for the issuance of, increase in the amount of, or extension of the expiration date of, a Letter of Credit shall be deemed to be a representation and warranty by the Borrower on the date of such Credit Event Bridge Borrowing as to the facts specified in Sections 3.1(a) through 3.1(cclauses (b), both inclusive. Notwithstanding the foregoing, in the case of a Borrowing of an Incremental Term Loan the proceeds of which are to be used to finance a substantially concurrent Limited Condition Acquisition for which a LCA Election has been made, in accordance with Section 2.16(c), (x) clause d), (a) above shall be subject to the proviso set forth in clause (C) of Section 2.16(b)(ie) and (y) clause (b) above shall be subject to the proviso set forth in clause (Af) of Section 2.16(b)(i)this Section.

Credit Events. At The obligation of any Bank to make a Loan on the time occasion of any Borrowing and the obligation of the Issuing Bank to issue a Letter of Credit on the occasion of any request therefor are each Credit Event hereundersubject to the satisfaction of the following conditions: (a) each the fact that the Closing Date shall have occurred; (b) solely with respect to any Borrowing, receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.2 or 2.3, as the case may be; (c) solely with respect to any issuance of a Letter of Credit, receipt by the Issuing Bank, with a copy to the Administrative Agent, of a Notice of Issuance as required by Section 2.15; (d) the fact that, immediately after such Credit Event, the aggregate outstanding principal amount of the Loans plus the aggregate Letters of Credit Liabilities will not exceed the aggregate amount of the Commitments; (e) the fact that, immediately before and after such Credit Event, no Default shall have occurred and be continuing; and (f) the fact that the representations and warranties of the Borrower contained in this Agreement (except, in the case of a Refunding Borrowing, the representations and warranties set forth herein in Sections 4.4(c) and in the other Loan Documents shall be and remain true and correct (or, in the case of any representation or warranty not qualified 4.5 as to materiality, true and correct any matter which has theretofore been disclosed in all material respects) as of said time, except writing by the Borrower to the extent the same expressly relate to an earlier date (and in such case Banks) shall be true on and correct (or, in the case of any representation or warranty not qualified as to materiality, true and correct in all material respects) as of such earlier date); (b) no Default or Event of Default shall have occurred and be continuing or would occur as a result the date of such Credit Event; and (c) in the case of a Borrowing, the Administrative Agent shall have received the Loan Notice required by Section 2.5, in the case of the issuance of any Letter of Credit, the applicable L/C Issuer shall have received a duly completed Application for such Letter of Credit together with any fees required to be paid at such time under Section 2.12, and, in the case of an extension or increase in the amount of a Letter of Credit, the applicable L/C Issuer shall have received a written request therefor in a form reasonably acceptable to such L/C Issuer together with fees required to be paid at such time under Section 2.12. Each request for a Borrowing Credit Event hereunder and each request for the issuance of, increase in the amount of, or extension of the expiration date of, a Letter of Credit shall be deemed to be a representation and warranty by the Borrower on the date of such Credit Event as to the facts specified in Sections 3.1(a) through 3.1(cclauses (d), both inclusive. Notwithstanding the foregoing, in the case of a Borrowing of an Incremental Term Loan the proceeds of which are to be used to finance a substantially concurrent Limited Condition Acquisition for which a LCA Election has been made, in accordance with Section 2.16, (x) clause (a) above shall be subject to the proviso set forth in clause (C) of Section 2.16(b)(ie) and (y) clause (b) above shall be subject to the proviso set forth in clause (Af) of Section 2.16(b)(i)this Section.

Credit Events. At the time The obligations (a) of each Lender to make a Loan on the occasion of each Borrowing (except a Borrowing pursuant to Section 2.08(i) to refund outstanding Swingline Loans), (b) of an LC Issuing Bank to issue a Letter of Credit Event hereunderand of an LC Issuing Bank to sell and of each Lender to purchase each participation in a Letter of Credit as and when provided in Section 2.07, (c) of each LC Issuing Bank to extend (or allow the extension of) the expiry date of a Letter of Credit issued by it hereunder as and when provided in Section 2.07 and (d) of the Swingline Bank to make any Swingline Loan are each subject to the satisfaction of the following conditions: (ai) receipt by the Administrative Agent of notice of the relevant Credit Event as required by Section 2.02(a), 2.07(c) or 2.08(b), as the case may be; (ii) the fact that, immediately before and after such Credit Event, no Default shall have occurred and be continuing; and (iii) the fact that each of the representations and warranties set forth herein and made by the Borrower or any Guarantor in the other Loan Documents shall be and remain true and correct (or, in the case of or pursuant to any representation or warranty not qualified as Financing Document to materiality, true and correct in all material respects) as of said time, except to the extent the same expressly relate to an earlier date (and in such case which it is a party shall be true on and correct (or, in as of the case date of any representation or warranty not qualified such Credit Event as to materiality, true if made on and correct in all material respects) as of such earlier date); ; provided that those representations and warranties that speak only of a specific date shall only speak as of such specific date. Without limiting the foregoing, the obligations (bA) no Default or Event of Default each Lender to make the initial Loan on the occasion of the initial Borrowing, (B) of an LC Issuing Bank to issue the initial Letter of Credit and (C) of the Swingline Bank to make the initial Swingline Loan, whichever of the foregoing is the first to occur, is subject to the satisfaction of the condition that except as otherwise agreed by the Collateral Agent pursuant to the Escrow Agreement, each of the UCC financing statements referred to in Section 3.01(k) shall have occurred been properly filed, any related filing fees or similar charges or taxes shall have been paid in connection with such filing and be continuing or would occur as a result of such Credit Event; and (c) in the case of a Borrowing, the Administrative Collateral Agent shall have received the Loan Notice required by Section 2.5, a first priority perfected security interest in the case of the issuance Collateral subject only to Permitted Liens, other than Permitted Liens referred to in Sections 7.02(b) and 7.02(h) and any Permitted Liens arising out of any Letter refinancings of Credit, any Debt secured by any Permitted Lien referred to in Sections 7.02(b) and 7.02(h); provided that Liens existing on the applicable L/C Issuer shall have received a duly completed Application for such Letter of Credit together with any fees required Closing Date and referred to be paid at such time under Section 2.12, and, in the case of an extension or increase in the amount of a Letter of Credit, the applicable L/C Issuer shall have received a written request therefor in a form reasonably acceptable schedule to the Discharge Letter shall be discharged, removed or reserved against in accordance with the provisions of, and within the time periods specified in, such L/C Issuer together with fees required to be paid at such time under Section 2.12Discharge Letter. Each request for a Borrowing hereunder and each request for the issuance of, increase in the amount of, or extension of the expiration date of, a Letter of Credit Event under this Agreement shall be deemed to be a representation and warranty by the Borrower on the date of such Credit Event as to the facts specified in Sections 3.1(a) through 3.1(c), both inclusive. Notwithstanding the foregoing, in the case of a Borrowing of an Incremental Term Loan the proceeds of which are to be used to finance a substantially concurrent Limited Condition Acquisition for which a LCA Election has been made, in accordance with Section 2.16, clauses (x) clause (a) above shall be subject to the proviso set forth in clause (C) of Section 2.16(b)(iii) and (y) clause (b) above shall be subject to the proviso set forth in clause (Aiii) of Section 2.16(b)(i)this Section.

Credit Events. At (a) The obligation of any Bank to make a ------------- Committed Loan on the time occasion of each any Committed Borrowing hereunder and the obligation of the Issuing Bank to issue, renew or extend any Letter of Credit Event hereunderhereunder are subject to the satisfaction of the following conditions: (ai) each receipt by the Administrative Agent of a Notice of Committed Borrowing as required by Section 2.02 or receipt by the representations and warranties set forth herein and in the other Loan Documents shall be and remain true and correct (orIssuing Bank of a Letter of Credit Request as required by Section 2.03, in as the case of any representation or warranty not qualified as to materiality, true and correct in all material respects) as of said time, except to the extent the same expressly relate to an earlier date (and in such case shall be true and correct (or, in the case of any representation or warranty not qualified as to materiality, true and correct in all material respects) as of such earlier date)may be; (bii) the fact that, immediately after such Credit Event, the aggregate outstanding principal amount of the Committed Loans, plus the Letter of Credit Outstandings, plus the aggregate outstanding principal amount of the Competitive Loans will not exceed the Committed Amount; (iii) the fact that, immediately before and after such Credit Event, no Default or Event of Default shall have occurred and be continuing or would occur as a result of such Credit Eventcontinuing; and (civ) the fact that the representations and warranties of the Borrower contained in this Agreement shall be true in all material respects on and as of the date of such Credit Event as if made on and as of such date (except in the case of a Refunding Borrowing, the representations and warranties set forth in paragraphs (f), (g), (m) and (n) of Section 4.01), unless a representation and warranty expressly relates to an earlier date, in which event such representation and warranty was true in all material respects at such date. (b) The obligation of each Bank bound to make a Competitive Loan pursuant to Section 2.10 on the occasion of a Competitive Borrowing (including the initial Competitive Borrowing) is subject to the further condition precedent that: (i) The Auction Agent and the Administrative Agent shall have received a Competitive Bid Request with respect thereto; and (ii) On the Loan Notice required by Section 2.5Borrowing Date of such Competitive Borrowing, in the case following statements shall be true (and each of the issuance giving of any Letter the applicable Competitive Bid Request and the acceptance by the Borrower of Creditthe proceeds of such Competitive Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Competitive Borrowing such statements are true): (A) the fact that, immediately after such Credit Event, the applicable L/C Issuer shall have received a duly completed Application for such aggregate outstanding principal amount of the Committed Loans, plus the Letter of Credit together with any fees required Outstandings, plus the aggregate outstanding principal amount of the Competitive Loans, will not exceed the Committed Amount; (B) the fact that, immediately before and after such Credit Event, no Default or Event of Default shall have occurred and be continuing; and (C) the fact that the representations and warranties of the Borrower contained in this Agreement shall be true in all material respects on and as of the date of such Credit Event as if made on and as of such date, unless a representation and warranty expressly relates to be paid an earlier date, in which event such representation and warranty was true in all material respects at such time under Section 2.12, and, in the case of an extension or increase in the amount of a Letter of Credit, the applicable L/C Issuer shall have received a written request therefor in a form reasonably acceptable to such L/C Issuer together with fees required to be paid at such time under Section 2.12date. Each request for a Borrowing Credit Event hereunder and each request for the issuance of, increase in the amount of, or extension of the expiration date of, a Letter of Credit shall be deemed to be a representation and warranty by the Borrower on the date of such Credit Event Borrowing as to the facts specified in Sections 3.1(a) through 3.1(cclauses (ii), both inclusive. Notwithstanding the foregoing, in the case (iii) and (iv) of a Borrowing of an Incremental Term Loan the proceeds of which are to be used to finance a substantially concurrent Limited Condition Acquisition for which a LCA Election has been made, in accordance with Section 2.16, (x) clause paragraph (a) above shall be subject to the proviso set forth in or clause (Cii) of Section 2.16(b)(i) and (y) clause paragraph (b) above shall be subject to ), as the proviso set forth in clause (A) of Section 2.16(b)(i)case may be.

Credit Events. At The obligation of any Lender to make a Loan on the time occasion of each any Borrowing and of the LC Bank to issue a Letter of Credit Event hereunder(or to permit the extension of an Evergreen Letter of Credit) on the occasion of a request therefor by the Borrower is subject to the satisfaction of the following conditions: (a) each receipt (i) by the Agent of the representations and warranties set forth herein and in the other Loan Documents shall be and remain true and correct (ora Notice of Borrowing as required by Section 2.02, in the case of any representation a Borrowing or warranty not qualified (ii) by the LC Bank of notice as to materiality, true and correct in all material respects) as of said time, except to the extent the same expressly relate to an earlier date (and in such case shall be true and correct (orrequired by Section 2.18, in the case of any representation or warranty a Letter of Credit; (b) if the Borrowing relates to a Notice of Borrowing delivered in connection with a Term Loan, receipt by the Agent of the Term Notes duly executed by the Borrower; (c) the fact that, after giving effect to such Credit Event, the Usage shall not qualified exceed the aggregate amount of the Commitments; (d) the fact that, immediately after such Credit Event, no Default shall have occurred and be continuing; (e) the fact that the representations and warranties of each Obligor contained in each Financing Document to which it is a party shall be true on and as of the date of such Borrowing (unless stated to materialityrelate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects) as of such earlier date); (bf) no Default or Event the ability of Default the Borrower to obtain bonding for new construction projects shall have occurred and be continuing or would occur as a result sufficient for the conduct of such Credit Eventthe Borrower's business; and (cg) in the case payment by the Borrower of a Borrowing, the Administrative Agent shall have received the Loan Notice required by all amounts theretofore payable pursuant to Section 2.5, in the case 9.03 within seven days of the issuance of any Letter of Credit, the applicable L/C Issuer shall have received a duly completed Application for such Letter of Credit together with any fees required to be paid at such time under Section 2.12, and, in the case of an extension or increase in the amount of a Letter of Credit, the applicable L/C Issuer shall have received a written request therefor in a form reasonably acceptable to such L/C Issuer together with fees required to be paid at such time under Section 2.12demand. Each request for a Borrowing hereunder and each request for the issuance of, increase in the amount of, or extension of the expiration date of, a Letter of Credit shall be deemed to be a representation and warranty by the Borrower on the date of such Credit Event Borrowing as to the facts specified in Sections 3.1(a) through 3.1(cclauses (c), both inclusive. Notwithstanding the foregoing, in the case of a Borrowing of an Incremental Term Loan the proceeds of which are to be used to finance a substantially concurrent Limited Condition Acquisition for which a LCA Election has been made, in accordance with Section 2.16(d), (x) clause e), (a) above shall be subject to the proviso set forth in clause (C) of Section 2.16(b)(if) and (y) clause (b) above shall be subject to the proviso set forth in clause (Ag) of Section 2.16(b)(i)this Section.