Common use of Designated Additional Loans Clause in Contracts

Designated Additional Loans. At any time that no Default has occurred and is continuing, the Borrower may notify the Administrative Agent that the Borrower is requesting that, on the terms and subject to the conditions contained in this Agreement, the Lenders and/or other lenders not then a party to this Agreement provide up to an aggregate amount of $400,000,000 in commitments to provide (i) (A) additional Revolving A-2 Loan Commitments or (B) loans to be provided under a new tranche of revolving loans which have terms and conditions (including interest rate and maturity date), as mutually agreed to by the Borrower, the Administrative Agent and the Person(s) providing such new tranche of Loans (in either case, “Designated Additional Revolving Loan Commitments”), (ii) additional Term E Loans (“Designated Additional Term E Loans”), (iii) additional Term F Loans (“Designated Additional Term F Loans”) and/or (iv) loans to be provided under a new tranche of term loans (“Designated New Term Loans”) which have terms and conditions (including interest rate, premiums, fees, discounts, maturities and amortization schedule), as mutually agreed to by the Borrower, the Administrative Agent and the Person(s) providing such new tranche of Loans. Notwithstanding anything to the contrary herein, (i) the final maturity date of any new tranche of revolving loans described in clause (i)(B) above shall be no earlier than the Stated Maturity Date of the Revolving A-2 Loans and (ii) the final maturity date of any Designated New Term Loans shall be no earlier than the Stated Maturity Date of the Term E Loans. Upon receipt of any such notice, the Administrative Agent shall use commercially reasonable efforts to arrange for the Lenders or other Eligible Institutions to provide such additional commitments; provided that the Administrative Agent will first offer each of the Lenders that then has a Percentage of the Commitment or Loans of the type proposed to be obtained a pro rata portion of any such additional commitment. Nothing contained in this Section 2.1.6(a) or otherwise in this Agreement is intended to commit any Lender or any Agent to provide any portion of any such additional commitments. If and to the extent that any Lenders and/or other lenders agree, in their sole discretion, to provide any such additional commitments, (i) in the case of Designated Additional Revolving Loan Commitments of the type set forth in clause (i)(A) above, the Revolving A-2 Loan Commitment Amount shall be increased by the amount of the additional Revolving Loan Commitments agreed to be so provided, (ii) subject to compliance with the terms of Section 5.2 and such other terms and conditions mutually agreed to among the Borrower, the Administrative Agent and the Lenders providing any such other commitments, Loans of the type requested by the Borrower will be made on the date as agreed among such Persons, (iii) the Percentages of the respective Lenders in respect of the applicable Commitment or type of Loan shall be proportionally adjusted (provided that the Percentage of each Lender shall not be increased without the consent of such Lender), (iv) at such time and in such manner as the Borrower and the Administrative Agent shall agree (it being understood that the Borrower and the Agents will use commercially reasonable efforts to avoid the prepayment or assignment of any LIBO 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 cause the amounts of such Revolving Loans and participations in Letters of Credit held by each Lender to conform to the respective Percentages of the Revolving Loan Commitment of the Lenders and (v) the Borrower shall execute and deliver any additional Notes or other amendments or modifications to this Agreement or any other Loan Document as the Administrative Agent may reasonably request. Any fees payable in respect of any commitment provided for in this Section 2.1.6(a) shall be as agreed to by the Borrower and the Administrative Agent. Any designation of a commitment hereunder (i) shall be irrevocable, (ii) shall reduce the amount of commitments that may be requested under this Section 2.1.6(a) pro tanto and (iii) shall be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000.

Designated Additional Loans. At any time that no Default has occurred and is continuing, the Borrower from time to time and on or before September 30, 2004, WWI may notify the Administrative Agent that the Borrower WWI is requesting that, on the terms and subject to the conditions contained in this Agreement, the Lenders and/or other lenders not then a party to this Agreement provide up to an aggregate amount of $400,000,000 30,000,000 in commitments to provide (i) additional Revolving Loan Commitments (A"DESIGNATED ADDITIONAL REVOLVING LOAN COMMITMENTS), (ii) additional Revolving A-2 Loan Commitments or Term A Loans (B"DESIGNATED ADDITIONAL TERM A LOANS"), (iii) additional Term B Loans ("DESIGNATED ADDITIONAL TERM B LOANS"), (iv) additional Term D Loans ("DESIGNATED ADDITIONAL TERM D LOANS" and/or (v) loans to be provided under a new tranche of revolving loans Term Loans ("DESIGNATED NEW TERM LOANS") which have terms and conditions conditions, (including interest rate and maturity date), amortization schedule) as mutually agreed to by the BorrowerWWI, the Administrative Agent Agents and the Person(s) Lenders providing such new tranche of Loans (in either case, “Designated Additional Revolving Loan Commitments”), (ii) additional Term E Loans (“Designated Additional Term E Loans”), (iii) additional Term F Loans (“Designated Additional Term F Loans”) and/or (iv) loans to be provided under a new tranche of term loans (“Designated New Term Loans”) which have terms and conditions (including interest rate, premiums, fees, discounts, maturities and amortization schedule), as mutually agreed to by the Borrower, the Administrative Agent and the Person(s) providing such new tranche of Loans. Notwithstanding anything to the contrary herein, (i) the final maturity date of any new tranche of revolving loans described in clause (i)(B) above shall be no earlier than the Stated Maturity Date of the Revolving A-2 Loans and (ii) the final maturity date of any Designated New Term Loans shall be no earlier than the Stated Maturity Date of the Term E Loans. Upon receipt of any such notice, the Administrative Agent shall use commercially reasonable efforts to arrange for the Lenders or other Eligible Institutions to provide such additional commitments; provided PROVIDED that the Administrative Agent will first offer each of the Lenders that then has a Percentage of the Commitment or Loans of the type proposed to be obtained a pro rata portion of any such additional commitment. Nothing contained in this Section 2.1.6(a) SECTION 2.1.6 or otherwise in this Agreement is intended to commit any Lender or any Agent to provide any portion of any such additional commitments. If and to the extent that any Lenders and/or other lenders agree, in their sole discretion, to provide any such additional commitments, (i) in the case of Designated Additional Revolving Loan Commitments of the type set forth in clause (i)(A) aboveCommitments, the Revolving A-2 Loan Commitment Amount shall be increased by the amount of the additional Revolving Loan Commitments agreed to be so provided, (ii) subject to compliance with the terms of Section SECTION 5.2 and such other terms and conditions mutually agreed to among the BorrowerWWI, the Administrative Agent Agents and the Lenders providing any such other commitments, Loans of the type requested by the Borrower WWI will be made on the date as agreed among such Persons, (iii) the Percentages of the respective Lenders in respect of the applicable Commitment or type of Loan shall be proportionally adjusted (provided that the Percentage of each Lender shall not be increased without the consent of such Lender), (iv) in the -43- case of Designated Additional Revolving Loan Commitment at such time and in such manner as the Borrower WWI and the Administrative Agent shall agree (it being understood that the Borrower WWI and the Agents will use commercially reasonable efforts to avoid the prepayment or assignment of any LIBO 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 cause the amounts of such Revolving Loans and participations in Letters of Credit held by each Lender to conform to the respective Percentages of the Revolving Loan Commitment of the Lenders and (v) the Borrower WWI shall execute and deliver any additional Notes or other amendments or modifications to this Agreement or any other Loan Document as the Administrative Agent may reasonably request. Any fees payable in respect of any commitment provided for in this Section 2.1.6(a) SECTION 2.1.6 shall be as agreed to by the Borrower WWI and the Administrative Agent. Any designation of a commitment hereunder (i) shall be irrevocable, (ii) shall reduce the amount of commitments that may be requested under this Section 2.1.6(a) pro tanto the SECTION 2.1.6 PRO TANTO and (iii) shall be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000.

Designated Additional Loans. At any time that no Default has occurred and is continuing, the Borrower WWI may notify the Administrative Agent that the Borrower WWI is requesting that, on the terms and subject to the conditions contained in this Agreement, the Lenders and/or other lenders not then a party to this Agreement provide up to an aggregate amount of $400,000,000 200,000,000 in commitments to provide (i) (A) additional Revolving A-2 Loan Commitments or (B) loans to be provided under a new tranche of revolving loans which have terms and conditions (including interest rate and maturity date), as mutually agreed to by the BorrowerWWI, the Administrative Agent, the Syndication Agent and the Person(s) providing such new tranche of Loans (in either case, “Designated Additional Revolving Loan Commitments”), (ii) additional Term E A Loans (“Designated Additional Term E A Loans”), (iii) additional Additional Term F B Loans (“Designated Additional Term F B Loans”) and/or (iv) loans to be provided under a new tranche of term loans (“Designated New Term Loans”) which have terms and conditions (including interest rate, premiums, fees, discounts, maturities rate and amortization schedule), as mutually agreed to by the BorrowerWWI, the Administrative Agent, the Syndication Agent and the Person(s) providing such new tranche of Loans. Notwithstanding anything to the contrary herein, (i) the final maturity date of any new tranche of revolving loans described in clause (i)(B) above shall be no earlier than the Stated Maturity Date of the Revolving A-2 Loans and (ii) the final maturity date of any Designated New Term Loans shall be no earlier than the Stated Maturity Date of the Term E Loans. Upon receipt of any such notice, the Administrative Agent shall use commercially reasonable efforts to arrange for the Lenders or other Eligible Institutions to provide such additional commitments; provided that the Administrative Agent will first offer each of the Lenders that then has a Percentage of the Commitment or Loans of the type proposed to be obtained a pro rata portion of any such additional commitment. Nothing contained in this Section 2.1.6(a) 2.1.6 or otherwise in this Agreement is intended to commit any Lender or any Agent to provide any portion of any such additional commitments. If and to the extent that any Lenders and/or other lenders agree, in their sole discretion, to provide any such additional commitments, (i) in the case of Designated Additional Revolving Loan Commitments of the type set forth in clause (i)(A) above, the Revolving A-2 Loan Commitment Amount shall be increased by the amount of the additional Revolving Loan Commitments agreed to be so provided, (ii) subject to compliance with the terms of Section 5.2 and such other terms and conditions mutually agreed to among the BorrowerWWI, the Administrative Agent, the Syndication Agent and the Lenders providing any such other commitments, Loans of the type requested by the Borrower WWI will be made on the date as agreed among such Persons, (iii) the Percentages of the respective Lenders in respect of the applicable Commitment or type of Loan shall be proportionally adjusted (provided that the Percentage of each Lender shall not be increased without the consent of such Lender), (iv) in the case of Designated Additional Revolving Loan Commitment of the type set forth in (i)(A) above at such time and in such manner as the Borrower WWI and the Administrative Agent shall agree (it being understood that the Borrower WWI and the Agents will use commercially reasonable efforts to avoid the prepayment or assignment of any LIBO 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 cause the amounts of such Revolving Loans and participations in Letters of Credit held by each Lender to conform to the respective Percentages of the Revolving Loan Commitment of the Lenders and (v) the Borrower WWI shall execute and deliver any additional Notes or other amendments or modifications to this Agreement or any other Loan Document as the Administrative Agent may reasonably request. Any fees payable in respect of any commitment provided for in this Section 2.1.6(a) 2.1.6 shall be as agreed to by the Borrower WWI and the Administrative Agent. Any designation of a commitment hereunder (i) shall be irrevocable, (ii) shall reduce the amount of commitments that may be requested under this the Section 2.1.6(a) 2.1.6 pro tanto and (iii) shall be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000.

Designated Additional Loans. At any From time that to time, so long as no Default has occurred and is continuing, the Borrower Borrowers may notify the Administrative Agent that the Borrower is requesting thatBorrowers wish, on the terms and subject to the conditions contained in this Agreement, to increase the Total Commitment Amount by additional Commitments from the Lenders and/or other lenders Persons (each of which must be an Eligible Assignee) not then a party to this Agreement provide up to an aggregate amount of $400,000,000 in commitments to provide (i) (A) additional Revolving A-2 Loan Commitments or (B) loans to be provided under a new tranche of revolving loans which have terms and conditions (including interest rate and maturity date), as mutually agreed to by the Borrower, the Administrative Agent and the Person(s) providing such new tranche of Loans (in either case, “Designated Additional Revolving Loan Commitments”), (ii) additional Term E Loans (“Designated Additional Term E Loans”), (iii) additional Term F Loans (“Designated Additional Term F Loans”) and/or (iv) loans to be provided under a new tranche of term loans (“Designated New Term Loans”) which have terms and conditions (including interest rate, premiums, fees, discounts, maturities and amortization schedule), as mutually agreed to by the Borrower, the Administrative Agent and the Person(s) providing such new tranche of Loans. Notwithstanding anything to the contrary herein, (i) the final maturity date of any new tranche of revolving loans described in clause (i)(B) above shall be no earlier than the Stated Maturity Date of the Revolving A-2 Loans and (ii) the final maturity date of any Designated New Term Loans shall be no earlier than the Stated Maturity Date of the Term E Loans. Upon receipt of any such notice, the Administrative Agent shall use commercially reasonable efforts to arrange for the Lenders or other Eligible Institutions to provide such additional commitments; provided that the Administrative Agent will first offer each cumulative amount of the Lenders that then has a Percentage Designated Additional Commitments may not exceed $250,000,000.310,000,000. Such Designated Additional Commitments may, at the Borrowers’ election, take the form of an increase to the Commitment then-existing Commitments or new Term Loans of the type proposed to be obtained a pro rata portion of any such additional commitment. Nothing contained in this Section 2.1.6(a) or otherwise in this Agreement is intended to commit any Lender or any Agent to provide any portion of any such additional commitments. If and and, to the extent that any Lenders and/or other lenders agreesuch increase shall take the form of Term Loans, this Agreement shall be amended, in their sole discretionform and substance reasonably satisfactory to the Administrative Agent, to provide any include such additional commitmentsterms as are customary for a term loan tranche. Such notice shall specify (A) the date (each, (ian “Additional Commitment Date”) in on which the case of Borrowers propose that the Designated Additional Revolving Loan Commitments of the type set forth in clause (i)(A) above, the Revolving A-2 Loan Commitment Amount shall be increased by the amount of the additional Revolving Loan Commitments agreed to be so provided, (ii) subject to compliance with the terms of Section 5.2 and such other terms and conditions mutually agreed to among the Borrower, the Administrative Agent and the Lenders providing any such other commitments, Loans of the type requested by the Borrower will be made on the date as agreed among such Persons, (iii) the Percentages of the respective Lenders in respect of the applicable Commitment or type of Loan shall be proportionally adjusted (provided that the Percentage of each Lender shall not be increased without the consent of such Lender), (iv) at such time and in such manner as the Borrower and the Administrative Agent shall agree effective (it being understood that the Borrower Borrowers and the Agents will use commercially reasonable efforts to avoid the prepayment or assignment of any LIBO Rate Loan on a day other than the last day of the Interest Period applicable thereto), (B) the identity of each Lender or Eligible Assignee that has agreed to provide a Designated Additional Commitment and become a party to this Agreement, together with the amount of its Designated Additional Commitment (each, an “Additional Commitment Lender”) and (C) whether the Designated Additional Commitments shall take the form of an increase to the then-existing Commitments or new Term Loans. Nothing contained in this Section 2.4 or otherwise in this Agreement is intended to commit any Lender or any Agent to provide any Additional Designated Commitment, but otherwise no consent from any Lender or Agent shall be required, whether pursuant to Section 11.1 or otherwise, for any increase in the Total Commitment Amount pursuant to this Section 2.4. On the Additional Commitment Date (i) the Total Commitment Amount shall be increased by the amount of the additional Commitments agreed to be so provided, (ii) subject to compliance with the terms of Section 6.2, Loans requested by the Borrowers will be made in accordance with this Agreement, (iii) the Percentages of the respective Lenders and Additional Commitment Lenders shall be appropriately adjusted, (iv) the Lenders and the Additional Commitment Lenders shall assign and assume outstanding Revolving Loans and Credit Extensions including participations in outstanding Letters of Credit so as to cause the amounts of such Revolving Loans and participations in Letters of Credit held by each Lender and each Additional Commitment Lender to conform to the respective Percentages of the Revolving Loan Commitment Commitments of the Lenders and the Additional Commitment Lenders and (v) the Borrower Borrowers and any Additional Commitment Lender that is not already a Lender shall execute and deliver any additional Notes or other amendments or modifications to this Agreement or any other Loan Document as the Administrative Agent may reasonably request. Any fees payable in respect of any commitment provided for in this Section 2.1.6(a) 2.4 shall be as agreed to by the Borrower Borrowers and the Administrative Agent. Any designation of a commitment hereunder Designated Additional Commitment pursuant to this Section 2.4 (i) shall be irrevocableirrevocable as of the Additional Commitment Date, (ii) shall reduce the amount of commitments that may be requested under this Section 2.1.6(a) 2.4 pro tanto and (iii) shall be in a minimum principal amount of $5,000,000 25,000,000 and integral multiples of $1,000,000.

Designated Additional Loans. At any time that no Default has occurred and is continuing, the Borrower from time to time and on or before September 30, 2004, WWI may notify the Administrative Agent that the Borrower WWI is requesting that, on the terms and subject to the conditions contained in this Agreement, the Lenders and/or other lenders not then a party to this Agreement provide up to an aggregate amount of $400,000,000 30,000,000 in commitments to provide (i) (A) additional Revolving A-2 Loan Commitments or (B) loans to be provided under a new tranche of revolving loans which have terms and conditions (including interest rate and maturity date), as mutually agreed to by the Borrower, the Administrative Agent and the Person(s) providing such new tranche of Loans (in either case, “Designated Additional Revolving Loan Commitments”"DESIGNATED ADDITIONAL REVOLVING LOAN COMMITMENTS), (ii) additional Term E A Loans (“Designated Additional Term E Loans”"DESIGNATED ADDITIONAL TERM A LOANS"), (iii) additional Term F B Loans (“Designated Additional Term F "DESIGNATED ADDITIONAL TERM B Loans”") and/or and/or, (iv) loans to be provided under a new tranche of term loans Term Loans (“Designated New Term Loans”"DESIGNATED NEW TERM LOANS") which have terms and conditions conditions, (including interest rate, premiums, fees, discounts, maturities rate and amortization schedule), ) as mutually agreed to by the BorrowerWWI, the Administrative Agent Agents and the Person(s) Lenders providing such new tranche of Loans. Notwithstanding anything to the contrary herein, (i) the final maturity date of any new tranche of revolving loans described in clause (i)(B) above shall be no earlier than the Stated Maturity Date of the Revolving A-2 Loans and (ii) the final maturity date of any Designated New Term Loans shall be no earlier than the Stated Maturity Date of the Term E Loans. Upon receipt of any such notice, the Administrative Agent shall use commercially reasonable efforts to arrange for the Lenders or other Eligible Institutions to provide such additional commitments; provided PROVIDED that the Administrative Agent will first offer each of the Lenders that then has a Percentage of the Commitment or Loans of the type proposed to be obtained a pro rata portion of any such additional commitment. Nothing contained in this Section 2.1.6(a) SECTION 2.1.6 or otherwise in this Agreement is intended to commit any Lender or any Agent to provide any portion of any such additional commitments. If and to the extent that any Lenders and/or other lenders agree, in their sole discretion, to provide any such additional commitments, (i) in the case of Designated Additional Revolving Loan Commitments of the type set forth in clause (i)(A) aboveCommitments, the Revolving A-2 Loan Commitment Amount shall be increased by the amount of the additional Revolving Loan Commitments agreed to be so provided, (ii) subject to compliance with the terms of Section SECTION 5.2 and such other terms and conditions mutually agreed to among the BorrowerWWI, the Administrative Agent Agents and the Lenders providing any such other commitments, Loans of the type requested by the Borrower WWI will be made on the date as agreed among such Persons, (iii) the Percentages of the respective Lenders in respect of the applicable Commitment or type of Loan shall be proportionally adjusted (provided that the Percentage of each Lender shall not be increased without the consent of such Lender), (iv) in the case of Designated Additional Revolving Loan Commitment at such time and in such manner as the Borrower WWI and the Administrative Agent shall agree (it being understood that the Borrower WWI and the Agents will use commercially reasonable efforts to avoid the prepayment or assignment of any LIBO 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 cause the amounts of such Revolving Loans and participations in Letters of Credit held by each Lender to conform to the respective Percentages of the Revolving Loan Commitment of the Lenders and (v) the Borrower WWI shall execute and deliver any additional Notes or other amendments or modifications to this Agreement or any other Loan Document as the Administrative Agent may reasonably request. Any fees payable in respect of any commitment provided for in this Section 2.1.6(a) SECTION 2.1.6 shall be as agreed to by the Borrower WWI and the Administrative Agent. Any designation of a commitment hereunder (i) shall be irrevocable, (ii) shall reduce the amount of commitments that may be requested under this Section 2.1.6(a) pro tanto the SECTION 2.1.6 PRO TANTO and (iii) shall be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000.

Designated Additional Loans. At any time that no Default has occurred and is continuing, the Borrower may notify the Administrative Agent that the Borrower is requesting that, on the terms and subject to the conditions contained in this Agreement, the Lenders and/or other lenders not then a party to this Agreement provide up to an aggregate amount of $400,000,000 in commitments to provide (i) (A) additional Revolving A-2 Loan Commitments or (B) loans to be provided under a new tranche of revolving loans which have terms and conditions (including interest rate and maturity date), as mutually agreed to by the Borrower, the Administrative Agent and the Person(s) providing such new tranche of Loans (in either case, “Designated Additional Revolving Loan Commitments”), (ii) additional Term E A Loans (“Designated Additional Term E A Loans”), (iii) additional Term F A-1 Loans (“Designated Additional Term F A-1 Loans”), (iv) additional Term B Loans (“Designated Additional Term B Loans”) and/or (ivv) loans to be provided under a new tranche of term loans (“Designated New Term Loans”) which have terms and conditions (including interest rate, premiums, fees, discounts, maturities rate and amortization schedule), as mutually agreed to by the Borrower, the Administrative Agent and the Person(s) providing such new tranche of Loans. Notwithstanding anything to the contrary herein, (i) the final maturity date of any new tranche of revolving loans described in clause (i)(B) above shall be no earlier than the Stated Maturity Date of the Revolving A-2 A Loans and (ii) the final maturity date of any Designated New Term Loans shall be no earlier than the Stated Maturity Date of the Term E A Loans, the Term A-1 Loans or the Term B Loans. Upon receipt of any such notice, the Administrative Agent shall use commercially reasonable efforts to arrange for the Lenders or other Eligible Institutions to provide such additional commitments; provided that the Administrative Agent will first offer each of the Lenders that then has a Percentage of the Commitment or Loans of the type proposed to be obtained a pro rata portion of any such additional commitment. Nothing contained in this Section 2.1.6(a) or otherwise in this Agreement is intended to commit any Lender or any Agent to provide any portion of any such additional commitments. If and to the extent that any Lenders and/or other lenders agree, in their sole discretion, to provide any such additional commitments, (i) in the case of Designated Additional Revolving Loan Commitments of the type set forth in clause (i)(A) above, the Revolving A-2 A Loan Commitment Amount shall be increased by the amount of the additional Revolving Loan Commitments agreed to be so provided, (ii) subject to compliance with the terms of Section 5.2 and such other terms and conditions mutually agreed to among the Borrower, the Administrative Agent and the Lenders providing any such other commitments, Loans of the type requested by the Borrower will be made on the date as agreed among such Persons, (iii) the Percentages of the respective Lenders in respect of the applicable Commitment or type of Loan shall be proportionally adjusted (provided that the Percentage of each Lender shall not be increased without the consent of such Lender), (iv) at such time and in such manner as the Borrower and the Administrative Agent shall agree (it being understood that the Borrower and the Agents will use commercially reasonable efforts to avoid the prepayment or assignment of any LIBO 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 cause the amounts of such Revolving Loans and participations in Letters of Credit held by each Lender to conform to the respective Percentages of the Revolving Loan Commitment of the Lenders and (v) the Borrower shall execute and deliver any additional Notes or other amendments or modifications to this Agreement or any other Loan Document as the Administrative Agent may reasonably request. Any fees payable in respect of any commitment provided for in this Section 2.1.6(a) shall be as agreed to by the Borrower and the Administrative Agent. Any designation of a commitment hereunder (i) shall be irrevocable, (ii) shall reduce the amount of commitments that may be requested under this Section 2.1.6(a) pro tanto and (iii) shall be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000.

Designated Additional Loans. At any time that no Default has occurred and is continuing, the Borrower may notify the Administrative Agent that the Borrower is requesting that, on the terms and subject to the conditions contained in this Agreement, the Lenders and/or other lenders not then a party to this Agreement provide up to an aggregate amount of $400,000,000 in commitments to provide (i) (A) additional Revolving A-2 Loan Commitments or (B) loans to be provided under a new tranche of revolving loans which have terms and conditions (including interest rate and maturity date), as mutually agreed to by the Borrower, the Administrative Agent, the Syndication Agent and the Person(s) providing such new tranche of Loans (in either case, “Designated Additional Revolving Loan Commitments”), (ii) additional Term E A Loans (“Designated Additional Term E Loans”), (iii) additional Term F Loans (“Designated Additional Term F A Loans”) and/or (iviii) loans to be provided under a new tranche of term loans (“Designated New Term Loans”) which have terms and conditions (including interest rate, premiums, fees, discounts, maturities rate and amortization schedule), as mutually agreed to by the Borrower, the Administrative Agent, the Syndication Agent and the Person(s) providing such new tranche of Loans. Notwithstanding anything to the contrary herein, (i) the final maturity date of any new tranche of revolving loans described in clause (i)(B) above shall be no earlier than the Stated Maturity Date of the Revolving A-2 Loans and (ii) the final maturity date of any Designated New Term Loans shall be no earlier than the Stated Maturity Date of the Term E A Loans. Upon receipt of any such notice, the Administrative Agent shall use commercially reasonable efforts to arrange for the Lenders or other Eligible Institutions to provide such additional commitments; provided that the Administrative Agent will first offer each of the Lenders that then has a Percentage of the Commitment or Loans of the type proposed to be obtained a pro rata portion of any such additional commitment. Nothing contained in this Section 2.1.6(a) 2.1.6 or otherwise in this Agreement is intended to commit any Lender or any Agent to provide any portion of any such additional commitments. If and to the extent that any Lenders and/or other lenders agree, in their sole discretion, to provide any such additional commitments, (i) in the case of Designated Additional Revolving Loan Commitments of the type set forth in clause (i)(A) above, the Revolving A-2 Loan Commitment Amount shall be increased by the amount of the additional Revolving Loan Commitments agreed to be so provided, (ii) subject to compliance with the terms of Section 5.2 and such other terms and conditions mutually agreed to among the Borrower, the Administrative Agent, the Syndication Agent and the Lenders providing any such other commitments, Loans of the type requested by the Borrower will be made on the date as agreed among such Persons, (iii) the Percentages of the respective Lenders in respect of the applicable Commitment or type of Loan shall be proportionally adjusted (provided that the Percentage of each Lender shall not be increased without the consent of such Lender), (iv) in the case of Designated Additional Revolving Loan Commitment of the type set forth in clause (i)(A) above at such time and in such manner as the Borrower and the Administrative Agent shall agree (it being understood that the Borrower and the Agents will use commercially reasonable efforts to avoid the prepayment or assignment of any LIBO 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 cause the amounts of such Revolving Loans and participations in Letters of Credit held by each Lender to conform to the respective Percentages of the Revolving Loan Commitment of the Lenders and (v) the Borrower shall execute and deliver any additional Notes or other amendments or modifications to this Agreement or any other Loan Document as the Administrative Agent may reasonably request. Any fees payable in respect of any commitment provided for in this Section 2.1.6(a) shall be as agreed to by the Borrower and the Administrative Agent. Any designation of a commitment hereunder (i) shall be irrevocable, (ii) shall reduce the amount of commitments that may be requested under this Section 2.1.6(a) pro tanto and (iii) shall be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000.agree

Designated Additional Loans. At any time that no Default has occurred and is continuing, the Borrower from time to time and on or before September 30, 2004, WWI may notify the Administrative Agent that the Borrower WWI is requesting that, on the terms and subject to the conditions contained in this Agreement, the Lenders and/or other lenders not then a party to this Agreement provide up to an aggregate amount of $400,000,000 30,000,000 in commitments to provide (i) additional Revolving Loan Commitments (A"Designated Additional Revolving Loan Commitments), (ii) additional Revolving A-2 Loan Commitments or Term A Loans (B"Designated Additional Term A Loans"), (iii) additional Term B Loans ("Designated Additional Term B Loans"), (iv) additional Term D Loans ("Designated Additional Term D Loans" and/or (v) loans to be provided under a new tranche of revolving loans Term Loans ("Designated New Term Loans") which have terms and conditions conditions, (including interest rate and maturity date), amortization schedule) as mutually agreed to by the BorrowerWWI, the Administrative Agent Agents and the Person(s) Lenders providing such new tranche of Loans (in either case, “Designated Additional Revolving Loan Commitments”), (ii) additional Term E Loans (“Designated Additional Term E Loans”), (iii) additional Term F Loans (“Designated Additional Term F Loans”) and/or (iv) loans to be provided under a new tranche of term loans (“Designated New Term Loans”) which have terms and conditions (including interest rate, premiums, fees, discounts, maturities and amortization schedule), as mutually agreed to by the Borrower, the Administrative Agent and the Person(s) providing such new tranche of Loans. Notwithstanding anything to the contrary herein, (i) the final maturity date of any new tranche of revolving loans described in clause (i)(B) above shall be no earlier than the Stated Maturity Date of the Revolving A-2 Loans and (ii) the final maturity date of any Designated New Term Loans shall be no earlier than the Stated Maturity Date of the Term E Loans. Upon receipt of any such notice, the Administrative Agent shall use commercially reasonable efforts to arrange for the Lenders or other Eligible Institutions to provide such additional commitments; provided that the Administrative Agent will first offer each of the Lenders that then has a Percentage of the Commitment or Loans of the type proposed to be obtained a pro rata portion of any such additional commitment. Nothing contained in this Section 2.1.6(a) 2.1.6 or otherwise in this Agreement is intended to commit any Lender or any Agent to provide any portion of any such additional commitments. If and to the extent that any Lenders and/or other lenders agree, in their sole discretion, to provide any such additional commitments, (i) in the case of Designated Additional Revolving Loan Commitments of the type set forth in clause (i)(A) aboveCommitments, the Revolving A-2 Loan Commitment Amount shall be increased by the amount of the additional Revolving Loan Commitments agreed to be so provided, (ii) subject to compliance with the terms of Section 5.2 and such other terms and conditions mutually agreed to among the BorrowerWWI, the Administrative Agent Agents and the Lenders providing any such other commitments, Loans of the type requested by the Borrower WWI will be made on the date as agreed among such Persons, (iii) the Percentages of the respective Lenders in respect of the applicable Commitment or type of Loan shall be proportionally adjusted (provided that the Percentage of each Lender shall not be increased without the consent of such Lender), (iv) in the case of Designated Additional Revolving Loan Commitment at such time and in such manner as the Borrower WWI and the Administrative Agent shall agree (it being understood that the Borrower WWI and the Agents will use commercially reasonable efforts to avoid the prepayment or assignment of any LIBO 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 cause the amounts of such Revolving Loans and participations in Letters of Credit held by each Lender to conform to the respective Percentages of the Revolving Loan Commitment of the Lenders and (v) the Borrower WWI shall execute and deliver any additional Notes or other amendments or modifications to this Agreement or any other Loan Document as the Administrative Agent may reasonably request. Any fees payable in respect of any commitment provided for in this Section 2.1.6(a) 2.1.6 shall be as agreed to by the Borrower WWI and the Administrative Agent. Any designation of a commitment hereunder (i) shall be irrevocable, (ii) shall reduce the amount of commitments that may be requested under this the Section 2.1.6(a) 2.1.6 pro tanto and (iii) shall be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000.

Designated Additional Loans. At any From time that to time, so long as no Default has occurred and is continuing, the Borrower Borrowers may notify the Administrative Agent that the Borrower is requesting thatBorrowers wish, on the terms and subject to the conditions contained in this Agreement, to increase the Total Commitment Amount by additional Commitments from the Lenders and/or other lenders Persons (each of which must be an Eligible Assignee) not then a party to this Agreement provide up to an aggregate amount of $400,000,000 in commitments to provide (i) (A) additional Revolving A-2 Loan Commitments or (B) loans to be provided under a new tranche of revolving loans which have terms and conditions (including interest rate and maturity date), as mutually agreed to by the Borrower, the Administrative Agent and the Person(s) providing such new tranche of Loans (in either case, “Designated Additional Revolving Loan Commitments”), (ii) additional Term E Loans (“Designated Additional Term E Loans”), (iii) additional Term F Loans (“Designated Additional Term F Loans”) and/or (iv) loans to be provided under a new tranche of term loans (“Designated New Term Loans”) which have terms and conditions (including interest rate, premiums, fees, discounts, maturities and amortization schedule), as mutually agreed to by the Borrower, the Administrative Agent and the Person(s) providing such new tranche of Loans. Notwithstanding anything to the contrary herein, (i) the final maturity date of any new tranche of revolving loans described in clause (i)(B) above shall be no earlier than the Stated Maturity Date of the Revolving A-2 Loans and (ii) the final maturity date of any Designated New Term Loans shall be no earlier than the Stated Maturity Date of the Term E Loans. Upon receipt of any such notice, the Administrative Agent shall use commercially reasonable efforts to arrange for the Lenders or other Eligible Institutions to provide such additional commitments; provided that the Administrative Agent will first offer each cumulative amount of the Lenders that then has a Percentage Designated Additional Commitments may not exceed $350,000,000. Such Designated Additional Commitments may, at the Borrowers’ election, take the form of an increase to the Commitment then-existing Commitments or new Term Loans of the type proposed to be obtained a pro rata portion of any such additional commitment. Nothing contained in this Section 2.1.6(a) or otherwise in this Agreement is intended to commit any Lender or any Agent to provide any portion of any such additional commitments. If and and, to the extent that any Lenders and/or other lenders agreesuch increase shall take the form of Term Loans, this Agreement shall be amended, in their sole discretionform and substance reasonably satisfactory to the Administrative Agent, to provide any include such additional commitmentsterms as are customary for a term loan tranche. Such notice shall specify (A) the date (each, (ian “Additional Commitment Date”) in on which the case of Borrowers propose that the Designated Additional Revolving Loan Commitments of the type set forth in clause (i)(A) above, the Revolving A-2 Loan Commitment Amount shall be increased by the amount of the additional Revolving Loan Commitments agreed to be so provided, (ii) subject to compliance with the terms of Section 5.2 and such other terms and conditions mutually agreed to among the Borrower, the Administrative Agent and the Lenders providing any such other commitments, Loans of the type requested by the Borrower will be made on the date as agreed among such Persons, (iii) the Percentages of the respective Lenders in respect of the applicable Commitment or type of Loan shall be proportionally adjusted (provided that the Percentage of each Lender shall not be increased without the consent of such Lender), (iv) at such time and in such manner as the Borrower and the Administrative Agent shall agree effective (it being understood that the Borrower Borrowers and the Agents will use commercially reasonable efforts to avoid the prepayment or assignment of any LIBO Rate Loan on a day other than the last day of the Interest Period applicable thereto), (B) the identity of each Lender or Eligible Assignee that has agreed to provide a Designated Additional Commitment and become a party to this Agreement, together with the amount of its Designated Additional Commitment (each, an “Additional Commitment Lender”) and (C) whether the Designated Additional Commitments shall take the form of an increase to the then-existing Commitments or new Term Loans. Nothing contained in this Section 2.4 or otherwise in this Agreement is intended to commit any Lender or any Agent to provide any Designated Additional Commitment, but otherwise no consent from any Lender or Agent shall be required, whether pursuant to Section 11.1 or otherwise, for any increase in the Total Commitment Amount pursuant to this Section 2.4. On the Additional Commitment Date (i) the Total Commitment Amount shall be increased by the amount of the additional Commitments agreed to be so provided, (ii) subject to compliance with the terms of Section 6.2, Loans requested by the Borrowers will be made in accordance with this Agreement, (iii) the Percentages of the respective Lenders and Additional Commitment Lenders shall be appropriately adjusted, (iv) the Lenders and the Additional Commitment Lenders shall assign and assume outstanding Revolving Loans and Credit Extensions including participations in outstanding Letters of Credit so as to cause the amounts of such Revolving Loans and participations in Letters of Credit held by each Lender and each Additional Commitment Lender to conform to the respective Percentages of the Revolving Loan Commitment Commitments of the Lenders and the Additional Commitment Lenders and (v) the Borrower Borrowers and any Additional Commitment Lender that is not already a Lender shall execute and deliver any additional Notes or other amendments or modifications to this Agreement or any other Loan Document as the Administrative Agent may reasonably request. Any fees payable in respect of any commitment provided for in this Section 2.1.6(a) 2.4 shall be as agreed to by the Borrower Borrowers and the Administrative Agent. Any designation of a commitment hereunder Designated Additional Commitment pursuant to this Section 2.4 (i) shall be irrevocableirrevocable as of the Additional Commitment Date, (ii) shall reduce the amount of commitments that may be requested under this Section 2.1.6(a) 2.4 pro tanto and (iii) shall be in a minimum principal amount of $5,000,000 25,000,000 and integral multiples of $1,000,000.

Designated Additional Loans. At any From time that to time, so long as no Default has occurred and is continuing, the Borrower may notify the Administrative Agent that the Borrower is requesting thatwishes, on the terms and subject to the conditions contained in this Agreement, to obtain additional loans, in addition to the Loans made pursuant to Section 2.1, from the Lenders and/or other lenders Persons (each of which must be an Eligible Assignee) not then a party to this Agreement provide up to an aggregate amount of $400,000,000 in commitments to provide (i) (A) additional Revolving A-2 Loan Commitments or (B) loans to be provided under a new tranche of revolving loans which have terms and conditions (including interest rate and maturity date), as mutually agreed to by the Borrower, the Administrative Agent and the Person(s) providing such new tranche of Loans (in either case, “Designated Additional Revolving Loan Commitments”), (ii) additional Term E Loans (“Designated Additional Term E Loans”), (iii) additional Term F Loans (“provided that the cumulative amount of the Designated Additional Term F LoansLoans may not exceed $100,000,000. Such notice shall specify (A) the date (each, an “Additional Funding Date”) and/or (iv) loans to on which the Borrower proposes that the Designated Additional Loans shall be provided under made, which must be a new tranche of term loans (“Designated New Term Loans”) which have terms and conditions (including interest rate, premiums, fees, discounts, maturities and amortization schedule), as mutually agreed to by the Borrower, the Administrative Agent and the Person(s) providing such new tranche of Loans. Notwithstanding anything to the contrary herein, Business Day (i) on or after the final maturity date of any new tranche of revolving loans described in clause (i)(B) above shall be no earlier than on which the Stated Maturity Date of the Revolving A-2 Loans initial Borrowing under this Agreement occurs pursuant to Section 2.1 and (ii) at least three Business Days after the final maturity date of any Designated New Term Loans shall be no earlier than the Stated Maturity Date of the Term E Loans. Upon receipt of any such notice, and (B) the Administrative Agent shall use commercially reasonable efforts to arrange for the Lenders identity of each Lender or other Eligible Institutions Assignee that has agreed to provide such additional commitments; provided that a Designated Additional Loan and become a party to this Agreement, together with the Administrative Agent will first offer each amount of its Designated Additional Loan (each, an “Additional Funding Lender”). Such notice shall in addition contain the Lenders that then has statements and other information required in a Percentage of the Commitment or Loans of the type proposed to be obtained a pro rata portion of any such additional commitmentBorrowing Request. Nothing contained in this Section 2.1.6(a) 2.3 or otherwise in this Agreement is intended to commit any Lender or any Agent to provide any portion of Additional Designated Loan, but otherwise no consent from any such additional commitments. If and Lender or Agent shall be required, whether pursuant to the extent that Section 11.1 or otherwise, for any Lenders and/or other lenders agree, in their sole discretion, to provide any such additional commitments, (i) increase in the case of Designated Additional Revolving Loan Commitments of the type set forth in clause (i)(A) above, the Revolving A-2 Loan Commitment Amount shall be increased by the outstanding principal amount of the additional Revolving Loan Commitments agreed Loans pursuant to be so providedthis Section 2.3. On or before 2:30 p.m., (ii) Applicable Time, on the Additional Funding Date, and subject to compliance with the terms of Section 5.2 6.2, each Additional Funding Lender shall deposit with the Administrative Agent (to an account specified by the Administrative Agent for such purpose) same day funds in an amount equal to such Additional Funding Lender’s Designated Additional Loan, and such other terms and conditions mutually agreed to among the Borrowerextent funds are received from an Additional Funding Lender, the Administrative Agent and the Lenders providing any shall make such other commitments, Loans of the type requested by funds available to the Borrower will by wire transfer of same day funds to the accounts that the Borrower shall have specified in its notice of such Designated Additional Loans. No Additional Funding Lender’s commitment to make a Designated Additional Loan shall be made on affected by any other Additional Funding Lender’s failure to make its Designated Additional Loan. On the date as agreed among such PersonsAdditional Funding Date, (iiii) the Percentages of the respective Lenders in respect of the applicable Commitment or type of Loan and Additional Funding Lenders shall be proportionally adjusted appropriately adjusted, and (provided that the Percentage of each Lender shall not be increased without the consent of such Lender), (ivii) at such time and in such manner as the Borrower and the Administrative Agent shall agree (it being understood any Additional Funding Lender that the Borrower and the Agents will use commercially reasonable efforts to avoid the prepayment or assignment of any LIBO Rate Loan on is not already 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 cause the amounts of such Revolving Loans and participations in Letters of Credit held by each Lender to conform to the respective Percentages of the Revolving Loan Commitment of the Lenders and (v) the Borrower shall execute and deliver any additional Notes or other amendments or modifications to this Agreement or any other Loan Document as the Administrative Agent may reasonably request. Any fees payable in respect of any commitment Loans provided for in this Section 2.1.6(a) 2.3 shall be as agreed to by the Borrower and the Administrative Agent. Any designation of a commitment hereunder Designated Additional Loan pursuant to this Section 2.3 (i) shall be irrevocable, (ii) shall reduce the amount of commitments additional Loans that may be requested under this Section 2.1.6(a) 2.3 pro tanto and (iiiii) shall be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000.

Designated Additional Loans. At any time that no Default has occurred and is continuing, the Borrower may notify the Administrative Agent that the Borrower is requesting that, on the terms and subject to the conditions contained in this Agreement, the Lenders and/or other lenders not then a party to this Agreement provide up to an aggregate amount of $400,000,000 in commitments to provide (i) (A) additional Revolving A-2 Loan Commitments or (B) loans to be provided under a new tranche of revolving loans which have terms and conditions (including interest rate and maturity date), as mutually agreed to by the Borrower, the Administrative Agent, the Syndication Agent and the Person(s) providing such new tranche of Loans (in either case, “Designated Additional Revolving Loan Commitments”), (ii) additional Term E A Loans (“Designated Additional Term E A Loans”), (iii) additional Term F A-1 Loans (“Designated Additional Term F A-1 Loans”), (iv) additional Term B Loans (“Designated Additional Term B Loans”) and/or (ivv) loans to be provided under a new tranche of term loans (“Designated New Term Loans”) which have terms and conditions (including interest rate, premiums, fees, discounts, maturities rate and amortization schedule), as mutually agreed to by the Borrower, the Administrative Agent, the Syndication Agent and the Person(s) providing such new tranche of Loans. Notwithstanding anything to the contrary herein, (i) the final maturity date of any new tranche of revolving loans described in clause (i)(B) above shall be no earlier than the Stated Maturity Date of the Revolving A-2 Loans and (ii) the final maturity date of any Designated New Term Loans shall be no earlier than the Stated Maturity Date of the Term E A Loans, the Term A-1 Loans or the Term B Loans. Upon receipt of any such notice, the Administrative Agent shall use commercially reasonable efforts to arrange for the Lenders or other Eligible Institutions to provide such additional commitments; provided that the Administrative Agent will first offer each of the Lenders that then has a Percentage of the Commitment or Loans of the type proposed to be obtained a pro rata portion of any such additional commitment. Nothing contained in this Section 2.1.6(a) 2.1.6 or otherwise in this Agreement is intended to commit any Lender or any Agent to provide any portion of any such additional commitments. If and to the extent that any Lenders and/or other lenders agree, in their sole discretion, to provide any such additional commitments, (i) in the case of Designated Additional Revolving Loan Commitments of the type set forth in clause (i)(A) above, the Revolving A-2 Loan Commitment Amount shall be increased by the amount of the additional Revolving Loan Commitments agreed to be so provided, (ii) subject to compliance with the terms of Section 5.2 and such other terms and conditions mutually agreed to among the Borrower, the Administrative Agent, the Syndication Agent and the Lenders providing any such other commitments, Loans of the type requested by the Borrower will be made on the date as agreed among such Persons, (iii) the Percentages of the respective Lenders in respect of the applicable Commitment or type of Loan shall be proportionally adjusted (provided that the Percentage of each Lender shall not be increased without the consent of such Lender), (iv) in the case of Designated Additional Revolving Loan Commitment of the type set forth in clause (i)(A) above at such time and in such manner as the Borrower and the Administrative Agent shall agree (it being understood that the Borrower and the Agents will use commercially reasonable efforts to avoid the prepayment or assignment of any LIBO 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 cause the amounts of such Revolving Loans and participations in Letters of Credit held by each Lender to conform to the respective Percentages of the Revolving Loan Commitment of the Lenders and (v) the Borrower shall execute and deliver any additional Notes or other amendments or modifications to this Agreement or any other Loan Document as the Administrative Agent may reasonably request. Any fees payable in respect of any commitment provided for in this Section 2.1.6(a) 2.1.6 shall be as agreed to by the Borrower and the Administrative Agent. Any designation of a commitment hereunder (i) shall be irrevocable, (ii) shall reduce the amount of commitments that may be requested under this Section 2.1.6(a) 2.1.6 pro tanto and (iii) shall be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000.

Designated Additional Loans. At any time that no Default has occurred and is continuing, the Borrower WWI may notify the Administrative Agent that the Borrower WWI is requesting that, on the terms and subject to the conditions contained in this Agreement, the Lenders and/or other lenders not then a party to this Agreement provide up to an aggregate amount of $400,000,000 300,000,000 in commitments to provide (i) (A) additional Revolving A-2 Loan Commitments or (B) loans to be provided under a new tranche of revolving loans which have terms and conditions (including interest rate and maturity date), as mutually agreed to by the BorrowerWWI, the Administrative Agent, the Syndication Agent and the Person(s) providing such new tranche of Loans (in either case, “"Designated Additional Revolving Loan Commitments”), (ii) additional Term E A Loans (“"Designated Additional Term E A Loans”"), (iii) additional Term F B Loans (“"Designated Additional Term F B Loans”"), (iv) additional Term D Loans ("Designated Additional Term D Loans") and/or (ivv) loans to be provided under a new tranche of term loans (“"Designated New Term Loans”") which have terms and conditions (including interest rate, premiums, fees, discounts, maturities rate and amortization schedule), as mutually agreed to by the BorrowerWWI, the Administrative Agent, the Syndication Agent and the Person(s) providing such new tranche of Loans. Notwithstanding anything to the contrary herein, (i) the final maturity date of any new tranche of revolving loans described in clause (i)(B) above shall be no earlier than the Stated Maturity Date of the Revolving A-2 Loans and (ii) the final maturity date of any Designated New Term Loans shall be no earlier than the Stated Maturity Date of the Term E Loans. Upon receipt of any such notice, the Administrative Agent shall use commercially reasonable efforts to arrange for the Lenders or other Eligible Institutions to provide such additional commitments; provided that the Administrative Agent will first offer each of the Lenders that then has a Percentage of the Commitment or Loans of the type proposed to be obtained a pro rata portion of any such additional commitment. Nothing contained in this Section 2.1.6(a) 2.1.6 or otherwise in this Agreement is intended to commit any Lender or any Agent to provide any portion of any such additional commitments. If and to the extent that any Lenders and/or other lenders agree, in their sole discretion, to provide any such additional commitments, (i) in the case of Designated Additional Revolving Loan Commitments of the type set forth in clause (i)(A) above, the Revolving A-2 Loan Commitment Amount shall be increased by the amount of the additional Revolving Loan Commitments agreed to be so provided, (ii) subject to compliance with the terms of Section 5.2 and such other terms and conditions mutually agreed to among the BorrowerWWI, the Administrative Agent, the Syndication Agent and the Lenders providing any such other commitments, Loans of the type requested by the Borrower WWI will be made on the date as agreed among such Persons, (iii) the Percentages of the respective Lenders in respect of the applicable Commitment or type of Loan shall be proportionally adjusted (provided that the Percentage of each Lender shall not be increased without the consent of such Lender), (iv) in the case of Designated Additional Revolving Loan Commitment of the type set forth in (i)(A) above at such time and in such manner as the Borrower WWI and the Administrative Agent shall agree (it being understood that the Borrower WWI and the Agents will use commercially reasonable efforts to avoid the prepayment or assignment of any LIBO 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 cause the amounts of such Revolving Loans and participations in Letters of Credit held by each Lender to conform to the respective Percentages of the Revolving Loan Commitment of the Lenders and (v) the Borrower WWI shall execute and deliver any additional Notes or other amendments or modifications to this Agreement or any other Loan Document as the Administrative Agent may reasonably request. Any fees payable in respect of any commitment provided for in this Section 2.1.6(a) 2.1.6 shall be as agreed to by the Borrower WWI and the Administrative Agent. Any designation of a commitment hereunder (i) shall be irrevocable, (ii) shall reduce the amount of commitments that may be requested under this the Section 2.1.6(a) 2.1.6 pro tanto and (iii) shall be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000.

Designated Additional Loans. At any From time that to time, so long as no Default has occurred and is continuing, the Borrower Borrowers may notify the Administrative Agent that the Borrower is requesting thatBorrowers wish, on the terms and subject to the conditions contained in this Agreement, to increase the Total Commitment Amount by additional Commitments from the Lenders and/or other lenders Persons (each of which must be an Eligible Assignee) not then a party to this Agreement provide up to an aggregate amount of $400,000,000 in commitments to provide (i) (A) additional Revolving A-2 Loan Commitments or (B) loans to be provided under a new tranche of revolving loans which have terms and conditions (including interest rate and maturity date), as mutually agreed to by the Borrower, the Administrative Agent and the Person(s) providing such new tranche of Loans (in either case, “Designated Additional Revolving Loan Commitments”), (ii) additional Term E Loans (“Designated Additional Term E Loans”), (iii) additional Term F Loans (“Designated Additional Term F Loans”) and/or (iv) loans to be provided under a new tranche of term loans (“Designated New Term Loans”) which have terms and conditions (including interest rate, premiums, fees, discounts, maturities and amortization schedule), as mutually agreed to by the Borrower, the Administrative Agent and the Person(s) providing such new tranche of Loans. Notwithstanding anything to the contrary herein, (i) the final maturity date of any new tranche of revolving loans described in clause (i)(B) above shall be no earlier than the Stated Maturity Date of the Revolving A-2 Loans and (ii) the final maturity date of any Designated New Term Loans shall be no earlier than the Stated Maturity Date of the Term E Loans. Upon receipt of any such notice, the Administrative Agent shall use commercially reasonable efforts to arrange for the Lenders or other Eligible Institutions to provide such additional commitments; provided that the Administrative Agent will first offer each of the Lenders that then has a Percentage of the Commitment or Loans of the type proposed to be obtained a pro rata portion of any such additional commitment. Nothing contained in this Section 2.1.6(a) or otherwise in this Agreement is intended to commit any Lender or any Agent to provide any portion of any such additional commitments. If and to the extent that any Lenders and/or other lenders agree, in their sole discretion, to provide any such additional commitments, (i) in the case of Designated Additional Revolving Loan Commitments of the type set forth in clause (i)(A) above, the Revolving A-2 Loan Commitment Amount shall be increased by the cumulative amount of the additional Revolving Loan Designated Additional Commitments agreed to be so provided, may not exceed $175,000,000. Such notice shall specify (iiA) subject to compliance with the terms of Section 5.2 and such other terms and conditions mutually agreed to among the Borrower, the Administrative Agent and the Lenders providing any such other commitments, Loans of the type requested by the Borrower will be made on the date as agreed among such Persons(each, (iiian “Additional Commitment Date”) on which the Percentages of Borrowers propose that the respective Lenders in respect of the applicable Commitment or type of Loan Designated Additional Commitments shall be proportionally adjusted (provided that the Percentage of each Lender shall not be increased without the consent of such Lender), (iv) at such time and in such manner as the Borrower and the Administrative Agent shall agree effective (it being understood that the Borrower Borrowers and the Agents will use commercially reasonable efforts to avoid the prepayment or assignment of any LIBO Rate Loan on a day other than the last day of the Interest Period applicable thereto) and (B) the identity of each Lender or Eligible Assignee that has agreed to provide a Designated Additional Commitment and become a party to this Agreement, together with the amount of its Designated Additional Commitment (each, an “Additional Commitment Lender”). Nothing contained in this Section 2.4 or otherwise in this Agreement is intended to commit any Lender or any Agent to provide any Additional Designated Commitment, but otherwise no consent from any Lender or Agent shall be required, whether pursuant to Section 11.1 or otherwise, for any increase in the Total Commitment Amount pursuant to this Section 2.4. On the Additional Commitment Date (i) the Total Commitment Amount shall be increased by the amount of the additional Commitments agreed to be so provided, (ii) subject to compliance with the terms of Section 6.2, Loans requested by the Borrowers will be made in accordance with this Agreement, (iii) the Percentages of the respective Lenders and Additional Commitment Lenders shall be appropriately adjusted, (iv) the Lenders and the Additional Commitment Lenders shall assign and assume outstanding Revolving Loans and Credit Extensions including participations in outstanding Letters of Credit so as to cause the amounts of such Revolving Loans and participations in Letters of Credit held by each Lender and each Additional Commitment Lender to conform to the respective Percentages of the Revolving Loan Commitment Commitments of the Lenders and the Additional Commitment Lenders and (v) the Borrower Borrowers and any Additional Commitment Lender that is not already a Lender shall execute and deliver any additional Notes or other amendments or modifications to this Agreement or any other Loan Document as the Administrative Agent may reasonably request. Any fees payable in respect of any commitment provided for in this Section 2.1.6(a) 2.4 shall be as agreed to by the Borrower Borrowers and the Administrative Agent. Any designation of a commitment hereunder Designated Additional Commitment pursuant to this Section 2.4 (i) shall be irrevocableirrevocable as of the Additional Commitment Date, (ii) shall reduce the amount of commitments that may be requested under this Section 2.1.6(a) pro 2.4pro tanto and (iii) shall be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000.

Designated Additional Loans. At any From time that to time, so long as no Default has occurred and is continuing, the Borrower Borrowers may notify the Administrative Agent that the Borrower is requesting thatBorrowers wish, on the terms and subject to the conditions contained in this Agreement, to increase the Total Commitment Amount by additional Commitments from the Lenders and/or other lenders Persons (each of which must be an Eligible Assignee) not then a party to this Agreement provide up to an aggregate amount of $400,000,000 in commitments to provide (i) (A) additional Revolving A-2 Loan Commitments or (B) loans to be provided under a new tranche of revolving loans which have terms and conditions (including interest rate and maturity date), as mutually agreed to by the Borrower, the Administrative Agent and the Person(s) providing such new tranche of Loans (in either case, “Designated Additional Revolving Loan Commitments”), (ii) additional Term E Loans (“Designated Additional Term E Loans”), (iii) additional Term F Loans (“Designated Additional Term F Loans”) and/or (iv) loans to be provided under a new tranche of term loans (“Designated New Term Loans”) which have terms and conditions (including interest rate, premiums, fees, discounts, maturities and amortization schedule), as mutually agreed to by the Borrower, the Administrative Agent and the Person(s) providing such new tranche of Loans. Notwithstanding anything to the contrary herein, (i) the final maturity date of any new tranche of revolving loans described in clause (i)(B) above shall be no earlier than the Stated Maturity Date of the Revolving A-2 Loans and (ii) the final maturity date of any Designated New Term Loans shall be no earlier than the Stated Maturity Date of the Term E Loans. Upon receipt of any such notice, the Administrative Agent shall use commercially reasonable efforts to arrange for the Lenders or other Eligible Institutions to provide such additional commitments; provided that the Administrative Agent will first offer each cumulative amount of the Lenders that then has a Percentage Designated Additional Commitments may not exceed $310,000,000.350,000,000. Such Designated Additional Commitments may, at the Borrowers’ election, take the form of an increase to the Commitment then-existing Commitments or new Term Loans of the type proposed to be obtained a pro rata portion of any such additional commitment. Nothing contained in this Section 2.1.6(a) or otherwise in this Agreement is intended to commit any Lender or any Agent to provide any portion of any such additional commitments. If and and, to the extent that any Lenders and/or other lenders agreesuch increase shall take the form of Term Loans, this Agreement shall be amended, in their sole discretionform and substance reasonably satisfactory to the Administrative Agent, to provide any include such additional commitmentsterms as are customary for a term loan tranche. Such notice shall specify (A) the date (each, (ian “Additional Commitment Date”) in on which the case of Borrowers propose that the Designated Additional Revolving Loan Commitments of the type set forth in clause (i)(A) above, the Revolving A-2 Loan Commitment Amount shall be increased by the amount of the additional Revolving Loan Commitments agreed to be so provided, (ii) subject to compliance with the terms of Section 5.2 and such other terms and conditions mutually agreed to among the Borrower, the Administrative Agent and the Lenders providing any such other commitments, Loans of the type requested by the Borrower will be made on the date as agreed among such Persons, (iii) the Percentages of the respective Lenders in respect of the applicable Commitment or type of Loan shall be proportionally adjusted (provided that the Percentage of each Lender shall not be increased without the consent of such Lender), (iv) at such time and in such manner as the Borrower and the Administrative Agent shall agree effective (it being understood that the Borrower Borrowers and the Agents will use commercially reasonable efforts to avoid the prepayment or assignment of any LIBO Rate Loan on a day other than the last day of the Interest Period applicable thereto), (B) the identity of each Lender or Eligible Assignee that has agreed to provide a Designated Additional Commitment and become a party to this Agreement, together with the amount of its Designated Additional Commitment (each, an “Additional Commitment Lender”) and (C) whether the Designated Additional Commitments shall take the form of an increase to the then-existing Commitments or new Term Loans. Nothing contained in this Section 2.4 or otherwise in this Agreement is intended to commit any Lender or any Agent to provide any Additional Designated Additional Commitment, but otherwise no consent from any Lender or Agent shall be required, whether pursuant to Section 11.1 or otherwise, for any increase in the Total Commitment Amount pursuant to this Section 2.4. On the Additional Commitment Date (i) the Total Commitment Amount shall be increased by the amount of the additional Commitments agreed to be so provided, (ii) subject to compliance with the terms of Section 6.2, Loans requested by the Borrowers will be made in accordance with this Agreement, (iii) the Percentages of the respective Lenders and Additional Commitment Lenders shall be appropriately adjusted, (iv) the Lenders and the Additional Commitment Lenders shall assign and assume outstanding Revolving Loans and Credit Extensions including participations in outstanding Letters of Credit so as to cause the amounts of such Revolving Loans and participations in Letters of Credit held by each Lender and each Additional Commitment Lender to conform to the respective Percentages of the Revolving Loan Commitment Commitments of the Lenders and the Additional Commitment Lenders and (v) the Borrower Borrowers and any Additional Commitment Lender that is not already a Lender shall execute and deliver any additional Notes or other amendments or modifications to this Agreement or any other Loan Document as the Administrative Agent may reasonably request. Any fees payable in respect of any commitment provided for in this Section 2.1.6(a) 2.4 shall be as agreed to by the Borrower Borrowers and the Administrative Agent. Any designation of a commitment hereunder Designated Additional Commitment pursuant to this Section 2.4 (i) shall be irrevocableirrevocable as of the Additional Commitment Date, (ii) shall reduce the amount of commitments that may be requested under this Section 2.1.6(a) 2.4 pro tanto and (iii) shall be in a minimum principal amount of $5,000,000 25,000,000 and integral multiples of $1,000,000.

Designated Additional Loans. At any From time that to time, so long as no Default has occurred and is continuing, the Borrower Borrowers may notify the Administrative Agent that the Borrower is requesting thatBorrowers wish, on the terms and subject to the conditions contained in this Agreement, to increase the Total Commitment Amount by additional Commitments from the Lenders and/or other lenders Persons (each of which must be an Eligible Assignee) not then a party to this Agreement provide up to an aggregate amount of $400,000,000 in commitments to provide (i) (A) additional Revolving A-2 Loan Commitments or (B) loans to be provided under a new tranche of revolving loans which have terms and conditions (including interest rate and maturity date), as mutually agreed to by the Borrower, the Administrative Agent and the Person(s) providing such new tranche of Loans (in either case, “Designated Additional Revolving Loan Commitments”), (ii) additional Term E Loans (“Designated Additional Term E Loans”), (iii) additional Term F Loans (“Designated Additional Term F Loans”) and/or (iv) loans to be provided under a new tranche of term loans (“Designated New Term Loans”) which have terms and conditions (including interest rate, premiums, fees, discounts, maturities and amortization schedule), as mutually agreed to by the Borrower, the Administrative Agent and the Person(s) providing such new tranche of Loans. Notwithstanding anything to the contrary herein, (i) the final maturity date of any new tranche of revolving loans described in clause (i)(B) above shall be no earlier than the Stated Maturity Date of the Revolving A-2 Loans and (ii) the final maturity date of any Designated New Term Loans shall be no earlier than the Stated Maturity Date of the Term E Loans. Upon receipt of any such notice, the Administrative Agent shall use commercially reasonable efforts to arrange for the Lenders or other Eligible Institutions to provide such additional commitments; provided that the Administrative Agent will first offer each cumulative amount of the Lenders that then has a Percentage Designated Additional Commitments may not exceed $250,000,000. Such Designated Additional Commitments may, at the Borrowers’ election, take the form of an increase to the Commitment then-existing Commitments or new Term Loans of the type proposed to be obtained a pro rata portion of any such additional commitment. Nothing contained in this Section 2.1.6(a) or otherwise in this Agreement is intended to commit any Lender or any Agent to provide any portion of any such additional commitments. If and and, to the extent that any Lenders and/or other lenders agreesuch increase shall take the form of Term Loans, this Agreement shall be amended, in their sole discretionform and substance reasonably satisfactory to the Administrative Agent, to provide any include such additional commitmentsterms as are customary for a term loan tranche. Such notice shall specify (A) the date (each, (ian “Additional Commitment Date”) in on which the case of Borrowers propose that the Designated Additional Revolving Loan Commitments of the type set forth in clause (i)(A) above, the Revolving A-2 Loan Commitment Amount shall be increased by the amount of the additional Revolving Loan Commitments agreed to be so provided, (ii) subject to compliance with the terms of Section 5.2 and such other terms and conditions mutually agreed to among the Borrower, the Administrative Agent and the Lenders providing any such other commitments, Loans of the type requested by the Borrower will be made on the date as agreed among such Persons, (iii) the Percentages of the respective Lenders in respect of the applicable Commitment or type of Loan shall be proportionally adjusted (provided that the Percentage of each Lender shall not be increased without the consent of such Lender), (iv) at such time and in such manner as the Borrower and the Administrative Agent shall agree effective (it being understood that the Borrower Borrowers and the Agents will use commercially reasonable efforts to avoid the prepayment or assignment of any LIBO Rate Loan on a day other than the last day of the Interest Period applicable thereto), (B) the identity of each Lender or Eligible Assignee that has agreed to provide a Designated Additional Commitment and become a party to this Agreement, together with the amount of its Designated Additional Commitment (each, an “Additional Commitment Lender”) and (C) whether the Designated Additional Commitments shall take the form of an increase to the then-existing Commitments or new Term Loans. Nothing contained in this Section 2.4 or otherwise in this Agreement is intended to commit any Lender or any Agent to provide any Additional Designated Commitment, but otherwise no consent from any Lender or Agent shall be required, whether pursuant to Section 11.1 or otherwise, for any increase in the Total Commitment Amount pursuant to this Section 2.4. On the Additional Commitment Date (i) the Total Commitment Amount shall be increased by the amount of the additional Commitments agreed to be so provided, (ii) subject to compliance with the terms of Section 6.2, Loans requested by the Borrowers will be made in accordance with this Agreement, (iii) the Percentages of the respective Lenders and Additional Commitment Lenders shall be appropriately adjusted, (iv) the Lenders and the Additional Commitment Lenders shall assign and assume outstanding Revolving Loans and Credit Extensions including participations in outstanding Letters of Credit so as to cause the amounts of such Revolving Loans and participations in Letters of Credit held by each Lender and each Additional Commitment Lender to conform to the respective Percentages of the Revolving Loan Commitment Commitments of the Lenders and the Additional Commitment Lenders and (v) the Borrower Borrowers and any Additional Commitment Lender that is not already a Lender shall execute and deliver any additional Notes or other amendments or modifications to this Agreement or any other Loan Document as the Administrative Agent may reasonably request. Any fees payable in respect of any commitment provided for in this Section 2.1.6(a) 2.4 shall be as agreed to by the Borrower Borrowers and the Administrative Agent. Any designation of a commitment hereunder Designated Additional Commitment pursuant to this Section 2.4 (i) shall be irrevocableirrevocable as of the Additional Commitment Date, (ii) shall reduce the amount of commitments that may be requested under this Section 2.1.6(a) 2.4 pro tanto and (iii) shall be in a minimum principal amount of $5,000,000 25,000,000 and integral multiples of $1,000,000.

Designated Additional Loans. At any time that no Default has occurred and is continuing, the Borrower may notify the Administrative Agent that the Borrower is requesting that, on the terms and subject to the conditions contained in this Agreement, the Lenders and/or other lenders not then a party to this Agreement provide up to an aggregate amount of $400,000,000 200,000,000 in commitments to provide (i) (A) additional Revolving A-2 Loan Commitments or (B) loans to be provided under a new tranche of revolving loans which have terms and conditions (including interest rate and maturity date), as mutually agreed to by the Borrower, the Administrative Agent, the Syndication Agent and the Person(s) providing such new tranche of Loans (in either case, “Designated Additional Revolving Loan Commitments”), (ii) additional Term E B Loans (“Designated Additional Term E Loans”), (iii) additional Term F Loans (“Designated Additional Term F B Loans”) and/or (iviii) loans to be provided under a new tranche of term loans (“Designated New Term Loans”) which have terms and conditions (including interest rate, premiums, fees, discounts, maturities rate and amortization schedule), as mutually agreed to by the Borrower, the Administrative Agent, the Syndication Agent and the Person(s) providing such new tranche of Loans. Notwithstanding anything to the contrary herein, (i) the final maturity date of any new tranche of revolving loans described in clause (i)(B) above shall be no earlier than the Stated Maturity Date of the Revolving A-2 Loans and (ii) the final maturity date of any Designated New Term Loans shall be no earlier than the Stated Maturity Date of the Term E Loans. Upon receipt of any such notice, the Administrative Agent shall use commercially reasonable efforts to arrange for the Lenders or other Eligible Institutions to provide such additional commitments; provided that the Administrative Agent will first offer each of the Lenders that then has a Percentage of the Commitment or Loans of the type proposed to be obtained a pro rata portion of any such additional commitment. Nothing contained in this Section 2.1.6(a) 2.1.6 or otherwise in this Agreement is intended to commit any Lender or any Agent to provide any portion of any such additional commitments. If and to the extent that any Lenders and/or other lenders agree, in their sole discretion, to provide any such additional commitments, (i) in the case of Designated Additional Revolving Loan Commitments of the type set forth in clause (i)(A) above, the Revolving A-2 Loan Commitment Amount shall be increased by the amount of the additional Revolving Loan Commitments agreed to be so provided, (ii) subject to compliance with the terms of Section 5.2 and such other terms and conditions mutually agreed to among the Borrower, the Administrative Agent, the Syndication Agent and the Lenders providing any such other commitments, Loans of the type requested by the Borrower will be made on the date as agreed among such Persons, (iii) the Percentages of the respective Lenders in respect of the applicable Commitment or type of Loan shall be proportionally adjusted (provided that the Percentage of each Lender shall not be increased without the consent of such Lender), (iv) in the case of Designated Additional Revolving Loan Commitment of the type set forth in (i)(A) above at such time and in such manner as the Borrower and the Administrative Agent shall agree (it being understood that the Borrower and the Agents will use commercially reasonable efforts to avoid the prepayment or assignment of any LIBO 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 cause the amounts of such Revolving Loans and participations in Letters of Credit held by each Lender to conform to the respective Percentages of the Revolving Loan Commitment of the Lenders and (v) the Borrower shall execute and deliver any additional Notes or other amendments or modifications to this Agreement or any other Loan Document as the Administrative Agent may reasonably request. Any fees payable in respect of any commitment provided for in this Section 2.1.6(a) 2.1.6 shall be as agreed to by the Borrower and the Administrative Agent. Any designation of a commitment hereunder (i) shall be irrevocable, (ii) shall reduce the amount of commitments that may be requested under this Section 2.1.6(a) 2.1.6 pro tanto and (iii) shall be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000.