Common use of Negotiated Rate Loans Clause in Contracts

Negotiated Rate Loans. Subject to the terms and conditions set forth herein, each Revolving Lender, severally and for itself alone, may (but is not obligated to) make one or more loans (each such loan, a “Negotiated Rate Loan”) to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Negotiated Rate Sublimit, notwithstanding the fact that such Negotiated Rate Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Committed Revolving Loans and L/C Obligations of such Lender may exceed the amount of such Lender’s Revolving Commitment; provided, that Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments; and, provided further, that Negotiated Rate Loans shall be available to the Borrower for periods of one day to 180 days, so long as both the corporate rating of the Borrower by S&P is BBB- or better and the senior implied rating of the Borrower by Xxxxx’x is Baa3 or better. It is understood that should a Lender make a Negotiated Rate Loan it shall not relieve such Lender from its obligation to make its pro rata share of any future Committed Revolving Loan even if after making such Committed Revolving Loan the Outstanding Amount of Committed Revolving Loans and L/C Obligations of such Lender, together with the Outstanding Amount of its Negotiated Rate Loans, exceeds the amount such Lender’s Revolving Commitment.

Negotiated Rate Loans. Subject to the terms and conditions set forth herein, each Revolving Lender, severally and for itself alone, may (but is not obligated to) make one or more loans (which loans may be made in Dollars or in any Alternative Currency) (each such loan, a “Negotiated Rate Loan”) to the Borrower from time to time on any Business Day during the Availability Period for the Revolving Facility in an aggregate amount Outstanding Amount not to exceed at any time outstanding the amount of (i) the Negotiated Rate Sublimit and (ii) with respect to Negotiated Rate Loans made in an Alternative Currency (plus the aggregate Outstanding Amount of all Committed Revolving Loans denominated in an Alternative Currency), the Alternative Currency Sublimit, notwithstanding the fact that such Negotiated Rate Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Committed Revolving Loans and L/C Obligations of such Lender may exceed the amount of such Lender’s Revolving Commitment; provided, provided that Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments; andprovided, provided further, that Negotiated Rate Loans shall be available to the Borrower for periods of one day to 180 days, so long as both the corporate rating two of the Borrower by S&P is three Debt Ratings from S&P, Moody’s and Fitch are BBB- or better and the senior implied rating of the Borrower by Xxxxx’x is (Baa3 or betterbetter in the case of Moody’s). It is understood that should a Revolving Lender make a Negotiated Rate Loan it shall not relieve such Lender from its obligation to make its pro rata share of any future Committed Revolving Loan even if after making such Committed Revolving Loan the Outstanding Amount of Committed Revolving Loans and L/C Obligations of such Lender, together with the Outstanding Amount of its Negotiated Rate Loans, exceeds the amount of such Lender’s Revolving Commitment.

Negotiated Rate Loans. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of Company set forth herein, each Revolving LenderCompany agrees that, severally from time to time during the period from and for itself aloneincluding the Closing Date to but excluding the Termination Date, Company may (but is not obligated to) request one or more Domestic Lenders, in the sole discretion of each, to make one or more loans Domestic Loans to Company on a non-pro rata basis, each such Loan to remain outstanding for at least one day and to mature no later than 180 days after the making thereof or if earlier, the Termination Date and to bear interest at such rate as shall be agreed to by Company and the applicable Domestic Lender (each such loanLoan, a “Negotiated Rate Loan”); provided that in no event shall (x) to the Borrower from time to time on any Business Day during the Availability Period in an aggregate principal amount not to exceed of Negotiated Rate Loans outstanding at any time outstanding exceed $500,000,000 or (y) the amount Total Utilization of the Negotiated Rate Sublimit, notwithstanding the fact that such Negotiated Rate Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Committed Revolving Loans and L/C Obligations of such Lender may Domestic Commitments exceed the amount of such Lender’s Revolving Commitment; provided, that Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments; and, provided further, that Domestic Commitments then in effect. All Negotiated Rate Loans shall be available in such minimum amounts as may be mutually agreed upon by the applicable Domestic Lender and Company. Company and Domestic Lenders acknowledge that (A) subject to the Borrower for periods proviso in the first sentence of one day this paragraph, notwithstanding the Domestic Commitment of any Domestic Lender, each such Domestic Lender may, but shall not be obligated to, make Negotiated Rate Loans as of any date in an aggregate amount that would not cause the Total Utilization of Domestic Commitments to 180 daysexceed the Domestic Commitments then in effect (and each Domestic Lender may rely on the information provided by Company in the Notice of Borrowing, so long as both absent any actual knowledge to the corporate rating of the Borrower by S&P is BBB- or better contrary); and the senior implied rating of the Borrower by Xxxxx’x is Baa3 or better(B) Negotiated Rate Loans need not be made in accordance with Lenders’ Domestic Pro Rata Shares. It is understood that should a Each Lender make a making any Negotiated Rate Loan it shall not relieve shall, prior to or concurrently with the making thereof, provide Administrative Agent with written notice of the amount, Funding Date and maturity date of such Lender Negotiated Rate Loan, and Company and Lenders will, from its obligation time to make its pro rata share time, furnish such information to Administrative Agent as Administrative Agent may request relating to the making of Negotiated Rates Loans, including, without limitation, confirmation of amounts, Funding Dates and maturities (and, upon the occurrence and during the continuance of any future Committed Revolving Loan even if after making such Committed Revolving Loan Potential Event of Default or Event of Default, applicable interest rates), for the Outstanding Amount purpose of Committed Revolving Loans determining the Total Utilization of Domestic Commitments and L/C Obligations the allocation of such Lender, together with the Outstanding Amount amounts received from Company for payment of its Negotiated Rate Loans, exceeds the amount such Lender’s Revolving Commitmentall amounts owing hereunder.

Negotiated Rate Loans. Subject to the terms and conditions set forth herein, each Revolving Lender, severally and for itself alone, may (but is not obligated to) make one or more loans (which loans may be made in Dollars or in any other currency) (each such loan, a “Negotiated Rate Loan”) to the Borrower Borrowers from time to time on any Business Day during the Availability Period in an aggregate amount Outstanding Amount not to exceed at any time outstanding the amount of (i) the Negotiated Rate Sublimit and (ii) with respect to Negotiated Rate Loans made in a currency other than Dollars (plus the all outstanding Committed Revolving Loans denominated in an Alternative Currency), the Alternative Currency Sublimit, notwithstanding the fact that such Negotiated Rate Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Committed Revolving Loans and L/C Obligations of such Lender may exceed the amount of such Lender’s Revolving Commitment; provided, provided that Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments; and, provided provided, further, that Negotiated Rate Loans shall be available to the Borrower Borrowers for periods of one (1) day to 180 one hundred eighty (180) days, so long as both the corporate rating two of the Borrower by S&P is three Debt Ratings from S&P, Xxxxx’x and Fitch are BBB- or better and the senior implied rating of the Borrower by Xxxxx’x is (Baa3 or betterbetter in the case of Xxxxx’x). It is understood that should a Revolving Lender make a Negotiated Rate Loan Loan, it shall not relieve such Lender from its obligation to make its pro rata share of any future Committed Revolving Loan even if after making such Committed Revolving Loan the Outstanding Amount of Committed Revolving Loans and L/C Obligations of such Lender, together with the Outstanding Amount of its Negotiated Rate Loans, exceeds the amount of such Lender’s Revolving Commitment.

Negotiated Rate Loans. Subject No later than 12:00 Noon (local time in the city in which the proceeds of such Negotiated Rate Loans are to be made available in accordance with the terms and conditions set forth herein, hereof) on the relevant Borrowing Date for each Revolving Lender, severally and for itself alone, may (but is not obligated to) make one or more loans (each such loan, a “Negotiated Rate Loan”) to , the Borrower from time to time on any Business Day during applicable Lender shall make available the Availability Period in an aggregate amount not to exceed at any time outstanding the amount proceeds of the such Negotiated Rate Sublimit, notwithstanding Loan (x) in the fact that such case of Dollar Negotiated Rate Loans, when aggregated to the Administrative Agent at its Applicable Payment Office and (y) in the case of Alternate Currency Negotiated Rate Loans, directly to the applicable Borrower at such Lender's Applicable Payment Office, in each case in immediately available funds in the Applicable Currency. Notwithstanding the foregoing, upon the occurrence and during the continuance of an Event of Default, if directed by the Required Lenders and with the Applicable Percentage consent of the Outstanding Amount Administrative Agent, the proceeds of Committed Revolving Loans and L/C Obligations of all such Lender may exceed the amount of such Lender’s Revolving Commitment; provided, that Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments; and, provided further, that Negotiated Rate Loans shall be made available in immediately available funds at the Applicable Payment Office of the Administrative Agent. All amounts made available to the Administrative Agent on the applicable Borrowing Date pursuant to the preceding two sentences will then be made available on such date to the applicable Borrower for periods of one day to 180 days, so long as both by the corporate rating Administrative Agent at the Applicable Payment Office of the Administrative Agent to the extent of funds actually received by the Administrative Agent no later than 2:30 P.M. (local time in the city in which the proceeds of such loans are to be made available in accordance with the terms hereof). - 45 - 52 (d) Individual Currency Loans. No later than 12:00 Noon (local time in the city in which the proceeds of such Individual Currency Loans are to be made available in accordance with the terms hereof) on the relevant Borrowing Date for each Individual Currency Loan, the applicable Lender shall make available the proceeds of such Individual Currency Loan directly to the applicable Borrower at such Lender's Applicable Payment Office, in each case in immediately available funds in the Applicable Currency. Notwithstanding the foregoing, upon the occurrence and during the continuance of an Event of Default, if directed by the Required Lenders and with the consent of the Administrative Agent, the proceeds of all such Individual Currency Loans shall be made available in immediately available funds at the Applicable Payment Office of the Administrative Agent. All amounts made available to the Administrative Agent on the applicable Borrowing Date pursuant to the preceding two sentences will then be made available on such date to the applicable Borrower by S&P is BBB- or better and the senior implied rating Administrative Agent at the Applicable Payment Office of the Borrower Administrative Agent to the extent of funds actually received by Xxxxx’x is Baa3 or better. It is understood that should a Lender make a Negotiated Rate Loan it shall not relieve such Lender from its obligation to make its pro rata share of any future Committed Revolving Loan even if after making such Committed Revolving Loan the Outstanding Amount of Committed Revolving Loans and L/C Obligations Administrative Agent no later than 2:30 P.M. (local time in the city in which the proceeds of such Lender, together loans are to be made available in accordance with the Outstanding Amount of its Negotiated Rate Loans, exceeds the amount such Lender’s Revolving Commitmentterms hereof).

Negotiated Rate Loans. Subject to the terms and conditions set forth herein, each Revolving Lender, severally and for itself alone, may (but is not obligated to) make one or more loans (each such loan, a “Negotiated Rate Loan”) to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Negotiated Rate Sublimit, notwithstanding the fact that such Negotiated Rate Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Committed Revolving Loans and L/C Obligations of such Lender may exceed the amount of such Lender’s Revolving Commitment; provided, that Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments; and, provided further, that Negotiated Rate Loans shall be available to the Borrower for periods of one day to 180 days, so long as both the corporate rating of the Borrower by S&P is BBB- or better and the senior implied rating of the Borrower by Xxxxx’x is Baa3 or better. It is understood that should a Lender make a Negotiated Rate Loan it shall not relieve such Lender from its obligation to make its pro rata share of any future Committed Revolving Loan even if after making such Committed Revolving Loan the Outstanding Amount of Committed Revolving Loans and L/C Obligations of such Lender, together with the Outstanding Amount of its Negotiated Rate Loans, exceeds the amount such Lender’s Revolving Commitment.

Negotiated Rate Loans. Subject to the terms and conditions set forth herein, each Revolving Lender, severally and for itself alone, may (but is not obligated to) make one or more loans (which loans may be made in Dollars or in any Alternative Currency) (each such loan, a “Negotiated Rate Loan”) to the Borrower from time to time on any Business Day during the Availability Period for the Revolving Facility in an aggregate amount Outstanding Amount not to exceed at any time outstanding the amount of (i) the Negotiated Rate Sublimit and (ii) with respect to Negotiated Rate Loans made in an Alternative Currency (plus the aggregate Outstanding Amount of all Committed Revolving Loans denominated in an Alternative Currency), the Alternative Currency Sublimit, notwithstanding the fact that such Negotiated Rate Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Committed Revolving Loans and L/C Obligations of such Lender may exceed the amount of such Lender’s Revolving Commitment; provided, provided that Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments; andprovided, provided further, that Negotiated Rate Loans shall be available to the Borrower for periods of one day to 180 days, so long as both the corporate rating two of the Borrower by S&P is three Debt Ratings from S&P, Mxxxx’x and Fitch are BBB- or better and the senior implied rating of the Borrower by Xxxxx’x is (Baa3 or betterbetter in the case of Mxxxx’x). It is understood that should a Revolving Lender make a Negotiated Rate Loan it shall not relieve such Lender from its obligation to make its pro rata share of any future Committed Revolving Loan even if after making such Committed Revolving Loan the Outstanding Amount of Committed Revolving Loans and L/C Obligations of such Lender, together with the Outstanding Amount of its Negotiated Rate Loans, exceeds the amount of such Lender’s Revolving Commitment.

Negotiated Rate Loans. (a) Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Borrower set forth herein, each Revolving LenderLender hereby severally agrees that from time to time during the period from and including the Effective Date to but excluding the Revolving Loan Termination Date, severally and for itself alonethe Borrower may request one or more Revolving Lenders, may (but is not obligated to) in the sole discretion of each, to make one or more loans Loans to the Borrower on a non-pro rata basis, each such Loan to remain outstanding for at least one day and to mature no later than 180 days after the making thereof (or if earlier, the Revolving Loan Termination Date) and to bear interest at such rate as shall be agreed to by the Borrower and the applicable Revolving Lender (each such loan, Loan being a “"NEGOTIATED RATE LOAN"); PROVIDED that in no event shall (i) the aggregate Outstanding Amount of Negotiated Rate Loan”) to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed Loans at any time outstanding the amount of exceed the Negotiated Rate SublimitLoan Sublimit or (ii) the Outstanding Revolving Credit Obligations exceed the Revolving Loan Commitment. All Negotiated Rate Loans shall be in such minimum amounts as may be mutually agreed upon by the Borrower and the applicable Revolving Lender. The Borrower and Revolving Lenders acknowledge that (i) subject to the proviso in the first sentence of this paragraph, notwithstanding the fact Revolving Loan Commitment of any Revolving Lender, each Revolving Lender may, but shall not be obligated to, make Negotiated Rate Loans as of any date in any aggregate amount that would not cause the Outstanding Revolving Credit Obligations to exceed the combined Revolving Loan Commitments then in effect (and for such purposes each Revolving Lender may rely on the information provided by the Borrower in the Notice of Borrowing); and (B) Negotiated Rate Loans need not be made in accordance with the Revolving Lenders' Pro Rata Shares. (b) Each Revolving Lender making any Negotiated Rate Loans shall, prior to or concurrently with the making thereof, provide Agent with written notice of the amount, the date of Borrowing and maturity date of such Negotiated Rate Loans, when aggregated with and the Applicable Percentage of the Outstanding Amount of Committed Borrower and Revolving Loans and L/C Obligations of Lenders will, from time to time, furnish such Lender may exceed the amount of such Lender’s Revolving Commitment; provided, that Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments; and, provided further, that Negotiated Rate Loans shall be available information to the Borrower for periods Administrative Agent as the Administrative Agent may reasonably request relating to the making of one day to 180 days, so long as both the corporate rating of the Borrower by S&P is BBB- or better and the senior implied rating of the Borrower by Xxxxx’x is Baa3 or better. It is understood that should a Lender make a Negotiated Rate Loan it shall not relieve such Lender from its obligation to make its pro rata share of any future Committed Revolving Loan even if after making such Committed Revolving Loan the Outstanding Amount of Committed Revolving Loans and L/C Obligations of such Lender, together with the Outstanding Amount of its Negotiated Rate Loans, exceeds including, without limitation, confirmation of amounts, the amount such Lender’s date of Borrowing and maturities (and, upon the occurrence and during the continuance of any Event of Default or Default only, applicable interest rates), for the purpose of determining the Outstanding Revolving CommitmentCredit Obligations and the allocation of amounts received from the Borrower for payment of all amounts owing hereunder.

Negotiated Rate Loans. Subject to the terms and conditions set forth herein, each Revolving Lender, severally and for itself alone, may (but is not obligated to) make one or more loans (which loans may be made in Dollars or in any Alternative Currency) (each such loan, a “Negotiated Rate Loan”) to the Borrower from time to time on any Business Day during the Availability Period for the Revolving Facility in an aggregate amount Outstanding Amount not to exceed at any time outstanding the amount of (i) the Negotiated Rate Sublimit and (ii) with respect to Negotiated Rate Loans made in an Alternative Currency (plus the aggregate Outstanding Amount of all Committed Revolving Loans denominated in an Alternative Currency), the Alternative Currency Sublimit, notwithstanding the fact that such Negotiated Rate Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Committed Revolving Loans and L/C Obligations of such Lender may exceed the amount of such Lender’s Revolving Commitment; provided, provided that Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments; andprovided, provided further, that Negotiated Rate Loans shall be available to the Borrower for periods of one day to 180 days, so long as both the corporate rating two of the Borrower by S&P is three Debt Ratings from S&P, Moody’s and Fitch are BBB- or better and the senior implied rating of the Borrower by Xxxxx’x is (Baa3 or betterbetter in the case of Moody’s). It is understood that should a Revolving Lender make a Negotiated Rate Loan it shall not relieve such Lender from its obligation to make its pro rata share of any future Committed Revolving Loan even if after making such Committed Revolving Loan the Outstanding Amount of Committed Revolving Loans and L/C Obligations of such Lender, together with the Outstanding Amount of its Negotiated Rate Loans, exceeds the amount such Lender’s Revolving Commitment.,

Negotiated Rate Loans. A. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of Company set forth herein, as of the Effective Date, each Lender hereby severally agrees (A) to maintain its outstanding Negotiated Rate Loans and (B) that from time to time during the period from and including the Effective Date to but excluding the Revolving LenderLoan Commitment Termination Date, severally and for itself aloneCompany may request one or more Lenders, may (but is not obligated to) in the sole discretion of each, to make one or more loans Loans to Company on a non-pro rata basis, each such Loan to remain outstanding for at least one day and to mature no later than 180 days after the making thereof (or if earlier, the Revolving Loan Commitment Termination Date) and to bear interest at such rate as shall be agreed to by Company and the applicable Lender (each such loan, Loan being a “"NEGOTIATED RATE LOAN"); PROVIDED that in no event shall (i) the aggregate principal amount of Negotiated Rate Loan”Loans outstanding at any time exceed $190,000,000 or (ii) the Total Utilization of Revolving Loan Commitments exceed the Revolving Loan Commitments then in effect. All Negotiated Rate Loans shall be in such minimum amounts as may be mutually agreed upon by Company and the applicable Lender. Company and Lenders acknowledge that (A) subject to the Borrower from time to time on proviso in the first sentence of this paragraph, notwithstanding the Revolving Loan Commitment of any Business Day during the Availability Period Lender, each Lender may, but shall not be obligated to, make Negotiated Rate Loans as of any date in an aggregate amount that would not cause the Total Utilization of Revolving Loan Commitments to exceed at the Revolving Loan Commitments then in effect (and for such purposes each Lender may rely on the information provided by the Company in the Notice of Borrowing); and (B) Negotiated Rate Loans need not be made in accordance with Lenders' Pro Rata Shares. B. Each Lender making any time outstanding Negotiated Rate Loans shall, prior to or concurrently with the amount making thereof, provide Agent with written notice of the Negotiated Rate Sublimitamount, notwithstanding the fact that Funding Date and maturity date of such Negotiated Rate Loans, when aggregated with and Company and Lenders will, from time to time, furnish such information to Agent as Agent may request relating to the Applicable Percentage making of Negotiated Rate Loans, including, without limitation, confirmation of amounts, Funding Dates and maturities (and, upon the occurrence and during the continuance of any Potential Event of Default or Event of Default only, applicable interest rates), for the purpose of determining the Total Utilization of Revolving Loan Commitments and the allocation of amounts received from Company for payment of all amounts owing hereunder. C. Promptly after receipt by Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof) requesting Negotiated Rate Loans, Agent shall forward a copy of such notice to the applicable Lender(s) specified therein. Upon satisfaction or waiver of the Outstanding Amount of Committed Revolving Loans and L/C Obligations conditions precedent specified in subsection 3.2, the Lender funding any Negotiated Rate Loan shall make the proceeds of such Lender may exceed the amount of such Lender’s Revolving Commitment; provided, that Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments; and, provided further, that Negotiated Rate Loans shall be Loan available to the Borrower for periods Company on the applicable Funding Date by causing an amount equal to the proceeds of one such Loan in same day funds to 180 days, so long as both the corporate rating be credited to such account of the Borrower Company as may be agreed to by S&P is BBB- or better the Company and the senior implied rating of Lender. D. On the Borrower by Xxxxx’x is Baa3 Effective Date, Company shall execute and deliver to each Lender (or better. It is understood to Agent for that should a Lender make Lender) a Negotiated Rate Loan Note to evidence the Negotiated Rate Loans which may be advanced by such Lender. E. Company shall compensate each Lender, upon written request by that Lender (which request shall set forth in reasonable detail the basis for requesting such amounts), for all reasonable losses, expenses and liabilities (including, without limitation, any interest paid by that Lender to lenders of funds borrowed by it shall not relieve such Lender from its obligation to make or carry its pro rata share Negotiated Rate Loans and any loss sustained by that Lender in connection with re-employment of such funds), which that Lender may sustain with respect to Negotiated Rate Loans: (i) if for any reason (other than a default or error by that Lender) a borrowing of any future Committed Revolving Negotiated Rate Loan even does not occur on the date specified therefor in a Notice of Borrowing, (ii) if after making such Committed Revolving Loan the Outstanding Amount any prepayment or other principal payment of Committed Revolving Loans and L/C Obligations any of such Lender, together with the Outstanding Amount of its 's Negotiated Rate LoansLoans occurs on a date prior to the last day of the interest period applicable to that Negotiated Rate Loan, exceeds the amount (iii) if any prepayment of any of such Lender’s Revolving Commitment's Negotiated Rate Loans is not made on any date specified in a notice of prepayment given by Company and consented to by such Lender, or (iv) as a consequence of any other default by Company to repay such Lender's Negotiated Rate Loans when required by the terms of this Agreement. F. Company may not prepay any Negotiated Rate Loan without the consent of the applicable Lender; PROVIDED that Company shall deliver to Agent a notice of any prepayment of any Negotiated Rate Loan on or prior to the date of such prepayment.

Negotiated Rate Loans. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of Company set forth herein, each Revolving LenderDomestic Lenders agree that, severally from time to time during the period from and for itself aloneincluding the Closing Date to but excluding the Termination Date, Company may (but is not obligated to) request one or more Domestic Lenders, in the sole discretion of each, to make one or more loans Domestic Loans to Company on a non-pro rata basis, each such Loan to remain outstanding for at least one day and to mature no later than 180 days after the making thereof or if earlier, the Termination Date and to bear interest at such rate as shall be agreed to by Company and the applicable Domestic Lender (each such loanLoan, a “Negotiated Rate Loan”); provided that in no event shall (x) to the Borrower from time to time on any Business Day during the Availability Period in an aggregate principal amount not to exceed of Negotiated Rate Loans outstanding at any time outstanding exceed $500,000,000 or (y) the amount Total Utilization of the Negotiated Rate Sublimit, notwithstanding the fact that such Negotiated Rate Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Committed Revolving Loans and L/C Obligations of such Lender may Domestic Commitments exceed the amount of such Lender’s Revolving Commitment; provided, that Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments; and, provided further, that Domestic Commitments then in effect. All Negotiated Rate Loans shall be available in such minimum amounts as may be mutually agreed upon by the applicable Domestic Lender and Company. Company and Domestic Lenders acknowledge that (A) subject to the Borrower for periods proviso in the first sentence of one day this paragraph, notwithstanding the Domestic Commitment of any Domestic Lender, each such Domestic Lender may, but shall not be obligated to, make Negotiated Rate Loans as of any date in an aggregate amount that would not cause the Total Utilization of Domestic Commitments to 180 daysexceed the Domestic Commitments then in effect (and each Domestic Lender may rely on the information provided by Company in the Notice of Borrowing, so long as both absent any actual knowledge to the corporate rating of the Borrower by S&P is BBB- or better contrary); and the senior implied rating of the Borrower by Xxxxx’x is Baa3 or better(B) Negotiated Rate Loans need not be made in accordance with Lenders’ Domestic Pro Rata Shares. It is understood that should a Each Lender make a making any Negotiated Rate Loan it shall not relieve shall, prior to or concurrently with the making thereof, provide Domestic Administrative Agent with written notice of the amount, Funding Date and maturity date of such Lender Negotiated Rate Loan, and Company and Lenders will, from its obligation time to make its pro rata share time, furnish such information to Domestic Administrative Agent as Domestic Administrative Agent may request relating to the making of Negotiated Rates Loans, including, without limitation, confirmation of amounts, Funding Dates and maturities (and, upon the occurrence and during the continuance of any future Committed Revolving Loan even if after making such Committed Revolving Loan Potential Event of Default or Event of Default, applicable interest rates), for the Outstanding Amount purpose of Committed Revolving Loans determining the Total Utilization of Domestic Commitments and L/C Obligations the allocation of such Lender, together with the Outstanding Amount amounts received from Company for payment of its Negotiated Rate Loans, exceeds the amount such Lender’s Revolving Commitmentall amounts owing hereunder.

Negotiated Rate Loans. (a) Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Borrowers set forth herein, each Revolving LenderLender hereby severally agrees that from time to time during the period from and including the Effective Date to but excluding the Revolving Loan Termination Date, severally and for itself alonethe US Borrower may request one or more Revolving Lenders, may (but is not obligated to) in the sole discretion of each, to make one or more loans Loans to the US Borrower on a non-pro rata basis, each such Loan to remain outstanding for at least one day and to mature no later than 180 days after the making thereof (or if earlier, the Revolving Loan Termination Date) and to bear interest at such rate as shall be agreed to by the US Borrower and the applicable Revolving Lender (each such loan, Loan being a “"Negotiated Rate Loan”"); provided that in no event shall (i) to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed Outstanding Amount of Negotiated Rate Loans at any time outstanding the amount of exceed the Negotiated Rate SublimitLoan Sublimit or (ii) the Outstanding Revolving Credit Obligations exceed the Revolving Loan Commitment. All Negotiated Rate Loans shall be in such minimum amounts as may be mutually agreed upon by the US Borrower and the applicable Revolving Lender. The US Borrower and Revolving Lenders acknowledge that (i) subject to the proviso in the first sentence of this paragraph, notwithstanding the fact Revolving Loan Commitment of any Revolving Lender, each Revolving Lender may, but shall not be obligated to, make Negotiated Rate Loans as of any date in any aggregate amount that would not cause the Outstanding Revolving Credit Obligations to exceed the combined Revolving Loan Commitments then in effect (and for such purposes each Revolving Lender may rely on the information provided by the US Borrower in the Notice of Borrowing); and (B) Negotiated Rate Loans need not be made in accordance with the Revolving Lenders' Pro Rata Shares. (b) Each Revolving Lender making any Negotiated Rate Loans shall, prior to or concurrently with the making thereof, provide Agent with written notice of the amount, the date of Borrowing and maturity date of such Negotiated Rate Loans, when aggregated with and the Applicable Percentage of the Outstanding Amount of Committed US Borrower and Revolving Loans and L/C Obligations of Lenders will, from time to time, furnish such Lender may exceed the amount of such Lender’s Revolving Commitment; provided, that Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments; and, provided further, that Negotiated Rate Loans shall be available information to the Borrower for periods Administrative Agent as the Administrative Agent may reasonably request relating to the making of one day to 180 days, so long as both the corporate rating of the Borrower by S&P is BBB- or better and the senior implied rating of the Borrower by Xxxxx’x is Baa3 or better. It is understood that should a Lender make a Negotiated Rate Loan it shall not relieve such Lender from its obligation to make its pro rata share of any future Committed Revolving Loan even if after making such Committed Revolving Loan the Outstanding Amount of Committed Revolving Loans and L/C Obligations of such Lender, together with the Outstanding Amount of its Negotiated Rate Loans, exceeds including, without limitation, confirmation of amounts, the amount such Lender’s date of Borrowing and maturities (and, upon the occurrence and during the continuance of any Event of Default or Default only, applicable interest rates), for the purpose of determining the Outstanding Revolving CommitmentCredit Obligations and the allocation of amounts received from the US Borrower for payment of all amounts owing hereunder.

Negotiated Rate Loans. Subject to the terms and conditions set forth herein, each Revolving Lender, severally and for itself alone, may (but is not obligated to) make one or more loans (each such loan, a “Negotiated Rate Loan”) to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Negotiated Rate Sublimit, notwithstanding the fact that such Negotiated Rate Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Committed Revolving Loans and L/C Obligations of such Lender may exceed the amount of such Lender’s Revolving Commitment; provided, that Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments; and, provided further, that Negotiated Rate Loans shall be available to the Borrower for periods of one day to 180 days, so long as both the corporate rating of the Borrower by S&P is BBB- or better and the senior implied rating of the Borrower by Xxxxx’x is Baa3 or better. It is understood that should a Lender make a Negotiated Rate Loan it shall not relieve such Lender from its obligation to make its pro rata share of any future Committed Revolving Loan even if after making such Committed Revolving Loan the Outstanding Amount of Committed Revolving Loans and L/C Obligations of such Lender, together with the Outstanding Amount of its outstanding Negotiated Rate Loans, exceeds the amount such Lender’s Revolving Commitment.

Negotiated Rate Loans. Subject to the terms and conditions set forth herein, each Revolving Lender, severally and for itself alone, may (but is not obligated to) make one or more loans (which loans may be made in Dollars or in any Alternative Currency) (each such loan, a “Negotiated Rate Loan”) to the Borrower from time to time on any Business Day during the Availability Period for the Revolving Facility in an aggregate amount Outstanding Amount not to exceed at any time outstanding the amount of (i) the Negotiated Rate Sublimit and (ii) with respect to Negotiated Rate Loans made in an Alternative Currency (plus the aggregate Outstanding Amount of all Committed Revolving Loans denominated in an Alternative Currency), the Alternative Currency Sublimit, notwithstanding the fact that such Negotiated Rate Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Committed Revolving Loans and L/C Obligations of such Lender may exceed the amount of such Lender’s Revolving Commitment; provided, provided that Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments; andprovided, provided further, that Negotiated Rate Loans shall be available to the Borrower for periods of one day to 180 days, so long as both the corporate rating two of the Borrower by S&P is three Debt Ratings from S&P, Mxxxx’x and Fxxxx are BBB- or better and the senior implied rating of the Borrower by Xxxxx’x is (Baa3 or betterbetter in the case of Mxxxx’x). It is understood that should a Revolving Lender make a Negotiated Rate Loan it shall not relieve such Lender from its obligation to make its pro rata share of any future Committed Revolving Loan even if after making such Committed Revolving Loan the Outstanding Amount of Committed Revolving Loans and L/C Obligations of such Lender, together with the Outstanding Amount of its Negotiated Rate Loans, exceeds the amount of such Lender’s Revolving Commitment.

Negotiated Rate Loans. Subject to the terms and conditions set forth herein, each Revolving Lender, severally and for itself alone, may (but is not obligated to) make one or more loans (which loans may be made in Dollars or in any other currency) (each such loan, a “Negotiated Rate Loan”) to the Borrower Borrowers from time to time on any Business Day during the Availability Period in an aggregate amount Outstanding Amount not to exceed at any time outstanding the amount of (i) the Negotiated Rate Sublimit and (ii) with respect to Negotiated Rate Loans made in a currency other than Dollars, together with the aggregate Outstanding Amount of all other Loans denominated in a currency other than Dollars, the Alternative Currency Sublimit, notwithstanding the fact that such Negotiated Rate Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Committed Revolving Loans and L/C Obligations of such Lender may exceed the amount of such Lender’s Revolving Commitment; provided, provided that Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments; and, provided provided, further, that Negotiated Rate Loans shall be available to the Borrower Borrowers for periods of one (1) day to 180 one hundred eighty (180) days, so long as both the corporate rating two of the Borrower by S&P is three Debt Ratings from S&P, Mxxxx’x and Fitch are BBB- or better and the senior implied rating of the Borrower by Xxxxx’x is (Baa3 or betterbetter in the case of Mxxxx’x). It is understood that should a Revolving Lender make a Negotiated Rate Loan Loan, it shall not relieve such Lender from its obligation to make its pro rata share of any future Committed Revolving Loan even if after making such Committed Revolving Loan the aggregate Outstanding Amount of Committed Revolving Loans and L/C Obligations of such Lender, together with the Outstanding Amount of its Negotiated Rate Loans, exceeds the amount of such Lender’s Revolving Commitment.

Negotiated Rate Loans. Subject to the terms and conditions set forth herein, each Revolving Lender, severally and for itself alone, may (but is not obligated to) make one or more loans (which loans may be made in Dollars or in any other currency) (each such loan, a “Negotiated Rate Loan”) to the Borrower Borrowers from time to time on any Business Day during the Availability Period in an aggregate amount Outstanding Amount not to exceed at any time outstanding the amount of (i) the Negotiated Rate Sublimit and (ii) with respect to Negotiated Rate Loans made in a currency other than Dollars, together with the aggregate Outstanding Amount of all other Loans denominated in a currency other than Dollars, the Alternative Currency Sublimit, notwithstanding the fact that such Negotiated Rate Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Committed Revolving Loans and L/C Obligations of such Lender may exceed the amount of such LenderXxxxxx’s Revolving Commitment; provided, provided that Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments; and, provided provided, further, that Negotiated Rate Loans shall be available to the Borrower Borrowers for periods of one (1) day to 180 one hundred eighty (180) days, so long as both the corporate rating two of the Borrower by S&P is three Debt Ratings from S&P, Moody’s and Fitch are BBB- or better and the senior implied rating of the Borrower by Xxxxx’x is (Baa3 or betterbetter in the case of Moody’s). It is understood that should a Revolving Lender make a Negotiated Rate Loan Loan, it shall not relieve such Lender from its obligation to make its pro rata share of any future Committed Revolving Loan even if after making such Committed Revolving Loan the aggregate Outstanding Amount of Committed Revolving Loans and L/C Obligations of such Lender, together with the Outstanding Amount of its Negotiated Rate Loans, exceeds the amount of such Lender’s Revolving Commitment.

Negotiated Rate Loans. Subject to the terms and conditions set forth herein, each Revolving Lender, severally and for itself alone, may (but is not obligated to) make one or more loans (which loans may be made in Dollars or in any other currency) (each such loan, a “Negotiated Rate Loan”) to the Borrower Borrowers from time to time on any Business Day during the Availability Period in an aggregate amount Outstanding Amount not to exceed at any time outstanding the amount of (i) the Negotiated Rate Sublimit and (ii) with respect to Negotiated Rate Loans made in a currency other than Dollars, together with the aggregate Outstanding Amount of all other Loans denominated in a currency other than Dollars, the Alternative Currency Sublimit, notwithstanding the fact that such Negotiated Rate Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Committed Revolving Loans and L/C Obligations of such Lender may exceed the amount of such LenderLxxxxx’s Revolving Commitment; provided, provided that Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments; and, provided provided, further, that Negotiated Rate Loans shall be available to the Borrower Borrowers for periods of one (1) day to 180 one hundred eighty (180) days, so long as both the corporate rating two of the Borrower by S&P is three Debt Ratings from S&P, Moody’s and Fitch are BBB- or better and the senior implied rating of the Borrower by Xxxxx’x is (Baa3 or betterbetter in the case of Moody’s). It is understood that should a Revolving Lender make a Negotiated Rate Loan Loan, it shall not relieve such Lender from its obligation to make its pro rata share of any future Committed Revolving Loan even if after making such Committed Revolving Loan the aggregate Outstanding Amount of Committed Revolving Loans and L/C Obligations of such Lender, together with the Outstanding Amount of its Negotiated Rate Loans, exceeds the amount of such Lender’s Revolving Commitment.

Negotiated Rate Loans. Subject to the terms and conditions set forth herein, each Revolving Lender, severally and for itself alone, may (but is not obligated to) make one or more loans (each such loan, a “Negotiated Rate Loan”) to the Borrower Borrowers from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Negotiated Rate Sublimit, notwithstanding the fact that such Negotiated Rate Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Committed Revolving Loans and L/C Obligations of such Lender may exceed the amount of such Lender’s Revolving Commitment; provided, that Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments; and, provided provided, further, that Negotiated Rate Loans shall be available to the Borrower Borrowers for periods of one day to 180 days, so long as both the corporate rating two of the Borrower by S&P three Debt Ratings from S&P, Xxxxx’x or Fitch is BBB- or better and the senior implied rating of the Borrower by Xxxxx’x is (Baa3 or betterbetter in the case of Xxxxx’x). It is understood that should a Lender make a Negotiated Rate Loan Loan, it shall not relieve such Lender from its obligation to make its pro rata share of any future Committed Revolving Loan even if after making such Committed Revolving Loan the Outstanding Amount of Committed Revolving Loans and L/C Obligations of such Lender, together with the Outstanding Amount of its Negotiated Rate Loans, exceeds the amount of such Lender’s Revolving Commitment.

Negotiated Rate Loans. Subject to the terms and conditions set forth herein, each Revolving Lender, severally and for itself alone, may (but is not obligated to) make one or more loans (which loans may be made in Dollars or in any Alternative Currency) (each such loan, a “Negotiated Rate Loan”) to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount Outstanding Amount not to exceed at any time outstanding the amount of (i) the Negotiated Rate Sublimit and (ii) with respect to Negotiated Rate Loans made in an Alternative Currency (plus the aggregate Outstanding Amount of all Committed Revolving Loans denominated in an Alternative Currency), the Alternative Currency Sublimit, notwithstanding the fact that such Negotiated Rate Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Committed Revolving Loans and L/C Obligations of such Lender may exceed the amount of such Lender’s Revolving Commitment; provided, that Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments; and, provided further, that Negotiated Rate Loans shall be available to the Borrower for periods of one day to 180 days, so long as both the corporate rating two of the Borrower by S&P is BBB- three Debt Ratings from S&P, Xxxxx’x and Fitch are BBB or better and the senior implied rating of the Borrower by Xxxxx’x is (Baa3 or betterbetter in the case of Xxxxx’x). It is understood that should a Lender make a Negotiated Rate Loan it shall not relieve such Lender from its obligation to make its pro rata share of any future Committed Revolving Loan even if after making such Committed Revolving Loan the Outstanding Amount of Committed Revolving Loans and L/C Obligations of such Lender, together with the Outstanding Amount of its Negotiated Rate Loans, exceeds the amount of such Lender’s Revolving Commitment.

Negotiated Rate Loans. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of Company set forth herein, each Revolving Company agrees that, from time to time during the period from and including the Closing Date to but excluding such Lender's Tranche A Termination Date, severally and for itself aloneCompany may request one or more Domestic Lenders, may (but is not obligated to) in the sole discretion of each, to make one or more loans Tranche A Domestic Loans to Company on a non-pro rata basis, each such Loan to remain outstanding for at least one day and to mature no later than 180 days after the making thereof or if earlier, such Lender's Tranche A Termination Date and to bear interest at such rate as shall be agreed to by Company and the applicable Domestic Lender (each such loanLoan, a “"NEGOTIATED RATE LOAN"); provided that in no event shall (x) the aggregate principal amount of Negotiated Rate Loan”) to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed Loans outstanding at any time outstanding exceed $500,000,000 or (y) the amount Total Utilization of the Negotiated Rate Sublimit, notwithstanding the fact that such Negotiated Rate Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Committed Revolving Loans and L/C Obligations of such Lender may Tranche A Domestic Commitments exceed the amount of such Lender’s Revolving Commitment; provided, that Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments; and, provided further, that Tranche A Domestic Commitments then in effect. All Negotiated Rate Loans shall be available in such minimum amounts as may be mutually agreed upon by the applicable Domestic Lender and Company. Company and Domestic Lenders acknowledge that (A) subject to the Borrower for periods proviso in the first sentence of one day this paragraph, notwithstanding the Tranche A Domestic Commitment of any Domestic Lender, each such Domestic Lender may, but shall not be obligated to, make Negotiated Rate Loans as of any date in a aggregate amount that would not cause the Total Utilization of Tranche A Domestic Commitments to 180 daysexceed the Tranche A Domestic Commitments then in effect (and each Domestic Lender may rely on the information provided by Company in the Notice of Borrowing, so long as both absent any actual knowledge to the corporate rating of the Borrower by S&P is BBB- or better contrary); and the senior implied rating of the Borrower by Xxxxx’x is Baa3 or better(B) Negotiated Rate Loans need not be made in accordance with Lenders' Tranche A Domestic Pro Rata Shares. It is understood that should a Each Lender make a making any Negotiated Rate Loan it shall not relieve shall, prior to or concurrently with the making thereof, provide Administrative Agent with written notice of the amount, Funding Date and maturity date of such Lender Negotiated Rate Loan, and Company and Lenders will, from its obligation time to make its pro rata share time, furnish such information to Administrative Agent as Administrative Agent may request relating to the making of Negotiated Rates Loans, including, without limitation, confirmation of amounts, Funding Dates and maturities (and, upon the occurrence and during the continuance of any future Committed Revolving Loan even if after making such Committed Revolving Loan Potential Event of Default or Event of Default, applicable interest rates), for the Outstanding Amount purpose of Committed Revolving Loans determining the Total Utilization of Tranche A Domestic Commitments and L/C Obligations the allocation of such Lender, together with the Outstanding Amount amounts received from Company for payment of its Negotiated Rate Loans, exceeds the amount such Lender’s Revolving Commitmentall amounts owing hereunder.

Negotiated Rate Loans. Subject to the terms and conditions set forth herein, each Revolving Lender, severally and for itself alone, may (but is not obligated to) make one or more loans (each such loan, a “Negotiated Rate Loan”) to the Borrower from time to time on the Borrower may request Negotiated Rate Quotes in Dollars or an Optional Currency and may (but shall not have any Business Day during obligation to) accept Negotiated Rate Quotes and borrow Negotiated Rate Loans; provided that (i) the Availability Period in an Dollar Equivalent of the aggregate amount not to exceed at any time outstanding the principal amount of the any requested Negotiated Rate SublimitLoan shall not exceed the Revolving Credit Availability, notwithstanding (ii) after giving effect to the fact that borrowing of such Negotiated Rate Loans, when aggregated with the Applicable Percentage Dollar Equivalent of the Outstanding Amount of Committed Revolving Loans and L/C Obligations of such Lender may exceed the aggregate principal amount of such Lender’s the outstanding Negotiated Rate Loans shall not exceed fifty percent (50%) of the Maximum Revolving Commitment; providedCredit Amount and (iii) to the extent that the requested Negotiated Rate Loan is to be denominated in an Optional Currency, that Total Revolving Outstandings the Dollar Equivalent of the aggregate principal amount of requested Negotiated Rate Loan shall not exceed the Aggregate Revolving Commitments; and, provided further, that Negotiated Rate Loans shall be available Credit Tranche B Availability. Notwithstanding any other provision of this Agreement to the Borrower for periods of one day to 180 dayscontrary, so long as both the corporate rating of the Borrower by S&P is BBB- or better and the senior implied rating of the Borrower by Xxxxx’x is Baa3 or better. It is understood that should a Lender make a (A) each Negotiated Rate Loan it denominated in Dollars shall constitute Revolving Credit Tranche A Obligations and shall be deemed to use the Revolving Credit Tranche A Commitments, except to the extent that the Revolving Credit Tranche A Commitments have been fully used and are not relieve available at such Lender from its obligation to make its pro rata share of any future Committed Revolving Loan even if after making time for such Committed Revolving Loan Borrowing, in which case the Outstanding Amount of Committed Revolving Loans and L/C Obligations portion of such Lender, together with the Outstanding Amount of its Negotiated Rate LoansLoan that can not be accommodated by the Revolving Credit Tranche A Commitments shall constitute Revolving Credit Tranche B Obligations and shall be deemed to use the Revolving Credit Tranche B Commitments, exceeds if such Revolving Credit Tranche B Commitments are available, and (B) each Negotiated Rate Loan denominated in an Optional Currency shall constitute Revolving Credit Tranche B Obligations and shall be deemed to use the amount Revolving Credit Tranche B Commitments, if such Lender’s Revolving CommitmentCredit Tranche B Commitments are available.

Negotiated Rate Loans. Subject to the terms and conditions set forth herein, each Revolving Lender, severally and for itself alone, may (but is not obligated to) make one or more loans (which loans may be made in Dollars or in any Alternative Currency) (each such loan, a “Negotiated Rate Loan”) to the Borrower from time to time on any Business Day during the Availability Period for the Revolving Facility in an aggregate amount Outstanding Amount not to exceed at any time outstanding the amount of (i) the Negotiated Rate Sublimit and (ii) with respect to Negotiated Rate Loans made in an Alternative Currency (plus the aggregate Outstanding Amount of all Committed Revolving Loans denominated in an Alternative Currency), the Alternative Currency Sublimit, notwithstanding the fact that such Negotiated Rate Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Committed Revolving Loans and L/C Obligations of such Lender may exceed the amount of such Lender’s Revolving Commitment; provided, that Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments; and, provided further, that Negotiated Rate Loans shall be available to the Borrower for periods of one day to 180 days, so long as both the corporate rating two of the Borrower by S&P is three Debt Ratings from S&P, Xxxxx’x and Fitch are BBB- or better and the senior implied rating of the Borrower by Xxxxx’x is (Baa3 or betterbetter in the case of Xxxxx’x). It is understood that should a Revolving Lender make a Negotiated Rate Loan it shall not relieve such Lender from its obligation to make its pro rata share of any future Committed Revolving Loan even if after making such Committed Revolving Loan the Outstanding Amount of Committed Revolving Loans and L/C Obligations of such Lender, together with the Outstanding Amount of its Negotiated Rate Loans, exceeds the amount of such Lender’s Revolving Commitment.

Negotiated Rate Loans. Subject to the terms and conditions set forth herein, each Revolving Lender, severally and for itself alone, may (but is not obligated to) make one or more loans (which loans shall be made in Dollars or in any other currency) (each such loan, a “Negotiated Rate Loan”) to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount Outstanding Amount not to exceed at any time outstanding the amount of (i) the Negotiated Rate Sublimit and (ii) with respect to Negotiated Rate Loans made in a currency other than Dollars (plus all outstanding Committed Revolving Loans denominated in an Alternative Currency), the Alternative Currency Sublimit, notwithstanding the fact that such Negotiated Rate Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Committed Revolving Loans and L/C Obligations of such Lender may exceed the amount of such Lender’s Revolving Commitment; providedprovided that after giving effect to any Negotiated Rate Loan, that Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments; and, provided provided, further, that Negotiated Rate Loans shall be available (i) to the Borrower for periods of one (1) day to 180 days, so long as both one hundred eighty (180) days and (ii) only from and after the corporate rating of date the Ratings-Based Applicable Rate shall be in effect and the Parent and/or the Borrower have received at least two Debt Ratings, and such Debt Ratings are Baa3 or better (in the case of a rating by S&P is Xxxxx’x) or BBB- or better and (in the senior implied case of a rating of the Borrower by Xxxxx’x is Baa3 S&P or betterFitch). It is understood that should a Lender Revolving Lender make a Negotiated Rate Loan Loan, it shall not relieve such Lender from its obligation to make its pro rata share of any future Committed Revolving Loan even if after making such Committed Revolving Loan the Outstanding Amount of Committed Revolving Loans and L/C Obligations of such Lender, together with the Outstanding Amount of its Negotiated Rate Loans, exceeds the amount of such Lender’s Revolving Commitment.

Negotiated Rate Loans. Subject to the terms and conditions set forth herein, each Revolving Lender, severally and for itself alone, may (but is not obligated to) make one or more loans (which loans may be made in Dollars or in any Alternative Currency) (each such loan, a “Negotiated Rate Loan”) to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount Outstanding Amount not to exceed at any time outstanding the amount of (i) the Negotiated Rate Sublimit and (ii) with respect to Negotiated Rate Loans made in an Alternative Currency (plus the aggregate Outstanding Amount of all Committed Revolving Loans denominated in an Alternative Currency), the Alternative Currency Sublimit, notwithstanding the fact that such Negotiated Rate Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Committed Revolving Loans and L/C Obligations of such Lender may exceed the amount of such Lender’s Revolving Commitment; provided, that Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments; and, provided further, that Negotiated Rate Loans shall be available to the Borrower for periods of one day to 180 days, so long as both the corporate rating of the Borrower by S&P is BBB- or better and the senior implied rating of the Borrower by Xxxxx’x is Baa3 or better. It is understood that should a Lender make a Negotiated Rate Loan it shall not relieve such Lender from its obligation to make its pro rata share of any future Committed Revolving Loan even if after making such Committed Revolving Loan the Outstanding Amount of Committed Revolving Loans and L/C Obligations of such Lender, together with the Outstanding Amount of its Negotiated Rate Loans, exceeds the amount of such Lender’s Revolving Commitment.”

Negotiated Rate Loans. Subject to the terms and conditions set forth herein, each Revolving Lender, severally and for itself alone, may (but is not obligated to) make one or more loans (which loans may be made in Dollars or in any other currency) (each such loan, a “Negotiated Rate Loan”) to the Borrower Borrowers from time to time on any Business Day during the Availability Period in an aggregate amount Outstanding Amount not to exceed at any time outstanding the amount of (i) the Negotiated Rate Sublimit and (ii) with respect to Negotiated Rate Loans made in a currency other than Dollars (plus all outstanding Committed Revolving Loans denominated in an Alternative Currency), the Alternative Currency Sublimit, notwithstanding the fact that such Negotiated Rate Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Committed Revolving Loans and L/C Obligations of such Lender may exceed the amount of such Lender’s Revolving Commitment; provided, provided that Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments; and, provided provided, further, that Negotiated Rate Loans shall be available to the Borrower Borrowers for periods of one (1) day to 180 one hundred eighty (180) days, so long as both the corporate rating two of the Borrower by S&P is BBB- three Debt Ratings from S&P, Xxxxx’x and Fitch are BBB‑ or better and the senior implied rating of the Borrower by Xxxxx’x is (Baa3 or betterbetter in the case of Xxxxx’x). It is understood that should a Revolving Lender make a Negotiated Rate Loan Loan, it shall not relieve such Lender from its obligation to make its pro rata share of any future Committed Revolving Loan even if after making such Committed Revolving Loan the Outstanding Amount of Committed Revolving Loans and L/C Obligations of such Lender, together with the Outstanding Amount of its Negotiated Rate Loans, exceeds the amount of such Lender’s Revolving Commitment.

Negotiated Rate Loans. (a) Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Borrowers set forth herein, each Revolving LenderLender hereby severally agrees that from time to time during the period from and including the Effective Date to but excluding the Revolving Loan Termination Date, severally and for itself alonethe US Borrower may request one or more Revolving Lenders, may (but is not obligated to) in the sole discretion of each, to make one or more loans Loans to the US Borrower on a non-pro rata basis, each such Loan to remain outstanding for at least one day and to mature no later than 180 days after the making thereof (or if earlier, the Revolving Loan Termination Date) and to bear interest at such rate as shall be agreed to by the US Borrower and the applicable Revolving Lender (each such loan, Loan being a “"Negotiated Rate Loan”"); provided that in no event shall (i) to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed Outstanding Amount of Negotiated Rate Loans at any time outstanding the amount of exceed the Negotiated Rate SublimitLoan Sublimit or (ii) the Outstanding Revolving Credit Obligations exceed the Revolving Loan Commitment. All Negotiated Rate Loans shall be in such minimum amounts as may be mutually agreed upon by the US Borrower and the applicable Revolving Lender. The US Borrower and Revolving Lenders acknowledge that (x) subject to the proviso in the first sentence of this paragraph, notwithstanding the fact Revolving Loan Commitment of any Revolving Lender, each Revolving Lender may, but shall not be obligated to, make Negotiated Rate Loans as of any date in any aggregate amount that would not cause the Outstanding Revolving Credit Obligations to exceed the combined Revolving Loan Commitments then in effect (and for such purposes each Revolving Lender may rely on the information provided by the US Borrower in the Notice of Borrowing); and (y) Negotiated Rate Loans need not be made in accordance with the Revolving Lenders' Pro Rata Shares. (b) Each Revolving Lender making any Negotiated Rate Loans shall, prior to or concurrently with the making thereof, provide the Administrative Agent with written notice of the amount, the date of Borrowing and maturity date of such Negotiated Rate Loans, when aggregated with and the Applicable Percentage US Borrower and Revolving Lenders will, from time to time, furnish such information to the Administrative Agent as the Administrative Agent may reasonably request relating to the making of Negotiated Rate Loans, including, without limitation, confirmation of amounts, the date of Borrowing and maturities (and, upon the occurrence and during the continuance of any Event of Default or Default only, applicable interest rates), for the purpose of determining the Outstanding Amount Revolving Credit Obligations and the allocation of Committed Revolving Loans and L/C Obligations of such Lender may exceed amounts received from the amount of such Lender’s Revolving Commitment; provided, that Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments; and, provided further, that Negotiated Rate Loans shall be available to the US Borrower for periods payment of one day to 180 days, so long as both all amounts owing hereunder. (c) Whenever the corporate rating of the US Borrower by S&P is BBB- or better and the senior implied rating of the Borrower by Xxxxx’x is Baa3 or better. It is understood desires that should a Revolving Lender make a Negotiated Rate Loan Loan, it shall not relieve such deliver to the Administrative Agent and the applicable Revolving Lender from its obligation to make its pro rata share a Notice of any future Committed Revolving Loan even if Borrowing no later than 12:00 noon, New York time, on the proposed Borrowing date. Promptly after making such Committed Revolving Loan receipt by the Outstanding Amount Administrative Agent of Committed Revolving Loans and L/C Obligations a Notice of such Lender, together with the Outstanding Amount of its Borrowing (or telephonic notice in lieu thereof) requesting Negotiated Rate Loans, exceeds the Administrative Agent shall forward a copy of such notice to the applicable Revolving Lender(s) specified therein. Upon satisfaction or waiver of the conditions precedent specified in Article IV, the Revolving Lender funding any Negotiated Rate Loan shall make the proceeds of such Negotiated Rate Loan available to the US Borrower on the applicable Borrowing date by causing an amount equal to the proceeds of such Loan in same day funds to be credited to such account of the US Borrower as may be agreed to by the US Borrower and the Revolving Lender’s . (d) On the Effective Date, the US Borrower shall execute and deliver to each Revolving CommitmentLender making a request therefor (or to the Administrative Agent for that Revolving Lender) a Negotiated Rate Loan Note to evidence the Negotiated Rate Loans which may be advanced by such Revolving Lender. (e) The US Borrower shall compensate each Revolving Lender, upon written request by such Revolving Lender (which request shall set forth in reasonable detail the basis for requesting such amounts), for all reasonable losses or expenses (other than lost profits) arising from the liquidation or redeployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained, which such Revolving Lender may actually incur with respect to Negotiated Rate Loans, (i) if for any reason (other than a default or error by such Revolving Lender) a Borrowing of any Negotiated Rate Loan does not occur on the date specified therefor in a Notice of Borrowing, (ii) if any prepayment or other principal payment of any of such Revolving Lender's Negotiated Rate Loans occurs on a date prior to the last day of the interest period applicable to that Negotiated Rate Loan, (iii) if any prepayment of any of such Revolving Lender's Negotiated Rate Loans is not made on any date specified in a notice of prepayment given by the US Borrower and consented to by such Revolving Lender, or (iv) as a consequence of any other default by the US Borrower to repay such Revolving Lender's Negotiated Rate Loans when required by the terms of this Agreement. (f) The US Borrower may not prepay any Negotiated Rate Loan without the consent of the applicable Revolving Lender; provided that the US Borrower shall deliver to the Administrative Agent a notice of any prepayment of any Negotiated Rate Loan on or prior to the date of such prepayment.