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. (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 Sublimit, notwithstanding the fact that such Negotiated Rate Loans, when aggregated with the Applicable Percentage of Loan Sublimit or (ii) the Outstanding Amount of Committed Revolving Loans and L/C Credit Obligations of such Lender may exceed the amount of such Lender’s Revolving Loan Commitment; provided, that Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments; and, provided further, that . All Negotiated Rate Loans shall be available 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 Borrower for periods proviso in the first sentence of one day to 180 daysthis paragraph, so long as both notwithstanding the corporate rating Revolving Loan Commitment 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 any Revolving Lender, each Revolving Lender may, but shall not be obligated to, make a Negotiated Rate Loan it shall not relieve such Lender from its obligation to make its pro rata share Loans as of any future Committed date in any aggregate amount that would not cause the Outstanding Revolving Credit Obligations to exceed the combined Revolving Loan even if after making Commitments then in effect (and for such Committed purposes each Revolving Loan Lender may rely on the Outstanding Amount information provided by the US Borrower in the Notice of Committed Revolving Borrowing); and (y) Negotiated Rate Loans and L/C Obligations of such Lender, together need not be made in accordance with the Outstanding Amount of its Negotiated Rate Loans, exceeds the amount such Lender’s Revolving CommitmentLenders' Pro Rata Shares.

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.. (b)

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, 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. 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 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 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 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 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 Sublimit, notwithstanding the fact that such Negotiated Rate Loans, when aggregated with the Applicable Percentage of Loan Sublimit or (ii) the Outstanding Amount of Committed Revolving Loans and L/C Credit Obligations of such Lender may exceed the amount of such Lender’s Revolving Loan Commitment; provided, that Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments; and, provided further, that . All Negotiated Rate Loans shall be available 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 Borrower for periods proviso in the first sentence of one day to 180 daysthis paragraph, so long as both notwithstanding the corporate rating Revolving Loan Commitment 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 any Revolving Lender, each Revolving Lender may, but shall not be obligated to, make a Negotiated Rate Loan it shall not relieve such Lender from its obligation to make its pro rata share Loans as of any future Committed date in any aggregate amount that would not cause the Outstanding Revolving Credit Obligations to exceed the combined Revolving Loan even if after making Commitments then in effect (and for such Committed purposes each Revolving Loan Lender may rely on the Outstanding Amount information provided by the US Borrower in the Notice of Committed Revolving Borrowing); and (B) Negotiated Rate Loans and L/C Obligations of such Lender, together need not be made in accordance with the Outstanding Amount of its Negotiated Rate Loans, exceeds the amount such Lender’s Revolving CommitmentLenders' Pro Rata Shares.

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. 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”) 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 $190,000,000 or (ii) 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 Loan 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 Loan Commitments then in effect. All Negotiated Rate Loans shall be available 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 for periods proviso in the first sentence of one day to 180 daysthis paragraph, so long as both notwithstanding the corporate rating Revolving Loan Commitment 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 any Lender, each Lender may, but shall not be obligated to, make a Negotiated Rate Loan it shall not relieve such Lender from its obligation to make its pro rata share Loans as of any future Committed date in an aggregate amount that would not cause the Total Utilization of Revolving Loan even if after making such Committed Commitments to exceed the Revolving Loan Commitments then in effect (and for such purposes each Lender may rely on the Outstanding Amount information provided by the Company in the Notice of Committed Revolving Loans Borrowing); and L/C Obligations of such Lender, together with the Outstanding Amount of its (B) Negotiated Rate Loans, exceeds the amount such Lender’s Revolving CommitmentLoans need not be made in accordance with Lenders' Pro Rata Shares.

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 (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 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. (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 Sublimit, notwithstanding the fact that such Negotiated Rate Loans, when aggregated with the Applicable Percentage of Loan Sublimit or (ii) the Outstanding Amount of Committed Revolving Loans and L/C Credit Obligations of such Lender may exceed the amount of such Lender’s Revolving Loan Commitment; provided, that Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments; and, provided further, that . All Negotiated Rate Loans shall be available 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 Borrower proviso in the first sentence of this paragraph, notwithstanding the 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 periods of one day to 180 days, so long as both such purposes each Revolving Lender may rely on the corporate rating of information provided by the Borrower by S&P is BBB- or better in the Notice of Borrowing); and the senior implied rating of the Borrower by Xxxxx’x is Baa3 or better. It is understood that should a Lender make a (B) Negotiated Rate Loan it shall Loans need 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 be made in accordance with the Outstanding Amount of its Negotiated Rate Loans, exceeds the amount such Lender’s Revolving CommitmentLenders' Pro Rata Shares.

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 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 (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 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. 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.