Common use of Negotiated Rate Loans Clause in Contracts

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, Company agrees that, from time to time during the period from and including the Closing Date to but excluding the Termination Date, Company may request one or more Domestic Lenders, in the sole discretion of each, to make one or more 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 Loan, a “Negotiated Rate Loan”); provided that in no event shall (x) the aggregate principal amount of Negotiated Rate Loans outstanding at any time exceed $500,000,000 or (y) the Total Utilization of Domestic Commitments exceed the Domestic Commitments then in effect. All Negotiated Rate Loans shall be 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 proviso in the first sentence of 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 exceed the Domestic Commitments then in effect (and each Domestic Lender may rely on the information provided by Company in the Notice of Borrowing, absent any actual knowledge to the contrary); and (B) Negotiated Rate Loans need not be made in accordance with Lenders’ Domestic Pro Rata Shares. Each Lender making any Negotiated Rate Loan 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 Negotiated Rate Loan, and Company and Lenders will, from time to 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 Potential Event of Default or Event of Default, applicable interest rates), for the purpose of determining the Total Utilization of Domestic Commitments and the allocation of amounts received from Company for payment of all amounts owing hereunder.

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, Company agrees that, from time to time during the period from and including the Closing Date to but excluding the such Lender's Tranche A Termination Date, Company may request one or more Domestic Lenders, in the sole discretion of each, to make one or more 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, the 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 Loan, a “Negotiated Rate Loan”"NEGOTIATED RATE LOAN"); provided that in no event shall (x) the aggregate principal amount of Negotiated Rate Loans outstanding at any time exceed $500,000,000 or (y) the Total Utilization of Tranche A Domestic Commitments exceed the Tranche A Domestic Commitments then in effect. All Negotiated Rate Loans shall be 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 proviso in the first sentence of 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 an a aggregate amount that would not cause the Total Utilization of Tranche A Domestic Commitments to exceed 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, absent any actual knowledge to the contrary); and (B) Negotiated Rate Loans need not be made in accordance with Lenders’ ' Tranche A Domestic Pro Rata Shares. Each Lender making any Negotiated Rate Loan 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 Negotiated Rate Loan, and Company and Lenders will, from time to 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 Potential Event of Default or Event of Default, applicable interest rates), for the purpose of determining the Total Utilization of Tranche A Domestic Commitments and the allocation of amounts received from Company for payment of all amounts owing hereunder.

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, Company agrees that, from No later than 12:00 Noon (local time to time during the period from and including the Closing Date to but excluding the Termination Date, Company may request one or more Domestic Lenders, in the sole discretion of each, to make one or more 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 city in which 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 Loan, a “Negotiated Rate Loan”); provided that in no event shall (x) the aggregate principal amount of Negotiated Rate Loans outstanding at any time exceed $500,000,000 or (y) the Total Utilization of Domestic Commitments exceed the Domestic Commitments then in effect. All Negotiated Rate Loans shall be 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 proviso in the first sentence of 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 exceed the Domestic Commitments then in effect (and each Domestic Lender may rely on the information provided by Company in the Notice of Borrowing, absent any actual knowledge to the contrary); and (B) Negotiated Rate Loans need not be made in accordance with Lenders’ Domestic Pro Rata Shares. Each Lender making any Negotiated Rate Loan shall, prior to or concurrently with the making thereof, provide Administrative Agent with written notice of the amount, Funding Date and maturity date proceeds of such Negotiated Rate Loans are to be made available in accordance with the terms hereof) on the relevant Borrowing Date for each Negotiated Rate Loan, and Company and Lenders willthe applicable Lender shall make available the proceeds of such Negotiated Rate Loan (x) in the case of Dollar Negotiated Rate Loans, from time to time, furnish such information to the Administrative Agent as Administrative Agent may request relating at its Applicable Payment Office and (y) in the case of Alternate Currency Negotiated Rate Loans, directly to the making of Negotiated Rates Loansapplicable Borrower at such Lender's Applicable Payment Office, including, without limitation, confirmation of amounts, Funding Dates and maturities (andin each case in immediately available funds in the Applicable Currency. Notwithstanding the foregoing, upon the occurrence and during the continuance of any Potential Event of Default or an Event of Default, applicable interest rates)if directed by the Required Lenders and with the consent of the Administrative Agent, for the purpose of determining the Total Utilization of Domestic Commitments and the allocation of amounts received from Company for payment proceeds of all such Negotiated Rate Loans shall be made available in immediately available funds at the Applicable Payment Office of the Administrative Agent. All amounts owing hereundermade 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 the 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 the 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).

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, Company agrees Domestic Lenders agree that, from time to time during the period from and including the Closing Date to but excluding the Termination Date, Company may request one or more Domestic Lenders, in the sole discretion of each, to make one or more 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 Loan, a “Negotiated Rate Loan”); provided that in no event shall (x) the aggregate principal amount of Negotiated Rate Loans outstanding at any time exceed $500,000,000 or (y) the Total Utilization of Domestic Commitments exceed the Domestic Commitments then in effect. All Negotiated Rate Loans shall be 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 proviso in the first sentence of 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 exceed the Domestic Commitments then in effect (and each Domestic Lender may rely on the information provided by Company in the Notice of Borrowing, absent any actual knowledge to the contrary); and (B) Negotiated Rate Loans need not be made in accordance with Lenders’ Domestic Pro Rata Shares. Each Lender making any Negotiated Rate Loan 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 Negotiated Rate Loan, and Company and Lenders will, from time to 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 Potential Event of Default or Event of Default, applicable interest rates), for the purpose of determining the Total Utilization of Domestic Commitments and the allocation of amounts received from Company for payment of all amounts owing hereunder.

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, Company agrees that, from time to time during the period from and including the Closing Date to but excluding the Termination Date, Company Borrower may request one or more Domestic Lenders, in the sole discretion of each, to make one or more 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 Loan, a “Negotiated Rate Loan”)Quotes in Dollars or an Optional Currency and may (but shall not have any obligation to) accept Negotiated Rate Quotes and borrow Negotiated Rate Loans; provided that in no event shall (xi) the Dollar Equivalent of the aggregate principal amount of any requested Negotiated Rate Loans outstanding at any time exceed $500,000,000 or (y) the Total Utilization of Domestic Commitments Loan shall not exceed the Domestic Commitments then in effect. All Revolving Credit Availability, (ii) after giving effect to the borrowing of such Negotiated Rate Loans, the Dollar Equivalent of the aggregate principal amount of the outstanding Negotiated Rate Loans shall not exceed fifty percent (50%) of the Maximum Revolving Credit Amount and (iii) to the extent that the requested Negotiated Rate Loan is to be denominated in such minimum amounts as may be mutually agreed upon by an Optional Currency, the applicable Domestic Lender and CompanyDollar Equivalent of the aggregate principal amount of requested Negotiated Rate Loan shall not exceed the Revolving Credit Tranche B Availability. Company and Domestic Lenders acknowledge that Notwithstanding any other provision of this Agreement to the contrary, (A) subject each Negotiated Rate Loan 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 proviso extent that the Revolving Credit Tranche A Commitments have been fully used and are not available at such time for such Borrowing, in which case the first sentence portion of this paragraph, notwithstanding the Domestic Commitment of any Domestic Lender, each such Domestic Lender may, but shall Negotiated Rate Loan that can not be obligated toaccommodated 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, make Negotiated Rate Loans as of any date in an aggregate amount that would not cause the Total Utilization of Domestic if such Revolving Credit Tranche B Commitments to exceed the Domestic Commitments then in effect (and each Domestic Lender may rely on the information provided by Company in the Notice of Borrowingare available, absent any actual knowledge to the contrary); and (B) Negotiated Rate Loans need not be made in accordance with Lenders’ Domestic Pro Rata Shares. Each Lender making any each Negotiated Rate Loan shalldenominated in an Optional Currency shall constitute Revolving Credit Tranche B Obligations and shall be deemed to use the Revolving Credit Tranche B Commitments, prior to or concurrently with the making thereof, provide Administrative Agent with written notice of the amount, Funding Date and maturity date of if such Negotiated Rate Loan, and Company and Lenders will, from time to 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 Potential Event of Default or Event of Default, applicable interest rates), for the purpose of determining the Total Utilization of Domestic Revolving Credit Tranche B Commitments and the allocation of amounts received from Company for payment of all amounts owing hereunderare available.