Common use of Reinstatement of Tranche A-1 Commitments Clause in Contracts

Reinstatement of Tranche A-1 Commitments. At any time, so long as no Default or Event of Default then exists or would arise therefrom, subject to the prior written consent of the Required Lenders, if the then outstanding Total Commitments are less than $2,500,000,000, without duplication of the provisions of SECTION 2.02(a), the Lead Borrower shall have the right on a one-time basis to request an increase of the then outstanding Domestic Commitments by an aggregate amount not to exceed $150,000,000 (the “Tranche A-1 Commitment Increase”); provided, however, that after giving effect to the Tranche A-1 Commitment Increase and any other Commitment Increases pursuant to this SECTION 2.02, the Total Commitments shall not exceed $2,500,000,000 at any time. The Tranche A-1 Commitment Increase shall be structured on substantially the same terms as apply to the Tranche A-1 Commitments under, and as defined in, the Original Credit Agreement; provided that the Tranche A-1 Commitment Increase shall be subject to such pricing, fees and other terms as the Lead Borrower, BAS and the Persons participating in the Tranche A-1 Commitment Increase shall agree; provided further that (i) no Domestic Lender shall be obligated to increase its Domestic Commitment as a result of any such request by the Lead Borrower and (ii) any Person participating in the Tranche A-1 Commitment Increase which is not then an existing Domestic Lender shall be subject to the approval of the Administrative Agent, the Issuing Banks and the Lead Borrower (which approval shall not be unreasonably withheld).

Reinstatement of Tranche A-1 Commitments. At any time, so long as no Default or Event of Default then exists or would arise therefrom, subject to the prior written consent of the Required Lenders, if the then outstanding Total Commitments are less than $2,500,000,0003,000,000,000, without duplication of the provisions of SECTION 2.02(a), the Lead Borrower shall have the right on a one-time basis to request an increase of the then outstanding Domestic Commitments by an aggregate amount not to exceed $150,000,000 150,000,000280,000,000 (the “Tranche A-1 Commitment Increase”); provided, however, that after giving effect to the Tranche A-1 Commitment Increase and any other Commitment Increases pursuant to this SECTION 2.02, the sum of the Total Commitments plus the outstanding Tranche A-1 Loans shall not exceed $2,500,000,000 3,000,000,000 at any time. The Tranche A-1 Commitment Increase shall be structured on substantially the same terms as apply to the Tranche A-1 Commitments under, and as defined in, the Original Credit AgreementAgreement (i.e. as a first-in, last out facility); provided that the Tranche A-1 Commitment Increase shall be subject to such pricing, fees and other terms as the Lead Borrower, BAS MLPFS and the Persons participating in the Tranche A-1 Commitment Increase shall agree; provided further that (i) no Domestic Lender shall be obligated to increase its Domestic Commitment as a result of any such request by the Lead Borrower and (ii) any Person participating in the Tranche A-1 Commitment Increase which is not then an existing Domestic Lender shall be subject to the approval of the Administrative Agent, the Issuing Banks and the Lead Borrower (which approval shall not be unreasonably withheld). The parties acknowledge that the Tranche A-1 Commitments (as defined in the Original Credit Agreement) have been reinstated as of the First Amendment Effective Date and that the amount of the Tranche A-1 Loans may not be increased pursuant to SECTION 2.02(a) or otherwise.

Reinstatement of Tranche A-1 Commitments. At any time, so long as no Default or Event of Default then exists or would arise therefrom, subject to the prior written consent of the Required Lenders, if the then outstanding Total Commitments are less than $2,500,000,0003,000,000,000, without duplication of the provisions of SECTION 2.02(a), the Lead Borrower shall have the right on a one-time basis to request an increase of the then outstanding Domestic Commitments by an aggregate amount not to exceed $150,000,000 (the “Tranche A-1 Commitment Increase”); provided, however, that after giving effect to the Tranche A-1 Commitment Increase and any other Commitment Increases pursuant to this SECTION 2.02, the Total Commitments shall not exceed $2,500,000,000 3,000,000,000 at any time. The Tranche A-1 Commitment Increase shall be structured on substantially the same terms as apply to the Tranche A-1 Commitments under, and as defined in, the Original Credit Agreement; provided that the Tranche A-1 Commitment Increase shall be subject to such pricing, fees and other terms as the Lead Borrower, BAS MLPFS and the Persons participating in the Tranche A-1 Commitment Increase shall agree; provided further that (i) no Domestic Lender shall be obligated to increase its Domestic Commitment as a result of any such request by the Lead Borrower and (ii) any Person participating in the Tranche A-1 Commitment Increase which is not then an existing Domestic Lender shall be subject to the approval of the Administrative Agent, the Issuing Banks and the Lead Borrower (which approval shall not be unreasonably withheld).

Reinstatement of Tranche A-1 Commitments. At any timetime on or after the Commitments of the Non-Extending Lenders shall have expired or been terminated and all Obligations owed to the Non-Extending Lenders shall have been paid in full, so long as no Default or Event of Default then exists or would arise therefrom, subject to the prior written consent of the Required Lenders, if the then outstanding Total Commitments after giving effect to the expiry or termination of the Commitments of the Non-Extending Lenders are less than $2,500,000,0002,000,000,000, without duplication of the provisions of SECTION 2.02(a2.02(c), the Lead Borrower shall have the right on a one-time basis to request an increase of the then outstanding Domestic Commitments by an aggregate amount not to exceed (i) $150,000,000 minus (B) the amount of any increases in the Domestic Commitments by the Tranche A-1 Lenders (as defined in the Existing Credit Agreement) pursuant to SECTION 2.02(a) on the Effective Date (the “Tranche A-1 Commitment Increase”); provided, however, that after giving effect to the Tranche A-1 Commitment Increase and any other Commitment Increases pursuant to this SECTION 2.02, the Total Commitments shall not exceed $2,500,000,000 2,000,000,000 at any time. The Tranche A-1 Commitment Increase shall be structured on substantially the same terms as apply to the Tranche A-1 Commitments under, and as defined in, the Original Existing Credit Agreement; provided that the Tranche A-1 Commitment Increase shall be subject to such pricing, fees and other terms as the Lead Borrower, BAS and the Persons participating in the Tranche A-1 Commitment Increase shall agree; provided further that (i) no Domestic Lender shall be obligated to increase its Domestic Commitment as a result of any such request by the Lead Borrower and (ii) any Person participating in the Tranche A-1 Commitment Increase which is not then an existing Domestic Lender shall be subject to the approval of the Administrative Agent, the Issuing Banks and the Lead Borrower (which approval shall not be unreasonably withheld).

Reinstatement of Tranche A-1 Commitments. At any timetime on or after the Commitments of the Non-Extending Lenders shall have expired or been terminated and all Obligations owed to the Non-Extending Lenders shall have been paid in full (other than contingent indemnity obligations for then unasserted claims), so long as no Default or Event of Default then exists or would arise therefrom, subject to the prior written consent of the Required Lenders, if the then outstanding Total Commitments, after giving effect to the expiry or termination of the Commitments of the Non-Extending Lenders, are less than $2,500,000,000800,000,000, without duplication of the provisions of SECTION 2.02(a2.02(c), the Lead Borrower shall have the right on a one-time basis to request an increase of the then outstanding Domestic Commitments by an aggregate amount not to exceed (i) $150,000,000 65,000,000 minus (ii) the amount of any increases in the Commitments by the Tranche A-1 Lenders (as defined in the Existing Credit Agreement) pursuant to SECTION 2.02(a) on the Effective Date (the “Tranche A-1 Commitment Increase”); provided, however, that after giving effect to the Tranche A-1 Commitment Increase and any other Commitment Increases pursuant to this SECTION 2.02, the Total Commitments shall not exceed $2,500,000,000 900,000,000 at any time. The Tranche A-1 Commitment Increase shall be structured on substantially the same terms as apply to the Tranche A-1 Commitments under, and as defined in, the Original Existing Credit Agreement; provided that the Tranche A-1 Commitment Increase shall be subject to such pricing, fees and other terms as the Lead Borrower, BAS the Arrangers and the Persons participating in the Tranche A-1 Commitment Increase shall agree; provided further that (i) no Domestic Lender shall be obligated to increase its Domestic Commitment as a result of any such request by the Lead Borrower and Borrower, (ii) any Person participating in the Tranche A-1 Commitment Increase which is not then an existing Domestic Lender shall be subject to the approval of the Administrative Agent, the Issuing Banks and the Lead Borrower (which approval shall not be unreasonably withheld, conditioned or delayed), and (iii) the Loan Parties, the Agents and the Lenders shall enter into an amendment to this Agreement to reflect the Tranche A-1 Commitment Increase.