Common use of Incremental Facility Advances Clause in Contracts

Incremental Facility Advances. (a) Subject to the terms and conditions of this Agreement, the Borrower may request the Incremental Facility Commitment on any Business Day; PROVIDED, HOWEVER, that the Borrower may not request the Incremental Facility Commitment or an Incremental Facility Advance after the occurrence and during the continuance of a Default, including, without limitation, any Event of Default that would result after giving effect to any Incremental Facility Advance; and provided, further, that the Borrower may request only one (1) Incremental Facility Commitment (although such commitment may be from more than one Lender). The aggregate amount of the Incremental Facility Commitment and outstanding Incremental Facility Advances shall not exceed $175,000,000. The maturity date for the Incremental Facility Advances shall be no earlier than twelve (12) calendar months after the Revolving Loan Maturity Date, Term Loan A Maturity Date, Term Loan B Maturity Date and Term Loan C Maturity Date, as applicable. The decision of any Lender to make an Incremental Facility Commitment to the Borrower shall be at such Lender's sole discretion and shall be made in writing. The Incremental Facility Commitment (x) may be in the form of a revolving credit facility, (y) must not require principal repayment earlier, or in amount larger (or percentage greater), than those set forth in, the repayment schedule for the Term Loans or the Revolving Loans as set forth in Section 2.7(b) hereof and (z) must be governed by this Agreement and the other Loan Documents and be on terms and conditions no more restrictive than those set forth herein and therein. Each Lender shall have the right, but not the obligation, to participate in any Incremental Facility Commitment on a pro rata basis.

Incremental Facility Advances. (a) Subject to the terms and conditions of this AgreementAgreement and to the consent of the Majority Lenders, the Borrower may request the Incremental Facility Commitment on any Business Day; PROVIDED, HOWEVER, that the Borrower may not request the Incremental Facility Commitment or an Incremental Facility Advance after the occurrence and during the continuance of a Default, including, without limitation, any Event of Default that would result after giving effect to any Incremental Facility Advance; and provided, further, that the Borrower may request only one (1) Incremental Facility Commitment (although such commitment may be from more than one Lender). The aggregate amount of the Incremental Facility Commitment and outstanding Incremental Facility Advances shall not exceed $175,000,000125,000,000. The maturity date for the Incremental Facility Advances shall be no earlier than twelve (12) calendar months after the Revolving Loan Maturity Date, Term Loan A Maturity Date, Term Loan B Maturity Date and Term Loan C Maturity Date, as applicable. The decision of any Lender to make an Incremental Facility Commitment to the Borrower shall be at such the Lender's sole discretion and shall be made in writingdiscretion. The Incremental Facility Commitment (x) may be in the form of a revolving credit facility, (y) must not require principal repayment earlier, or in amount larger (or percentage greater), than those set forth in, the repayment schedule for the Term Loans or the Revolving Loans as set forth in Section 2.7(b) hereof and (z) must be governed by this Agreement and the other Loan Documents and be on terms and conditions no more restrictive than those set forth herein and therein. Each Lender shall have the right, but not the obligation, to participate in any Incremental Facility Commitment on a pro rata basis.

Incremental Facility Advances. (a) Subject to the terms and conditions of this Agreement, the Borrower Borrowers may request the an Incremental Facility Commitment (which may be in the form of a revolver or term loan) on any Business Day; PROVIDEDprovided, HOWEVERhowever, that (i) the Borrower Borrowers may not request the any Incremental Facility Commitment or an Incremental Facility Advance after the occurrence and during the continuance of a Default or an Event of Default, including, without limitation, any Default or Event of Default that would result after giving effect to any Incremental Facility Advance; Advance and provided, further, that (ii) the Borrower may request only one (1) Incremental Facility Commitment (although such commitment may be from more than one Lender). The aggregate amount of the such Incremental Facility Commitment and outstanding Incremental Facility Advances Facilities shall not exceed $175,000,000500,000,000.00. The No Incremental Facility Loans shall have a maturity date for the Incremental Facility Advances shall be no earlier than twelve (12) calendar months after the Revolving Loan Maturity Date, Term Loan A Maturity Date, Term Loan B Maturity Date and Term Loan C Maturity Date, as applicable. The decision of any Lender to make provide an Incremental Facility Commitment to the Borrower Borrowers shall be at such Lender's ’s sole discretion and shall be made in writing. The Incremental Facility Commitment (x) of a Lender providing an Incremental Facility Commitment shall, at the request of such Lender, be evidenced by an Incremental Facility Note. Persons not then Lenders may be in included as Lenders holding a portion of such Incremental Facility Commitment with the form written approval of a revolving credit facilitythe Borrowers and the Administrative Agent (such approval not to be unreasonably withheld, (y) must not require principal repayment earlierdelayed, or in amount larger (or percentage greaterconditioned), than those set forth in, the repayment schedule for the Term Loans or the Revolving Loans as set forth in Section 2.7(b) hereof and (z) must . The Incremental Facility Commitments shall be governed by this Agreement and the other Loan Documents and be on terms and conditions no more restrictive than those set forth herein and therein. Each The terms and conditions in this Section 2.14 may be amended with the consent of the Majority Lenders and the Borrowers, except to the extent that a specific Lender’s consent is otherwise required with respect to an issuance by such Lender shall have the right, but not the obligation, to participate in of any Incremental Facility Commitment on a pro rata basisCommitment.

Incremental Facility Advances. (a) Subject to the terms and conditions of this Agreement, the Borrower may request the an Incremental Facility Commitment (which may be in the form of a revolver or term loan) on any Business Day; PROVIDEDprovided, HOWEVERhowever, that (i) the Borrower may not request the any Incremental Facility Commitment or an Incremental Facility Advance after the occurrence and during the continuance of a Default or an Event of Default, including, without limitation, any Default or Event of Default that would result after giving effect to any Incremental Facility Advance; Advance and provided, further, that (ii) the Borrower may request only one (1) Incremental Facility Commitment (although such commitment may be from more than one Lender). The aggregate amount of the such Incremental Facility Commitment and outstanding Incremental Facility Advances Facilities shall not exceed $175,000,000250,000,000.00. The No Incremental Facility Loans shall have a maturity date for the Incremental Facility Advances shall be no earlier than twelve (12) calendar months after the Revolving Loan Maturity Date, Term Loan A Maturity Date, Term Loan B Maturity Date and Term Loan C Maturity Date, as applicable. The decision of any Lender to make provide an Incremental Facility Commitment to the Borrower shall be at such Lender's ’s sole discretion and shall be made in writing. The Incremental Facility Commitment (x) of a Lender providing an Incremental Facility Commitment shall, at the request of such Lender, be evidenced by an Incremental Facility Note. Persons not then Lenders may be in included as Lenders holding a portion of such Incremental Facility Commitment with the form written approval of a revolving credit facilitythe Borrower and the Administrative Agent (such approval not to be unreasonably withheld, (y) must not require principal repayment earlierdelayed, or in amount larger (or percentage greaterconditioned), than those set forth in, the repayment schedule for the Term Loans or the Revolving Loans as set forth in Section 2.7(b) hereof and (z) must . The Incremental Facility Commitments shall be governed by this Agreement and the other Loan Documents and be on terms and conditions no more restrictive than those set forth herein and therein. Each The terms and conditions in this Section 2.14 may be amended with the consent of the Majority Lenders and the Borrower, except to the extent that a specific Lender’s consent is otherwise required with respect to an issuance by such Lender shall have the right, but not the obligation, to participate in of any Incremental Facility Commitment on a pro rata basisCommitment.

Incremental Facility Advances. (a) Subject to the terms and conditions of this Agreement, the Borrower may request the Incremental Facility Commitment on any Business Day; PROVIDEDprovided, HOWEVERhowever, that the Borrower may not request the Incremental Facility Commitment or an Incremental Facility Advance after the occurrence and during the continuance of a Default, including, without limitation, any Event of Default that would result after giving effect to any Incremental Facility Advance; and provided, further, that the Borrower may request only one three (13) Incremental Facility Commitment Commitments (although such commitment commitments may be from more than one Lender)) and must request a minimum Incremental Facility Commitment of $75,000,000. The aggregate amount of the Incremental Facility Commitment and outstanding Incremental Facility Advances shall not exceed $175,000,000275,000,000. The maturity date for the Incremental Facility Advances shall be no earlier than twelve (12) calendar months after the Revolving Loan Maturity Date, Term Loan A Maturity Date, Term Loan B Maturity Date and Term Loan C Maturity Date, as applicable. The decision of any Lender to make an Incremental Facility Commitment to the Borrower shall be at such Lender's sole discretion and shall be made in writing. The Incremental Facility Commitment (x) may be in the form of a revolving credit facility, (y) must not require principal repayment earlier, or in amount larger (or percentage greater), than those set forth in, the repayment schedule for the Term Loans or the Revolving Loans as set forth in Section 2.7(b) hereof and (z) must be governed by this Agreement and the other Loan Documents and be on terms and conditions no more restrictive than those set forth herein and therein. Each Lender shall have the right, but not the obligation, to participate in any Incremental Facility Commitment on a pro rata basis.

Incremental Facility Advances. (a) Subject to the terms and conditions of this Agreement, the Borrower Borrowers may request the an Incremental Facility Commitment (which may be in the form of a revolver (to the extent such Incremental Facility Commitment is a Refinancing Incremental Facility (as defined below) of the Revolving Loan Commitment) or a term loan) on any Business Day; PROVIDEDprovided, HOWEVERhowever, that (i) the Borrower Borrowers may not request the any Incremental Facility Commitment or an Incremental Facility Advance after the occurrence and during the continuance of a Default or an Event of Default, including, without limitation, any Event of Default that would result after giving effect to any Incremental Facility Advance; and provided, further, that (ii) the Borrower may request only one (1) Incremental Facility Commitment (although such commitment may be from more than one Lender). The aggregate amount of any Incremental Facilities, the proceeds of which do not refinance the Loans (a “Non-Refinancing Incremental Facility Commitment and outstanding Incremental Facility Advances Facility”), shall not exceed $175,000,000. The maturity date for 500,000,000.00 and (iii) the aggregate amount of Incremental Facilities the entire net proceeds of which are used to refinance all or any portion of the Loans or the Revolving Loan Commitment shall be unlimited (a “Refinancing Incremental Facility”), provided that the amount of any Refinancing Incremental Facility Advances shall be no limited to the principal amount, accrued interest, fees and premiums payable with respect to the Loans or Revolving Loan Commitment being refinanced, the amount of the Revolving Loan Commitment being refinanced, and any costs and expenses incurred to effect any such refinancing. Any repayment of the Term Loan A Loans or Term Loan B Loans, as applicable, from the proceeds of an Incremental Facility shall be applied pro rata across the remaining scheduled repayments set forth in Sections 2.7(b)(i) and 2.7(b)(ii) hereof, and any repayment of the Revolving Loans, if applicable, shall reduce the Revolving Loan Commitments in an amount equal to such repayment. No Incremental Facility Maturity Date for a Non-Refinancing Incremental Facility shall be earlier than twelve six (126) calendar months after the Revolving Loan Maturity Date, Term Loan A Maturity Date, Term Loan B Maturity Date and Term Loan C no Incremental Facility Maturity Date, as applicableDate for a Refinancing Incremental Facility shall be earlier than the Maturity Date for the Loans being refinanced with the proceeds of such Refinancing Incremental Facility. The decision of any Lender to make provide an Incremental Facility Commitment to the Borrower Borrowers shall be at such Lender's ’s sole discretion and shall be made in writing. The Incremental Facility Commitment (x) of a Lender providing an Incremental Facility Commitment shall be evidenced by an Incremental Facility Note. Persons not then Lenders may be in included as Lenders holding a portion of such Incremental Facility Commitment with the form written approval of a revolving credit facilitythe Borrowers and the Administrative Agent (such approval not to be unreasonably withheld, (y) must not require principal repayment earlierdelayed, or in amount larger (or percentage greaterconditioned), than those set forth in, the repayment schedule for the Term Loans or the Revolving Loans as set forth in Section 2.7(b) hereof and (z) must . The Incremental Facility Commitments shall be governed by this Agreement and the other Loan Documents and be on terms and conditions no more restrictive than those set forth herein and therein. Each The terms and conditions in this Section 2.15 may be amended with the consent of the Majority Lenders and the Borrowers, except to the extent that a specific Lender’s consent is otherwise required with respect to an issuance by such Lender shall have the right, but not the obligation, to participate in of any Incremental Facility Commitment on a pro rata basisCommitment.

Incremental Facility Advances. (a) Subject to the terms and conditions of this Agreement, the Borrower may request on or prior to December 31, 1998, the Incremental Facility Commitment on any Business Day; PROVIDEDprovided, HOWEVERhowever, that the Borrower may not -------- ------- request the Incremental Facility Commitment or an Incremental Facility Advance after the occurrence and or during the continuance existence of a Default, including, without limitation, any an Event of Default that would result after giving effect to any Incremental Facility Advance; and provided, further, that the Borrower may request only one (1) Incremental Facility -------- ------- Commitment (although such commitment may be from more than one LenderBank). The aggregate amount of the Incremental Facility Commitment shall be (i) in a minimum amount of $10,000,000 and (ii) in an integral multiple of $1,000,000. The aggregate amount of the Incremental Facility Commitment and outstanding Incremental Facility Advances shall not exceed $175,000,000100,000,000. The maturity date for the Incremental Facility Advances shall be no earlier than twelve (12) calendar months after the Revolving Loan Maturity Date, Term Loan A Maturity Date, Term Loan B Maturity Date and Term Loan C Maturity Date, as applicable. The decision of any Lender Bank to make an Incremental Facility Commitment to the Borrower shall be at such LenderBank's sole discretion and shall be made in writingdiscretion. The Incremental Facility Commitment shall be (x) may be in the form of on a revolving credit facilitybasis, (y) must not require principal repayment earlier, or have scheduled commitment reductions in amount larger (or percentage greater), the aggregate from the effective date thereof no greater than those set forth in, the repayment schedule scheduled reductions for the Term Loans or Commitment in the Revolving Loans as set forth in Section 2.7(b) hereof aggregate from the Agreement Date and (z) must be governed by this Agreement and the other Loan Documents and be on terms and conditions no more restrictive than those set forth herein for the Commitment and therein. Each Lender shall have Loans in this Agreement and the rightother Loan Documents (including, but not the obligationlimited to, to participate in any Incremental Facility Commitment sharing on a pro rata basispari passu basis the guaranties and Security Interests granted under the ---- ----- Loan Documents but excluding the Commitment reductions set forth in Section 2.5(a) hereof).

Incremental Facility Advances. (a) Subject to the terms and conditions of this Agreement, the Borrower Borrowers may request the an Incremental Facility Commitment on any Business Day; PROVIDEDprovided, HOWEVERhowever, that the Borrower Borrowers may not request the any Incremental Facility Commitment or an Incremental Facility Advance after the occurrence and during the continuance of a Default or an Event of Default, including, without limitation, any Event of Default that would result after giving effect to any Incremental Facility Advance; and provided. Notwithstanding anything to the contrary under this Agreement, further, that the Borrower may request only one (1) Incremental Facility Commitment (although such commitment may be from more than one Lender). The aggregate amount proceeds of the Incremental Facility Commitment and outstanding Incremental Facility Advances shall not exceed $175,000,000. The maturity date for the Incremental Facility Advances shall be no earlier than twelve (12) calendar months after used solely for the purpose of repaying outstanding Loans hereunder, and shall be applied to the Revolving Loan Maturity DateLoans, Term Loan A Loans and/or Term Loan B Loans as directed by the Borrowers. Any repayment of the Term Loan A Loans or Term Loan B Loans, as applicable, from the proceeds of an Incremental Facility shall be applied pro rata across the remaining scheduled repayments set forth in Section 2.7(b)(i) hereof and any repayment of the Revolving Loans, if applicable, shall reduce the Revolving Loan Commitments in an amount equal to such repayment and such reduction shall be applied pro rata to the remaining scheduled commitment reductions set forth in Section 2.5(a) hereof. No Incremental Facility Maturity Date, Date shall be earlier than the Term Loan B Maturity Date and Term Loan C Maturity Date, as applicable. The decision of any Lender to make provide an Incremental Facility Commitment to the Borrower Borrowers shall be at such Lender's ’s sole discretion and shall be made in writing. The Incremental Facility Commitment (x) of a Lender providing an Incremental Facility Commitment shall be evidenced by an Incremental Facility Note. Persons not then Lenders may be in included as Lenders holding a portion of such Incremental Facility Commitment with the form written approval of a revolving credit facilitythe Borrowers and the Administrative Agent (such approval not to be unreasonably withheld, (y) must not require principal repayment earlierdelayed, or in amount larger (or percentage greaterconditioned), than those set forth in, the repayment schedule for the Term Loans or the Revolving Loans as set forth in Section 2.7(b) hereof and (z) must . The Incremental Facility Commitments shall be governed by this Agreement and the other Loan Documents and be on terms and conditions no more restrictive than those set forth herein and therein. Each The terms and conditions in this Section 2.15 may be amended with the consent of the Majority Lenders and the Borrowers, except to the extent that a specific Lender’s consent is otherwise required with respect to an issuance by such Lender shall have the right, but not the obligation, to participate in of any Incremental Facility Commitment on a pro rata basisCommitment.

Incremental Facility Advances. (a) Subject to the terms and conditions of this Agreement, the Borrower Borrowers may request the Incremental Facility Commitment Commitments on any Business Day; PROVIDEDprovided, HOWEVERhowever, that the Borrower Borrowers may not request the Incremental Facility Commitment -------- ------- Commitments, or an Incremental Facility Advance after the occurrence and thereunder, during the continuance of a any Default or Event of Default, including, without limitation, any Default or Event of Default that would result after giving effect to any Incremental Facility Advancethereto; and provided, further, that the Borrower -------- ------- Borrowers may not request only one (1) Incremental Facility Commitment Commitments (although such commitment each of which commitments may be from more than one Lender)) which exceed $500,000,000.00 in the aggregate. The sum of the aggregate amount of the Incremental Facility Commitment Commitments and the aggregate amount of outstanding Incremental Facility Advances shall not exceed $175,000,000500,000,000.00. The maturity date for the Incremental Facility Advances Maturity Date shall be no earlier than twelve six (126) calendar months after the Revolving Loan Maturity Date, Term Loan A Maturity Date, Term Loan B Maturity Date and Term Loan C Maturity Date, as applicable. The decision of any Lender to make an Incremental Facility Commitment to the Borrower Borrowers shall be at such Lender's sole discretion discretion. Persons not then Lenders may be included as Lenders having Incremental Facility Commitments with the written approval of the Borrowers and shall the Administrative Agent (such approval not to be made in writingunreasonably withheld, delayed or conditioned). The Incremental Facility Commitment Commitments (xi) may be in the form of a revolving or a term credit facility, (y) must not require principal repayment earlier, or in amount larger (or percentage greater), than those set forth in, the repayment schedule for the Term Loans or the Revolving Loans as set forth in Section 2.7(b) hereof and (zii) must be governed by this Agreement and the other Loan Documents and be on terms and conditions no more restrictive than those set forth herein and therein. Each Lender shall have the right, but not the obligation, to participate in any Incremental Facility Commitment on a pro rata basis.restrictive