Common use of Incremental Facility Loans Clause in Contracts

Incremental Facility Loans. In addition to borrowings of Term Loans and Revolving Credit Loans provided above, the Borrowers may at any time and from time to time request that the Lenders (or additional financial institutions that will become Lenders hereunder) enter into commitments to make Incremental Facility Revolving Credit Loans (and participate in Incremental Facility Letters of Credit, under Incremental Facility Revolving Credit Commitments) or Incremental Facility Term Loans of one or more Series hereunder. In the event that one or more Lenders (which term, as used in this paragraph (d) shall include such additional financial institutions) offer, in their sole discretion, to enter into such commitments, and such Lenders, the Borrowers and the Administrative Agent (and, if applicable, the Issuing Lenders) agree pursuant to an instrument in writing (the form and substance of which shall be satisfactory, and a copy of which shall be delivered, to the Administrative Agent and the Lenders making such Loans and, if applicable, the Issuing Lenders; any such instrument for any Series of Incremental Loans being herein called an “Incremental Facility Agreement” for such Series) as to the amount of such commitments that shall be allocated to the respective Lenders making such offers, the fees (if any) to be payable by the Borrowers in connection therewith and the amortization and interest rate to be applicable thereto, such Lenders shall become obligated to make Incremental Facility Loans, and (if applicable) to participate in Incremental Facility Letters of Credit, under this Agreement in an amount equal to the amount of their respective Incremental Facility Commitments. The Incremental Facility Loans to be made, and (if applicable) Incremental Facility Letters of Credit to be issued, pursuant to any Incremental Facility Agreement in response to any such request by the Borrowers shall be deemed to be a separate “Series” of Incremental Facility Loans, or (if applicable) Incremental Facility Letters of Credit, for all purposes of this Agreement. Anything herein to the contrary notwithstanding, the following additional provisions shall be applicable to Incremental Facility Commitments and Incremental Facility Loans:

Incremental Facility Loans. In addition to borrowings of Term Loans and -------------------------- Revolving Credit Loans provided above, the Borrowers may at any time and during the Incremental Facility Availability Period the Borrower may from time to time request that the Lenders (or additional financial institutions that will become Lenders hereunder) offer to enter into commitments to make Incremental Facility Revolving Credit Loans (additional term loans to the Borrower hereunder, which commitment of any Lender shall not be less than $10,000,000 and participate in Incremental Facility Letters of Credit, under Incremental Facility Revolving Credit Commitments) or Incremental Facility Term Loans of one or more Series hereundernot greater than $50,000,000. In the event that one or more of the Lenders (which term, as used in this paragraph (d) shall include such additional financial institutions) offer, in their sole discretion, to enter into such commitments, and such Lenders, the Borrowers Lenders and the Administrative Agent (and, if applicable, the Issuing Lenders) Borrower agree pursuant to an instrument in writing (the form and substance of which shall be satisfactory, and a copy of which shall be delivered, to the Administrative Agent and the Lenders making such Loans and, if applicable, the Issuing Lenders; any such instrument for any Series of Incremental Loans being herein called an “Incremental Facility Agreement” for such SeriesLoans) as to the amount of such commitments that shall be allocated to the respective Lenders making such offers, the fees (if any) to be payable by the Borrowers Borrower in connection therewith and the amortization and interest rate to be applicable thereto, such Lenders shall become obligated to make Incremental Facility Loans, and (if applicable) to participate in Incremental Facility Letters of Credit, Loans under this Agreement in an amount equal to the amount of their respective Incremental Facility Commitments. The Incremental Facility Loans to be made, and (if applicable) Incremental Facility Letters of Credit to be issued, made pursuant to any Incremental Facility Agreement such agreement between the Borrower and one or more Lenders in response to any such request by the Borrowers Borrower shall be deemed to be a separate “"Series” " ------ of Incremental Facility Loans, or (if applicable) Incremental Facility Letters of Credit, Loans for all purposes of this Agreement. Anything herein to the contrary notwithstanding, (i) the following additional provisions minimum aggregate principal amount of Incremental Facility Commitments entered into pursuant to any such request (and, accordingly, the minimum aggregate principal amount of any Series of Incremental Facility Loans) shall be applicable to Incremental Facility $10,000,000, (ii) the aggregate principal amount of all Commitments and Incremental Facility Loans shall not exceed $50,000,000 and (iii) in no event shall the final maturity date for the Incremental Facility Loans of any Series be earlier than the final Principal Payment Date for the Term Loans:, nor shall the amortization for any Incremental Facility Loans of any Series be at a rate faster (i.e. earlier) than the rate of amortization of the Term Loans (the determination of whether or not such amortization is faster to be made by the Administrative Agent). Proceeds of Incremental Facility Loans hereunder shall be available for any use permitted under Section 8.17 hereof.

Incremental Facility Loans. In addition to borrowings of Term Loans and Revolving Credit Loans provided above, the Borrowers may at any time and from time to time request that the Lenders (or additional financial institutions that will become Lenders hereunder) enter into commitments to make Incremental Facility Revolving Credit Loans (and participate in Incremental Facility Letters of Credit, under Incremental Facility Revolving Credit Commitments) or Incremental Facility Term Loans of one or more Series hereunder. In the event that one or more Lenders (which term, as used in this paragraph (de) shall include such additional financial institutions) offer, in their sole discretion, to enter into such commitments, and such Lenders, the Borrowers and the Administrative Agent (and, if applicable, the Issuing Lenders) agree pursuant to an instrument in writing (the form and substance of which shall be satisfactory, and a copy of which shall be delivered, to the Administrative Agent and the Lenders making such Loans and, if applicable, the Issuing Lenders; any such instrument for any Series of Incremental Loans being herein called an “Incremental Facility Agreement” for such Series) as to the amount of such commitments that shall be allocated to the respective Lenders making such offers, the fees (if any) to be payable by the Borrowers in connection therewith and the amortization and interest rate to be applicable thereto, such Lenders shall become obligated to make Incremental Facility Loans, and (if applicable) to participate in Incremental Facility Letters of Credit, under this Agreement in an amount equal to the amount of their respective Incremental Facility Commitments. The Incremental Facility Loans to be made, and (if applicable) Incremental Facility Letters of Credit to be issued, pursuant to any Incremental Facility Agreement in response to any such request by the Borrowers shall be deemed to be a separate “Series” of Incremental Facility Loans, or (if applicable) Incremental Facility Letters of Credit, for all purposes of this Agreement. Anything herein to the contrary notwithstanding, the following additional provisions shall be applicable to Incremental Facility Commitments and Incremental Facility Loans:.

Incremental Facility Loans. In addition to borrowings of Term Loans and Revolving Credit Loans provided above, the Borrowers Borrower may at any time time, but on no more than two occasions (counted to include each Revolving Credit Commitment Increase and from time to time each Term Loan Commitment Increase), request that the Lenders (or additional financial institutions that will become Lenders hereunder) enter into commitments to make Incremental Facility Revolving Credit Loans (and participate in Incremental Facility Letters of Credit, under Incremental Facility Revolving Credit Commitments) or Incremental Facility Term Loans of one or more Series hereunderunder this Agreement. In the event that one or more Lenders (which term, as used in this paragraph (dc) shall include such additional financial institutions) offer, in their sole discretion, to enter into such commitments, and such Lenders, the Borrowers Borrower and the Administrative Agent (and, if applicable, the Issuing Lenders) agree pursuant to an instrument in writing (the form and substance of which shall be satisfactory, and a copy of which shall be delivered, to the Administrative Agent and the Lenders making such Loans and, if applicable, the Issuing Lenders; (any such instrument for any Series of Incremental Facility Loans being herein called an “Incremental Facility Agreement” for such Series)) as to the amount of such commitments that shall be allocated to the respective Lenders making such offersLenders, the up front fees (if any) to be payable by the Borrowers Borrower in connection therewith and the amortization and interest rate Applicable Margin to be applicable thereto, such Lenders shall become obligated to make Incremental Facility Loans, and (if applicable) to participate in Incremental Facility Letters of Credit, Loans under this Agreement in an amount equal to the amount of their respective Incremental Facility Commitments. The Incremental Facility Loans to be made, and (if applicable) Incremental Facility Letters of Credit to be issued, made pursuant to any Incremental Facility Agreement in response to any such request by the Borrowers Borrower shall be deemed to be a separate “Series” of Incremental Facility Loans, or (if applicable) Incremental Facility Letters of Credit, Loans for all purposes of this Agreement. Anything herein to the contrary notwithstanding, the following additional provisions shall be applicable to Incremental Facility Commitments and Incremental Facility Loans:

Incremental Facility Loans. In addition (a) Subject to borrowings the terms and conditions of Term Loans and Revolving Credit Loans provided abovethis Agreement, the Borrowers Borrower may at request Incremental Facility Commitments on any time and from time to time request Business Day; PROVIDED, HOWEVER, that the Lenders (or additional financial institutions that will become Lenders hereunder) enter into commitments to make Borrower may not request Incremental Facility Revolving Credit Commitments or an Incremental Facility Loan during the continuance of a Default or Event of Default, including, without limitation, any Default or Event of Default that would result after giving effect to any Incremental Facility Loan; and PROVIDED FURTHER, that the Borrower may request up to two (2) Incremental Facility Commitments (each of which commitments may be from more than one Lender) which may be no less than $60,000,000 and no more than $120,000,000 in the aggregate. The final maturity date for all Incremental Facility Loans shall be no earlier than the Maturity Date. In requesting Incremental Facility Commitments, the Borrower shall offer each of the Lenders an opportunity to provide an Incremental Facility Commitment; PROVIDED that none of the Lenders shall be required to issue an Incremental Facility Commitment and the decision of any Lender to issue or not issue an Incremental Facility Commitment to the Borrower shall be at such Lender's sole discretion after being offered such right of first refusal (and participate in the failure to respond to any such offer by the requested deadline shall be deemed a refusal). Persons not then Lenders may be included as Lenders having Incremental Facility Letters Commitments with the written approval of Credit, under Incremental Facility Revolving Credit Commitments) or Incremental Facility Term Loans of one or more Series hereunder. In the event that one or more Lenders (which term, as used in this paragraph (d) shall include such additional financial institutions) offer, in their sole discretion, to enter into such commitments, and such Lenders, the Borrowers Borrower and the Administrative Agent (and, if applicable, the Issuing Lenders) agree pursuant to an instrument in writing (the form and substance of which shall be satisfactory, and a copy of which shall be delivered, to the Administrative Agent and the Lenders making such Loans and, if applicable, the Issuing Lenders; any such instrument for any Series of Incremental Loans being herein called an “Incremental Facility Agreement” for such Series) as to the amount of such commitments that shall be allocated to the respective Lenders making such offers, the fees (if any) to be payable by the Borrowers in connection therewith and the amortization and interest rate to be applicable thereto, such Lenders shall become obligated to make Incremental Facility Loans, and (if applicable) to participate in Incremental Facility Letters of Credit, under this Agreement in an amount equal to the amount of their respective Incremental Facility CommitmentsAgent. The Incremental Facility Commitments (i) may be in the form of a revolving or a term credit facility and may be structured as an institutional tranche, (ii) must not (A) have scheduled amortization providing for principal repayments or commitment reductions earlier than, or in an amount on a percentage basis larger than, those dates or amounts set forth in the reduction schedule for the Revolving Loan Commitment set forth herein, or (B) be secured by more or different collateral than the Loans to be madehereunder, and (if applicableiii) Incremental Facility Letters of Credit must be governed by this Agreement and the other Loan Documents and be subject to be issued, pursuant to any Incremental Facility Agreement in response to any such request by terms and conditions not more restrictive than those set forth herein and therein for the Borrowers shall be deemed to be a separate “Series” of Incremental Facility Loans, or (if applicable) Incremental Facility Letters of Credit, for all purposes of this Agreement. Anything herein to the contrary notwithstanding, the following additional provisions shall be applicable to Incremental Facility Commitments and Incremental Facility Loans:.

Incremental Facility Loans. In addition to borrowings of Term Loans and -------------------------- Revolving Credit Loans provided aboveLoans, the Borrowers may at any time and during the Incremental Facility Availability Period the Borrower may from time to time request that the Lenders (or additional financial institutions that will become Lenders hereunder) offer to enter into commitments to make Incremental Facility Revolving Credit Loans (additional revolving loans to the Borrower hereunder, which commitment of any Lender shall not be less than $10,000,000 and participate in Incremental Facility Letters of Credit, under Incremental Facility Revolving Credit Commitments) or Incremental Facility Term Loans of one or more Series hereundernot greater than $250,000,000. In the event that one or more of the Lenders (which term, as used in this paragraph (d) shall include such additional financial institutions) offer, in their sole discretion, to enter into such commitments, and such Lenders, the Borrowers Lenders and the Administrative Agent (and, if applicable, the Issuing Lenders) Borrower agree pursuant to an instrument in writing (the form and substance of which shall be satisfactory, and a copy of which shall be delivered, to the Administrative Agent and the Lenders making such Loans and, if applicable, the Issuing Lenders; any such instrument for any Series of Incremental Loans being herein called an “Incremental Facility Agreement” for such Series) as to the amount of such commitments that shall be allocated to the respective Lenders making such offers, offers and the fees (if any) to be payable by the Borrowers Borrower in connection therewith and the amortization and interest rate to be applicable theretotherewith, such Lenders shall become obligated to make Incremental Facility Loans, and (if applicable) to participate in Incremental Facility Letters of Credit, Loans under this Agreement in an amount equal to the amount of their respective Incremental Facility Commitments. The Incremental Facility Loans to be made, and (if applicable) Incremental Facility Letters of Credit to be issued, made pursuant to any Incremental Facility Agreement such agreement between the Borrower and one or more Lenders in response to any such request by the Borrowers Borrower shall be deemed to be a separate “"Series” " of Incremental Facility Loans, or (if applicable) Incremental Facility Letters of Credit, Loans for all purposes of this ------ Agreement. Anything herein to the contrary notwithstanding, (i) the following additional provisions shall be applicable to minimum aggregate principal amount of Incremental Facility Commitments and entered into pursuant to any such request (and, accordingly, the minimum aggregate principal amount of any Series of Incremental Facility Loans:) shall be $25,000,000 and (ii) the aggregate principal amount of all Commitments and Borrowings of Incremental Facility Loans shall not exceed $250,000,000. Following agreement by the Borrower and one or more of the Lenders as provided above, subject to the terms and conditions set forth herein, each Incremental Facility Lender of any Series agrees to make Incremental Facility Loans of such Series to the Borrower from time to time during the period from and including the date of such agreement to but not including the Maturity Date, in an aggregate principal amount up to but not exceeding the amount of the Incremental Facility Commitment of such Series of such Incremental Facility Lender. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Incremental Facility Loans of any Series as the Borrower shall from time to time select.

Incremental Facility Loans. In addition (a) Subject to borrowings the terms and conditions of Term Loans and Revolving Credit Loans provided abovethis Agreement, the Borrowers may at request Incremental Facility Commitments on any time and from time to time request Business Day; PROVIDED, HOWEVER, that the Lenders (or additional financial institutions that will become Lenders hereunder) enter into commitments to make Borrowers may not request Incremental Facility Revolving Credit Commitments or an Incremental Facility Loan during the continuance of a Default or Event of Default, including, without limitation, any Default or Event of Default that would result after giving effect to any Incremental Facility Loan; and PROVIDED FURTHER, that the Borrowers may request one (1) Incremental Facility Commitment (which commitment may be from more than one Lender) which may be no more than $35,000,000 in the aggregate. The Incremental Facility Maturity Date applicable to any of the Incremental Facility Loans shall be no earlier than the Final Maturity Date. In requesting Incremental Facility Commitments, the Borrowers shall offer each of the Lenders an opportunity to provide an Incremental Facility Commitment; PROVIDED that none of the Lenders shall be required to issue an Incremental Facility Commitment and the decision of any Lender to issue or not issue an Incremental Facility Commitment to the Borrowers shall be at such Lender's sole discretion after being offered such right of first refusal (and participate in the failure to respond to any such offer by the requested deadline shall be deemed a refusal). Persons not then Lenders may be included as Lenders having Incremental Facility Letters Commitments with the written approval of Credit, under Incremental Facility Revolving Credit Commitments) or Incremental Facility Term Loans of one or more Series hereunder. In the event that one or more Lenders (which term, as used in this paragraph (d) shall include such additional financial institutions) offer, in their sole discretion, to enter into such commitments, and such Lenders, the Borrowers and the Administrative Agent (and, if applicable, the Issuing Lenders) agree pursuant to an instrument in writing (the form and substance of which shall be satisfactory, and a copy of which shall be delivered, to the Administrative Agent and the Lenders making such Loans and, if applicable, the Issuing Lenders; any such instrument for any Series of Incremental Loans being herein called an “Incremental Facility Agreement” for such Series) as to the amount of such commitments that shall be allocated to the respective Lenders making such offers, the fees (if any) to be payable by the Borrowers in connection therewith and the amortization and interest rate to be applicable thereto, such Lenders shall become obligated to make Incremental Facility Loans, and (if applicable) to participate in Incremental Facility Letters of Credit, under this Agreement in an amount equal to the amount of their respective Incremental Facility CommitmentsAgent. The Incremental Facility Commitments (i) may be in the form of a revolving or a term credit facility and may be structured as an institutional tranche, (ii) must not (A) have scheduled amortization providing for principal repayments or commitment reductions earlier than, or in an amount on a percentage basis larger than, those dates or amounts set forth in the amortization schedule for the Term B Loans to be made, and (if applicable) Incremental Facility Letters of Credit to be issued, pursuant to any Incremental Facility Agreement in response to any such request by the Borrowers shall be deemed to be a separate “Series” of Incremental Facility Loansset forth herein, or (if applicableB) Incremental Facility Letters of Credit, for all purposes of this Agreement. Anything herein to be secured by more or different collateral than the contrary notwithstanding, the following additional provisions shall be applicable to Incremental Facility Commitments and Incremental Facility Loans:Loans hereunder,

Incremental Facility Loans. In (a) Subject to the terms and conditions of this Agreement, the Borrower may request Incremental Facility Commitments on any Business Day; provided, however, that the Borrower may not request Incremental Facility Commitments or an Incremental Facility Loan during the continuance of a Default or Event of Default, including, without limitation, any Default or Event of Default that would result after giving effect to any Incremental Facility Loan; and provided further, that the Borrower may request up to three (3) Incremental Facility Commitments (each of which commitments may be from more than one Lender) which may be no less than $35,000,000 and no more than $155,000,000 in the aggregate, in addition to borrowings of Term Loans and Revolving Credit Loans provided above, the Borrowers may at any time and from time to time request that the Lenders (or additional financial institutions that will become Lenders hereunder) enter into commitments to make Incremental Facility Revolving Credit Loans (and participate in Incremental Facility Letters of Credit, under Incremental Facility Revolving Credit Commitments) or Incremental Facility Term Loans of one or more Series hereunder. In the event that one or more Lenders (which term, as used in this paragraph (d) shall include such additional financial institutions) offer, in their sole discretion, to enter into such commitments, and such Lenders, the Borrowers and the Administrative Agent (and, if applicable, the Issuing Lenders) agree pursuant to an instrument in writing (the form and substance of which shall be satisfactory, and a copy of which shall be delivered, to the Administrative Agent and the Lenders making such Loans and, if applicable, the Issuing Lenders; any such instrument for any Series of Incremental Loans being herein called an “Incremental Facility Agreement” for such Series) as to the outstanding principal amount of such commitments that shall be allocated to the respective Lenders making such offers, the fees (if any) to be payable by the Borrowers in connection therewith and the amortization and interest rate to be applicable thereto, such Lenders shall become obligated to make Incremental Facility Term C Loans, and (if applicable) to participate in Incremental Facility Letters of Credit, under this Agreement in an amount equal to the amount of their respective Incremental Facility Commitments. The Incremental Facility Maturity Date applicable to any of the Incremental Facility Loans shall be no earlier than the Final Maturity Date. In requesting Incremental Facility Commitments, the Borrower shall offer each of the Lenders an opportunity to provide an Incremental Facility Commitment; provided that none of the Lenders shall be maderequired to issue an Incremental Facility Commitment and the decision of any Lender to issue or not issue an Incremental Facility Commitment to the Borrower shall be at such Lender’s sole discretion after being offered such right of first refusal (and the failure to respond to any such offer by the requested deadline shall be deemed a refusal). Persons not then Lenders may be included as Lenders having Incremental Facility Commitments with the written approval of the Borrower and the Administrative Agent. The Incremental Facility Commitments (i) may be in the form of a revolving or a term credit facility and may be structured as an institutional tranche, (ii) must not (A) have scheduled amortization providing for principal repayments or commitment reductions earlier than, or in an amount on a percentage basis larger than, those dates or amounts set forth in the amortization schedule for the Term B Loans set forth herein, or (B) be secured by more or different collateral than the Loans hereunder, and (if applicableiii) Incremental Facility Letters of Credit must be governed by this Agreement and the other Loan Documents and be subject to be issued, pursuant to any Incremental Facility Agreement in response to any such request by terms and conditions not more restrictive than those set forth herein and therein for the Borrowers shall be deemed to be a separate “Series” of Incremental Facility Loans, or (if applicable) Incremental Facility Letters of Credit, for all purposes of this Agreement. Anything herein to the contrary notwithstanding, the following additional provisions shall be applicable to Incremental Facility Commitments and Incremental Facility Loans:.

Incremental Facility Loans. In addition to borrowings Borrowings of Term Loans and Revolving Credit Loans provided aboveLoans, the Borrowers may at any time and from time to time during the Availability Period the Borrower may request that the Lenders (or additional financial institutions that will become Lenders hereunder) offer to enter into commitments to make Incremental Facility Revolving Credit Loans (additional term loans to the Borrower hereunder provided such loans are matched, on a one-to-one basis, with additional capital invested by the Parent Shareholder in the Parent, and participate by the Parent in Incremental Facility Letters the Borrower, in excess of Creditthe amount by which the Parent Shareholder and the Parent have agreed, under Incremental Facility Revolving Credit Commitments) or Incremental Facility Term Loans as at such date, to capitalize the Parent and the Borrower, respectively, pursuant to the Capital Subscription Agreement. Each such commitment of one or more Series hereunderany Lender shall not be less than U.S. $5,000,000 and not greater than U.S. $50,000,000. In the event that one or more of the Lenders (which term, as used in this paragraph (d) shall include such additional financial institutions) offer, in their sole discretion, to enter into such commitments, and such Lenders, the Borrowers Lenders and the Administrative Agent (and, if applicable, the Issuing Lenders) Borrower agree pursuant to an instrument in writing (the form and substance of which shall be satisfactory, and a copy of which shall be delivered, to the Administrative Agent and the Lenders making such Loans and, if applicable, the Issuing Lenders; any such instrument for any Series of Incremental Loans being herein called an “Incremental Facility Agreement” for such Series) as to the amount of such commitments that shall be allocated to the respective Lenders making such offers, and the fees (if any) to be payable by the Borrowers Borrower in connection therewith and the amortization and interest rate to be applicable theretotherewith, such Lenders shall become obligated to make Incremental Facility Loans, and (if applicable) to participate in Incremental Facility Letters of Credit, Loans under this Agreement in an amount equal to the amount of their respective Incremental Facility Commitments. The Incremental Facility Loans to be made, and (if applicable) Incremental Facility Letters of Credit to be issued, made pursuant to any Incremental Facility Agreement such agreement between the Borrower and one or more Lenders in response to any such request by the Borrowers Borrower shall be deemed to be a separate “"Series” " of Incremental Facility Loans, or (if applicable) Incremental Facility Letters of Credit, Loans for all purposes of this Agreement. Anything herein to the contrary notwithstanding, (i) the following additional provisions shall be applicable to minimum aggregate principal amount of Incremental Facility Commitments entered into pursuant to any such request shall be U.S. $10,000,000 and (ii) the aggregate principal amount of all Commitments and Borrowings of Incremental Facility Loans:Loans shall not exceed U.S. $50,000,000. Following agreement by the Borrower and one or more of the Lenders as provided above, subject to the terms and conditions set forth herein, each Incremental Facility Lender of any Series agrees to make Incremental Facility Loans of such Series to the Borrower from time to time, in an aggregate principal amount up to but not exceeding the amount of the Incremental Facility Commitment of such Series of such Incremental Facility Lender. Amounts repaid in respect of Incremental Facility Loans may not be reborrowed.

Incremental Facility Loans. In addition (a) Subject to borrowings the terms and conditions of Term Loans and Revolving Credit Loans provided abovethis Agreement, the Borrowers Borrower may at request Incremental Facility Commitments on any time and from time to time request Business Day; provided, however, that the Lenders (or additional financial institutions that will become Lenders hereunder) enter into commitments to make Borrower may not request Incremental Facility Revolving Credit Loans Commitments or an Incremental Facility Loan during the continuance of a Default or Event of Default, including, without limitation, any Default or Event of Default that would result after giving effect to any Incremental Facility Loan; and provided further, that the Borrower may request up to three (3) Incremental Facility Commitments (each of which commitments may be from more than one Lender) which may be no less than $50,000,000 and no more than $300,000,000 in the aggregate. Each Incremental Facility Commitment shall have a weighted average life to maturity equal to or greater than the weighted average life to maturity of the Term B Loan Commitment. In requesting Incremental Facility Commitments, the Borrower shall offer each of the Lenders an opportunity to provide an Incremental Facility Commitment; provided that none of the Lenders shall be required to issue an Incremental Facility Commitment and the decision of any Lender to issue or not issue an Incremental Facility Commitment to the Borrower shall be at such Lender's sole discretion after being offered such right of first refusal (and participate in the failure to respond to any such offer by the requested deadline shall be deemed a refusal). Persons not then Lenders may be included as Lenders having Incremental Facility Letters Commitments with the written approval of Credit, under Incremental Facility Revolving Credit Commitments) or Incremental Facility Term Loans of one or more Series hereunder. In the event that one or more Lenders (which term, as used in this paragraph (d) shall include such additional financial institutions) offer, in their sole discretion, to enter into such commitments, and such Lenders, the Borrowers Borrower and the Administrative Agent (and, if applicable, the Issuing Lenders) agree pursuant to an instrument in writing (the form and substance of which shall be satisfactory, and a copy of which shall be delivered, to the Administrative Agent and the Lenders making such Loans and, if applicable, the Issuing Lenders; any such instrument for any Series of Incremental Loans being herein called an “Incremental Facility Agreement” for such Series) as to the amount of such commitments that shall be allocated to the respective Lenders making such offers, the fees (if any) to be payable by the Borrowers in connection therewith and the amortization and interest rate to be applicable thereto, such Lenders shall become obligated to make Incremental Facility Loans, and (if applicable) to participate in Incremental Facility Letters of Credit, under this Agreement in an amount equal to the amount of their respective Incremental Facility CommitmentsAgent. The Incremental Facility Commitments (i) may be in the form of a revolving or a term credit facility and may be structured as an institutional tranche, (ii) must not (A) have scheduled amortization providing for principal repayments or commitment reductions earlier than, or in an amount on a percentage basis larger than, those dates or amounts set forth in the amortization schedule for the Term B Loans to set forth herein, or (B) be madesecured by more or different collateral than the Loans hereunder, and (if applicableiii) Incremental Facility Letters of Credit must be governed by this Agreement and the other Loan Documents and be subject to be issued, pursuant to any Incremental Facility Agreement in response to any such request by terms and conditions not more restrictive than those set forth herein and therein for the Borrowers shall be deemed to be a separate “Series” of Incremental Facility Loans, or (if applicable) Incremental Facility Letters of Credit, for all purposes of this Agreement. Anything herein to the contrary notwithstanding, the following additional provisions shall be applicable to Incremental Facility Commitments and Incremental Facility Loans:.

Incremental Facility Loans. In addition to borrowings Borrowings of Term Loans and Revolving Credit Loans provided and Tranche E Term Loans pursuant to paragraphs (a) and (b) above, the Borrowers may at any time and from time to time prior to the Revolving Credit Termination Date, the Borrower may request that one or more Persons (which may include the Lenders (or additional financial institutions that will become Lenders hereunderLenders) offer to enter into commitments to make additional revolving loans (“Incremental Facility Revolving Credit Loans Loans”) or term loans (and participate in “Incremental Facility Term Loans” and, together with the Incremental Facility Revolving Loans, “Incremental Facility Loans”) under this paragraph (c), it being understood that if such offer is to be made by any Person that is not already a Lender hereunder, (x) the Administrative Agent shall have consented to such Person being a Lender hereunder to the extent such consent would be required pursuant to Section 10.04(b) in the event of an assignment to such Person and (y) in the case of a commitment for Incremental Facility Revolving Loans providing for the issuance of Letters of Credit, under Incremental Facility Revolving Credit Commitmentseach Issuing Bank shall have consented to such Person being a Lender hereunder to the extent such consent would be required pursuant to Section 10.04(b) or Incremental Facility Term Loans in the event of one or more Series hereunderan assignment to such Person. In the event that one or more Lenders (which term, as used in this paragraph (d) shall include of such additional financial institutions) Persons offer, in their sole discretion, to enter into such commitments, and such Lenders, the Borrowers Persons and the Administrative Agent (and, if applicable, the Issuing Lenders) Borrower agree pursuant to an instrument in writing (the form and substance of which shall be satisfactory, and a copy of which shall be delivered, to the Administrative Agent and the Lenders making such Loans and, if applicable, the Issuing Lenders; any such instrument for any Series of Incremental Loans being herein called an “Incremental Facility Agreement” for such Series) as to the amount of such commitments that shall be allocated to the respective Lenders Persons making such offers, offers and the fees (if any) and interest to be payable by the Borrowers Borrower in connection therewith therewith, in the case of Incremental Facility Revolving Loans, the commitment reduction schedule and commitment termination date to be applicable thereto and, in the case of Incremental Facility Term Loans, the amortization and interest rate maturity date to be applicable thereto, the Borrower, such Lenders Persons, the Administrative Agent and the Collateral Agent shall execute and deliver an appropriate Incremental Facility Amendment, and such Persons shall become obligated to make Incremental Facility Revolving Loans or Incremental Facility Term Loans, and (if as applicable) to participate in Incremental Facility Letters of Credit, under this Agreement in an amount equal to the amount of their respective Incremental Facility Revolving Loan Commitments and Incremental Facility Term Loan Commitments, as applicable, as specified in such Incremental Facility Amendment. The Incremental Facility Loans to be made, and (if applicable) Incremental Facility Letters of Credit to be issued, made pursuant to any Incremental Facility Agreement such agreement between the Borrower and one or more Persons in response to any such request by the Borrowers Borrower shall be deemed to be a separate “Series” of Incremental Facility Loans, or (if applicable) Incremental Facility Letters of Credit, Loans for all purposes of this Agreement. Anything herein to the contrary notwithstanding, the following additional provisions shall be applicable to the Incremental Facility Commitments Loan Commitments, and Incremental Facility Loans, of any Series:

Incremental Facility Loans. In addition (a) Subject to borrowings the terms and conditions of Term Loans and Revolving Credit Loans provided abovethis Agreement, the Borrowers Borrower may at request Incremental Facility Commitments on any time and from time to time request Business Day; PROVIDED, HOWEVER, that the Lenders (or additional financial institutions that will become Lenders hereunder) enter into commitments to make Borrower may not request Incremental Facility Revolving Credit Loans (and participate in Commitments or an Incremental Facility Letters Loan during the continuance of Credita Default or Event of Default, under including, without limitation, any Default or Event of Default that would result after giving effect to any Incremental Facility Revolving Credit CommitmentsLoan; and PROVIDED FURTHER, that the Borrower may request up to two (2) or Incremental Facility Term Loans of one or more Series hereunder. In the event that one or more Lenders Commitments (which term, as used in this paragraph (d) shall include such additional financial institutions) offer, in their sole discretion, to enter into such commitments, and such Lenders, the Borrowers and the Administrative Agent (and, if applicable, the Issuing Lenders) agree pursuant to an instrument in writing (the form and substance each of which shall commitments may be satisfactory, from more than one Lender) which may be no less than $60,000,000 and a copy of which shall be delivered, to no more than $120,000,000 in the Administrative Agent and the Lenders making such Loans and, if applicable, the Issuing Lenders; any such instrument for any Series of Incremental Loans being herein called an “Incremental Facility Agreement” for such Series) as to the amount of such commitments that shall be allocated to the respective Lenders making such offers, the fees (if any) to be payable by the Borrowers in connection therewith and the amortization and interest rate to be applicable thereto, such Lenders shall become obligated to make Incremental Facility Loans, and (if applicable) to participate in Incremental Facility Letters of Credit, under this Agreement in an amount equal to the amount of their respective Incremental Facility Commitmentsaggregate. The Incremental Facility Maturity Date applicable to any of the Incremental Facility Loans shall be no earlier than the Final Maturity Date. In requesting Incremental Facility Commitments, the Borrower shall offer each of the Lenders an opportunity to provide an Incremental Facility Commitment; PROVIDED that none of the Lenders shall be maderequired to issue an Incremental Facility Commitment and the decision of any Lender to issue or not issue an Incremental Facility Commitment to the Borrower shall be at such Lender's sole discretion after being offered such right of first refusal (and the failure to respond to any such offer by the requested deadline shall be deemed a refusal). Persons not then Lenders may be included as Lenders having Incremental Facility Commitments with the written approval of the Borrower and the Administrative Agent. The Incremental Facility Commitments (i) may be in the form of a revolving or a term credit facility and may be structured as an institutional tranche, (ii) must not (A) have scheduled amortization providing for principal repayments or commitment reductions earlier than, or in an amount on a percentage basis larger than, those dates or amounts set forth in the amortization schedule 52 for the Term B Loans set forth herein, or (B) be secured by more or different collateral than the Loans hereunder, and (if applicableiii) Incremental Facility Letters of Credit must be governed by this Agreement and the other Loan Documents and be subject to be issued, pursuant to any Incremental Facility Agreement in response to any such request by terms and conditions not more restrictive than those set forth herein and therein for the Borrowers shall be deemed to be a separate “Series” of Incremental Facility Loans, or (if applicable) Incremental Facility Letters of Credit, for all purposes of this Agreement. Anything herein to the contrary notwithstanding, the following additional provisions shall be applicable to Incremental Facility Commitments and Incremental Facility Loans:.

Incremental Facility Loans. In addition (a) Subject to borrowings the terms and conditions of Term Loans and Revolving Credit Loans provided abovethis Agreement, the Borrowers Borrower may at request Incremental Facility Commitments on any time and from time to time request Business Day; provided, however, that the Lenders (or additional financial institutions that will become Lenders hereunder) enter into commitments to make Borrower may not request Incremental Facility Revolving Credit Loans Commitments or an Incremental Facility Loan during the continuance of a Default or Event of Default, including, without limitation, any Default or Event of Default that would result after giving effect to any Incremental Facility Loan; and provided further, that the Borrower may request up to three (3) Incremental Facility Commitments (each of which commitments may be from more than one Lender) which may be no less than $50,000,000 and no more than $300,000,000 in the aggregate. Each Incremental Facility Commitment shall have a weighted average life to maturity equal to or greater than the weighted average life to maturity of the Term B Loan Commitment. In requesting Incremental Facility Commitments, the Borrower shall offer each of the Lenders an opportunity to provide an Incremental Facility Commitment; provided that none of the Lenders shall be required to issue an Incremental Facility Commitment and the decision of any Lender to issue or not issue an Incremental Facility Commitment to the Borrower shall be at such Lender’s sole discretion after being offered such right of first refusal (and participate in the failure to respond to any such offer by the requested deadline shall be deemed a refusal). Persons not then Lenders may be included as Lenders having Incremental Facility Letters Commitments with the written approval of Credit, under Incremental Facility Revolving Credit Commitments) or Incremental Facility Term Loans of one or more Series hereunder. In the event that one or more Lenders (which term, as used in this paragraph (d) shall include such additional financial institutions) offer, in their sole discretion, to enter into such commitments, and such Lenders, the Borrowers Borrower and the Administrative Agent (and, if applicable, the Issuing Lenders) agree pursuant to an instrument in writing (the form and substance of which shall be satisfactory, and a copy of which shall be delivered, to the Administrative Agent and the Lenders making such Loans and, if applicable, the Issuing Lenders; any such instrument for any Series of Incremental Loans being herein called an “Incremental Facility Agreement” for such Series) as to the amount of such commitments that shall be allocated to the respective Lenders making such offers, the fees (if any) to be payable by the Borrowers in connection therewith and the amortization and interest rate to be applicable thereto, such Lenders shall become obligated to make Incremental Facility Loans, and (if applicable) to participate in Incremental Facility Letters of Credit, under this Agreement in an amount equal to the amount of their respective Incremental Facility CommitmentsAgent. The Incremental Facility Commitments (i) may be in the form of a revolving or a term credit facility and may be structured as an institutional tranche, (ii) must not (A) have scheduled amortization providing for principal repayments or commitment reductions earlier than, or in an amount on a percentage basis larger than, those dates or amounts set forth in the amortization schedule for the Term B Loans to set forth herein, or (B) be madesecured by more or different collateral than the Loans hereunder, and (if applicableiii) Incremental Facility Letters of Credit must be governed by this Agreement and the other Loan Documents and be subject to be issued, pursuant to any Incremental Facility Agreement in response to any such request by terms and conditions not more restrictive than those set forth herein and therein for the Borrowers shall be deemed to be a separate “Series” of Incremental Facility Loans, or (if applicable) Incremental Facility Letters of Credit, for all purposes of this Agreement. Anything herein to the contrary notwithstanding, the following additional provisions shall be applicable to Incremental Facility Commitments and Incremental Facility Loans:.

Incremental Facility Loans. In addition (a) Subject to borrowings the terms and conditions of Term Loans and Revolving Credit Loans provided abovethis Agreement, the Borrowers may at request Incremental Facility Commitments on any time and from time to time request Business Day; PROVIDED, HOWEVER, that the Lenders (or additional financial institutions that will become Lenders hereunder) enter into commitments to make Borrowers may not request Incremental Facility Revolving Credit Commitments or an Incremental Facility Loan during the continuance of a Default or Event of Default, including, without limitation, any Default or Event of Default that would result after giving effect to any Incremental Facility Loan; and PROVIDED FURTHER, that the Borrowers may request an Incremental Facility Commitment (which commitment may be from more than one Lender) which may be no more than $35,000,000 in the aggregate. The final maturity date for all Incremental Facility Loans shall be no earlier than the Maturity Date. In requesting Incremental Facility Commitments, the Borrowers shall offer each of the Lenders an opportunity to provide an Incremental Facility Commitment; PROVIDED that none of the Lenders shall be required to issue an Incremental Facility Commitment and the decision of any Lender to issue or not issue an Incremental Facility Commitment to the Borrowers shall be at such Lender's sole discretion after being offered such right of first refusal (and participate in the failure to respond to any such offer by the requested deadline shall be deemed a refusal). Persons not then Lenders may be included as Lenders having Incremental Facility Letters Commitments with the written approval of Credit, under Incremental Facility Revolving Credit Commitments) or Incremental Facility Term Loans of one or more Series hereunder. In the event that one or more Lenders (which term, as used in this paragraph (d) shall include such additional financial institutions) offer, in their sole discretion, to enter into such commitments, and such Lenders, the Borrowers and the Administrative Agent (and, if applicable, the Issuing Lenders) agree pursuant to an instrument in writing (the form and substance of which shall be satisfactory, and a copy of which shall be delivered, to the Administrative Agent and the Lenders making such Loans and, if applicable, the Issuing Lenders; any such instrument for any Series of Incremental Loans being herein called an “Incremental Facility Agreement” for such Series) as to the amount of such commitments that shall be allocated to the respective Lenders making such offers, the fees (if any) to be payable by the Borrowers in connection therewith and the amortization and interest rate to be applicable thereto, such Lenders shall become obligated to make Incremental Facility Loans, and (if applicable) to participate in Incremental Facility Letters of Credit, under this Agreement in an amount equal to the amount of their respective Incremental Facility CommitmentsAgent. The Incremental Facility Commitments (i) may be in the form of a revolving or a term credit facility and may be structured as an institutional tranche, (ii) must not (A) have scheduled amortization providing for principal repayments or commitment reductions earlier than, or in an amount on a percentage basis larger than, those dates or amounts set forth in the reduction schedule for the Revolving Loan Commitment set forth herein, or (B) be secured by more or different collateral than the Loans to be madehereunder, and (if applicableiii) Incremental Facility Letters of Credit must be governed by this Agreement and the other Loan Documents and be subject to be issued, pursuant to any Incremental Facility Agreement in response to any such request by terms and conditions not more restrictive than those set forth herein and therein for the Borrowers shall be deemed to be a separate “Series” of Incremental Facility Loans, or (if applicable) Incremental Facility Letters of Credit, for all purposes of this Agreement. Anything herein to the contrary notwithstanding, the following additional provisions shall be applicable to Incremental Facility Commitments and Incremental Facility Loans:.

Incremental Facility Loans. In addition to borrowings of Term Loans and Revolving Credit Loans provided above, the Borrowers may at any time and from time to time request that the Lenders (or additional financial institutions that will become Lenders hereunder) enter into commitments to make Incremental Facility Revolving Credit Loans (and participate in Incremental Facility Letters of Credit, under Incremental Facility Revolving Credit Commitments) or Incremental Facility Term Loans of one or more Series hereunder. In the event that one or more Lenders (which term, as used in this paragraph (de) shall include such additional financial institutions) offer, in their sole discretion, to enter into such commitments, and such Lenders, the Borrowers and the Administrative Agent (and, if applicable, the Issuing Lenders) agree pursuant to an instrument in writing (the form and substance of which shall be satisfactory, and a copy of which shall be delivered, to the Administrative Agent and the Lenders making such Loans and, if applicable, the Issuing Lenders; any such instrument for any Series of Incremental Loans being herein called an “Incremental Facility Agreement” for such Series) as to the amount of such commitments that shall be allocated to the respective Lenders making such offers, the fees (if any) to be payable by the Borrowers in connection therewith and the amortization and interest rate to be applicable thereto, such Lenders shall become obligated to make Incremental Facility Loans, and (if applicable) to participate in Incremental Facility Letters of Credit, under this Agreement in an amount equal to the amount of their respective Incremental Facility Commitments. The Incremental Facility Loans to be made, and (if applicable) Incremental Facility Letters of Credit to be issued, pursuant to any Incremental Facility Agreement in response to any such request by the Borrowers shall be deemed to be a separate “Series” of Incremental Facility Loans, or (if applicable) Incremental Facility Letters of Credit, for all purposes of this Agreement. Anything herein to the contrary notwithstanding, the following additional provisions shall be applicable to Incremental Facility Commitments and Incremental Facility Loans:

Incremental Facility Loans. In addition to borrowings Borrowings of Revolving Credit Loans, Tranche A Term Loans, Tranche B Term Loans and Revolving Credit Tranche C Term Loans provided pursuant to paragraphs (a), (b), (c) and (d) above, the Borrowers may at any time and from time to time prior to the Revolving Credit Maturity Date, the Borrower may request that one or more Persons (which may include the Lenders (or additional financial institutions that will become Lenders hereunderLenders) offer to enter into commitments to make additional revolving loans (“Incremental Facility Revolving Credit Loans Loans”) or term loans (and participate in “Incremental Facility Term Loans” and, together with the Incremental Facility Revolving Loans, “Incremental Facility Loans”) under this paragraph (e), it being understood that if such offer is to be made by any Person that is not already a Lender hereunder, (x) the Administrative Agent shall have consented to such Person being a Lender hereunder to the extent such consent would be required pursuant to Section 10.04(b) in the event of an assignment to such Person and (y) in the case of a commitment for Incremental Facility Revolving Loans providing for the issuance of Letters of Credit, under Incremental Facility Revolving Credit Commitmentseach Issuing Bank shall have consented to such Person being a Lender hereunder to the extent such consent would be required pursuant to Section 10.04(b) or Incremental Facility Term Loans in the event of one or more Series hereunderan assignment to such Person. In the event that one or more Lenders (which term, as used in this paragraph (d) shall include of such additional financial institutions) Persons offer, in their sole discretion, to enter into such commitments, and such Lenders, the Borrowers Persons and the Administrative Agent (and, if applicable, the Issuing Lenders) Borrower agree pursuant to an instrument in writing (the form and substance of which shall be satisfactory, and a copy of which shall be delivered, to the Administrative Agent and the Lenders making such Loans and, if applicable, the Issuing Lenders; any such instrument for any Series of Incremental Loans being herein called an “Incremental Facility Agreement” for such Series) as to the amount of such commitments that shall be allocated to the respective Lenders Persons making such offers, offers and the fees (if any) and interest to be payable by the Borrowers Borrower in connection therewith therewith, in the case of Incremental Facility Revolving Loans, the commitment reduction schedule and commitment termination date to be applicable thereto and, in the case of Incremental Facility Term Loans the amortization and interest rate maturity date to be applicable thereto, the Borrower, such Lenders Persons, the Administrative Agent and the Collateral Agent shall execute and deliver an appropriate Incremental Facility Amendment, and such Persons shall become obligated to make Incremental Facility Revolving Loans or Incremental Facility Term Loans, and (if as applicable) to participate in Incremental Facility Letters of Credit, under this Agreement in an amount equal to the amount of their respective Incremental Facility Revolving Loan Commitments and Incremental Facility Term Loan Commitments, as applicable, as specified in such Incremental Facility Amendment. The Incremental Facility Loans to be made, and (if applicable) Incremental Facility Letters of Credit to be issued, made pursuant to any Incremental Facility Agreement such agreement between the Borrower and one or more Persons in response to any such request by the Borrowers Borrower shall be deemed to be a separate “Series” of Incremental Facility Loans, or (if applicable) Incremental Facility Letters of Credit, Loans for all purposes of this Agreement. Anything herein to the contrary notwithstanding, the following additional provisions shall be applicable to the Incremental Facility Commitments Loan Commitments, and Incremental Facility Loans, of any Series:

Incremental Facility Loans. In addition to borrowings of Term Tranche I Revolving Loans and Tranche II Revolving Credit Loans provided abovespecified in Section 2.01(a) and (b), the Borrowers may respectively, at any time and from time to time on or before November 30, 1999, the Borrower may request that the Lenders (or additional financial institutions that will become Lenders hereunder) offer to enter into commitments to make Incremental Facility Revolving Credit Loans to the Borrower in Dollars (and participate it being understood that such offer may be made by any financial institution that is to become a Lender hereunder in Incremental Facility Letters connection with the making of Creditsuch offer under this paragraph (c), under Incremental Facility Revolving Credit Commitments) or Incremental Facility Term Loans of one or more Series hereunderso long as the Administrative Agent shall have consented to such financial institution being a Lender hereunder (such consent shall not be unreasonably withheld)). In the event that one or more of the Lenders (which term, as used in this paragraph (d) shall include such additional financial institutions) offer, in their sole discretion, to enter into such commitments, and such Lenders, the Borrowers Lenders and the Administrative Agent (and, if applicable, the Issuing Lenders) Borrower agree pursuant to an instrument in writing (the form and substance of which shall be satisfactory, and a copy of which shall be delivered, to the Administrative Agent and the Lenders making such Loans and, if applicable, the Issuing Lenders; any such instrument for any Series of Incremental Loans being herein called an “Incremental Facility Agreement” for such Series) as to the amount of such commitments that shall be allocated to the respective Lenders making such offers, offers and as to the fees (if any) to be payable by the Borrowers Borrower in connection therewith therewith, the Borrower, the Administrative Agent and the amortization such Lenders shall execute and interest rate to be applicable thereto, deliver an Incremental Facility Loan Agreement and such Lenders shall become obligated to make Incremental Facility Loans, and (if applicable) to participate in Incremental Facility Letters of Credit, Loans under this Agreement in an amount equal to the amount of their respective Incremental Facility Commitments, as specified in such Incremental Facility Loan Agreement. The Incremental Facility Loans to be made, and (if applicable) Incremental Facility Letters of Credit to be issued, made pursuant to any Incremental Facility Loan Agreement in response to any such request by the Borrowers Borrower shall be deemed to be a separate “"Series” " of Incremental Facility Loans, or (if applicable) Incremental Facility Letters of Credit, Loans for all purposes of this Agreement. Anything herein to the contrary notwithstanding, (i) the following additional provisions shall be applicable to minimum aggregate principal amount of Incremental Facility Commitments and entered into pursuant to any request specified above (and, accordingly, the minimum aggregate principal amount of any Series of Incremental Facility Loans:) shall be $50,000,000 and (ii) the aggregate outstanding principal amount of Incremental Facility Loans of all Series, together with the aggregate unutilized Incremental Facility Commitments of all Series, shall not exceed $200,000,000 at any time. Following agreement by the Borrower and one or more of the Lenders as provided above, subject to the terms and conditions set forth herein, each Incremental Facility Lender of any Series agrees to make Incremental Facility Loans of such Series to the Borrower as specified in the Incremental Facility Loan Agreement, in Dollars in an aggregate principal amount up to but not exceeding the amount of the Incremental Facility Commitment of such Series of such Incremental Facility Lender. Amounts repaid in respect of Incremental Facility Loans may not be reborrowed. Incremental Facility Loans shall be made as ABR Loans and Eurocurrency Loans available in Dollars only, and shall not be available as Competitive Loans or Swingline Loans, nor shall the Incremental Facility Commitments be available for the issuance of Letters of Credit."

Incremental Facility Loans. In addition (a) Subject to borrowings of Term Loans the terms and Revolving Credit Loans provided above, conditions set forth herein the Lenders agree that the Borrowers may at may, on any time and Business Day from time to time request that after the Lenders (or additional financial institutions that will become Lenders hereunder) enter into commitments Closing Date and before the fourth anniversary of the Closing Date, deliver a written notice to make Incremental Facility Revolving Credit Loans (and participate in Incremental Facility Letters of Credit, under Incremental Facility Revolving Credit Commitments) or Incremental Facility Term Loans of one or more Series hereunder. In the event that one or more Lenders (which term, as used in this paragraph (d) shall include such additional financial institutions) offer, in their sole discretion, to enter into such commitments, and such Lenders, the Borrowers and the Administrative Agent (and, if applicable, the Issuing Lenders) agree pursuant to an instrument in writing (the form and substance of which shall be satisfactory, and a copy of which shall be delivered, to the Administrative Agent and the Lenders making such Loans and, if applicable, the Issuing Lenders; any such instrument for any Series of Incremental Loans being herein called an “Incremental Facility Agreement” for Request”) at least 15 Business Days (or such Seriesshorter period as Agent may agree in its sole discretion) as prior to the proposed borrowing date requesting to add additional term loans (the “Incremental Term Loans”; and each credit facility for making any Incremental Term Loans is an “Incremental Facility”) up to an aggregate amount of such commitments that shall be allocated not to exceed the respective Lenders making such offersAvailable Increase Amount, the fees provided that, (if anyi) immediately prior to be payable by the Borrowers in connection therewith and the amortization and interest rate to be applicable thereto, such Lenders shall become obligated to make Incremental Facility Loans, and (if applicable) to participate in Incremental Facility Letters of Credit, under this Agreement in an amount equal to the amount of their respective Incremental Facility Commitments. The Incremental Facility Loans to be made, and (if applicable) Incremental Facility Letters of Credit to be issued, pursuant immediately after giving effect to any Incremental Facility Agreement in response Amendment and the closing of such Incremental Facility, no Event of Default has occurred and is continuing or would result therefrom, (ii) immediately prior to and immediately after giving effect to any Incremental Facility Amendment and the closing of such request by Incremental Facility, the Borrowers representations and warranties of each Borrower and each other Loan Party contained in this Agreement or in the other Loan Documents shall be deemed true and correct in all material respects (except that such materiality qualifier shall not be applicable to be a separate “Series” any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date such Incremental Term Loans are advanced, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date), (iii) immediately prior to and immediately after giving effect to any Incremental Facility LoansAmendment and the closing of such Incremental Facility, or the Loan Parties shall be in pro forma compliance with the financial covenants set forth in Section 8 (if applicableafter giving effect to the related use of proceeds) as of the last day of the immediately preceding Fiscal Quarter for which the Loan Parties’ financial statements are available, (iv) immediately prior to and immediately after giving effect to any Incremental Facility Amendment and the closing of such Incremental Facility, the Net Senior Leverage Ratio, calculated on a pro forma basis for the most recently ended Fiscal Quarter for which the Loan Parties’ internal financial statements are available and after giving effect to the related use of proceeds, shall not exceed the lesser of (x) the maximum Net Senior Leverage Ratio permitted under Section 8(a) as of the last day of the most recently ended Fiscal Quarter less 0.25x and (y) 3.00 to 1.00, (v) the final stated maturity date for any Incremental Term Loan shall be no earlier than the Maturity Date, (vi) the weighted average life to maturity applicable to each Incremental Facility shall be no shorter than weighted average life to maturity of the Term Loan, (vii) the aggregate principal amount of all Incremental Term Loans shall not exceed $50,000,000, (viii) each Incremental Facility shall be in a principal amount of at least $10,000,000 and integral multiples of $5,000,000 in excess thereof and (ix) no more than four (4) Incremental Facility Letters of Credit, for all purposes Requests may be delivered during the term of this Agreement. Anything herein to the contrary notwithstanding, the following additional provisions shall be applicable to Incremental Facility Commitments and Incremental Facility Loans:.

Incremental Facility Loans. In addition to borrowings of Term Loans and Revolving Credit Loans provided above, the Borrowers may at any time and from time to time request that the Lenders (or additional financial institutions that will become Lenders hereunder) enter into commitments to make Incremental Facility Revolving Credit Loans (and participate in Incremental Facility Letters of Credit, under Incremental Facility Revolving Credit Commitments) or Incremental Facility Term Loans of one or more Series hereunderhereunder or, subject to the limitations set forth below, constituting an increase in the amount of any previously established Class of Commitments or Term Loans. In the event that one or more Lenders (which term, as used in this paragraph (de) shall include such additional financial institutions) offer, in their sole discretion, to enter into such commitments, and such Lenders, the Borrowers and the Administrative Agent (and, if applicable, the Issuing Lenders) agree pursuant to an instrument in writing (the form and substance of which shall be satisfactory, and a copy of which shall be delivered, to the Administrative Agent and the Lenders making such Loans and, if applicable, the Issuing Lenders; any such instrument for any Series of Incremental Loans being herein called an “Incremental Facility Agreement” for such Series) as to the amount of such commitments that shall be allocated to the respective Lenders making such offers, the fees (if any) to be payable by the Borrowers in connection therewith and the amortization and interest rate to be applicable thereto, such Lenders shall become obligated to make Incremental Facility Loans, and (if applicable) to participate in Incremental Facility Letters of Credit, under this Agreement in an amount equal to the amount of their respective Incremental Facility Commitments. The Unless specified to be an increase in any existing Class of Commitments or Term Loans, the Incremental Facility Loans to be made, and (if applicable) Incremental Facility Letters of Credit to be issued, pursuant to any Incremental Facility Agreement in response to any such request by the Borrowers shall be deemed to be a separate “Series” of Incremental Facility Loans, or (if applicable) Incremental Facility Letters of Credit, for all purposes of this Agreement. Anything herein to the contrary notwithstanding, the following additional provisions shall be applicable to Incremental Facility Commitments and Incremental Facility Loans:

Incremental Facility Loans. In addition to borrowings Borrowings of Revolving Credit Loans, Tranche A Term Loans, Tranche B Term Loans and Revolving Credit Tranche C Term Loans provided pursuant to paragraphs (a), (b), (c) and (d) above, the Borrowers may at any time and from time to time prior to December 31, 2002, the Borrower may request that one or more Persons (which may include the Lenders (or additional financial institutions that will become Lenders hereunderLenders) offer to enter into commitments to CREDIT AGREEMENT make additional revolving loans ("INCREMENTAL FACILITY REVOLVING LOANS") or term loans ("INCREMENTAL FACILITY TERM LOANS" and, together with the Incremental Facility Revolving Credit Loans Loans, "INCREMENTAL FACILITY LOANS") under this paragraph (and participate e), it being understood that if such offer is to be made by any Person that is not already a Lender hereunder, the Administrative Agent shall have consented to such Person being a Lender hereunder to the extent such consent would be required pursuant to Section 10.04(b) in Incremental Facility Letters the event of Credit, under Incremental Facility Revolving Credit Commitments) or Incremental Facility Term Loans of one or more Series hereunderan assignment to such Person. In the event that one or more Lenders (which term, as used in this paragraph (d) shall include of such additional financial institutions) Persons offer, in their sole discretion, to enter into such commitments, and such Lenders, the Borrowers Persons and the Administrative Agent (and, if applicable, the Issuing Lenders) Borrower agree pursuant to an instrument in writing (the form and substance of which shall be satisfactory, and a copy of which shall be delivered, to the Administrative Agent and the Lenders making such Loans and, if applicable, the Issuing Lenders; any such instrument for any Series of Incremental Loans being herein called an “Incremental Facility Agreement” for such Series) as to the amount of such commitments that shall be allocated to the respective Lenders Persons making such offers, offers and the fees (if any) to be payable by the Borrowers Borrower in connection therewith therewith, in the case of Incremental Facility Revolving Loans the commitment reduction schedule and commitment termination date to be applicable thereto and, in the case of Incremental Facility Term Loans the amortization and interest rate maturity date to be applicable thereto, the Borrower, such Lenders Persons, the Administrative Agent and the Collateral Agent shall execute and deliver an appropriate Incremental Facility Amendment, and such Persons shall become obligated to make Incremental Facility Revolving Loans or Incremental Facility Term Loans, and (if as applicable) to participate in Incremental Facility Letters of Credit, under this Agreement in an amount equal to the amount of their respective Incremental Facility Revolving Loan Commitments and Incremental Facility Term Loan Commitments, as applicable, as specified in such Incremental Facility Amendment. The Incremental Facility Loans to be made, and (if applicable) Incremental Facility Letters of Credit to be issued, made pursuant to any Incremental Facility Agreement such agreement between the Borrower and one or more Persons in response to any such request by the Borrowers Borrower shall be deemed to be a separate “Series” "SERIES" of Incremental Facility Loans, or (if applicable) Incremental Facility Letters of Credit, Loans for all purposes of this Agreement. Anything herein to the contrary notwithstanding, the following additional provisions shall be applicable to the Incremental Facility Commitments Loan Commitments, and Incremental Facility Loans, of any Series:

Incremental Facility Loans. In addition (a) Subject to borrowings the terms and conditions of Term Loans and Revolving Credit Loans provided abovethis Agreement, the Borrowers Borrower may at request an Incremental Facility Commitment on any time Business Day; PROVIDED, HOWEVER, that (i) the Borrower may not request an Incremental Facility Commitment or an Incremental Facility Loan during the continuance of a Default or Event of Default, including, without limitation, any Default or Event of Default that would result after giving effect to any Incremental Facility Loan; (ii) the aggregate principal amount of any Incremental Facilities, the proceeds of which do not refinance any of the Loans (a "NON-REFINANCING INCREMENTAL FACILITY"), shall not exceed $400,000,000; and from time (iii) the aggregate amount of Incremental Facilities the entire net proceeds of which are used to time request refinance all or any portion of the Loans or the Revolving Loan Commitment shall be unlimited (a "REFINANCING INCREMENTAL FACILITY"), PROVIDED that the Lenders (or additional financial institutions that will become Lenders hereunder) enter into commitments to make amount of any Refinancing Incremental Facility shall be limited to the principal amount, accrued interest, fees and premiums, if any, payable with respect to the Loans or the Revolving Credit Loan Commitment being refinanced, and any costs and expenses incurred to effect any such refinancing. Any repayment of the Term A Loans (and participate in or the Term B Loans, as applicable, from the proceeds of an Incremental Facility Letters shall be applied in the direct order of Credit, under Incremental Facility Revolving Credit Commitments) or Incremental Facility Term Loans maturity of one or more Series hereunder. In the event that one or more Lenders (which term, as used remaining scheduled repayments set forth in this paragraph (d) shall include such additional financial institutions) offer, in their sole discretion, to enter into such commitmentsSECTION 2.6, and such Lenders, any repayment of the Borrowers and the Administrative Agent (andRevolving Loans, if applicable, shall reduce the Issuing Lenders) agree pursuant to an instrument in writing (the form and substance of which shall be satisfactory, and a copy of which shall be delivered, to the Administrative Agent and the Lenders making such Loans and, if applicable, the Issuing Lenders; any such instrument for any Series of Incremental Loans being herein called an “Incremental Facility Agreement” for such Series) as to the amount of such commitments that shall be allocated to the respective Lenders making such offers, the fees (if any) to be payable by the Borrowers in connection therewith and the amortization and interest rate to be applicable thereto, such Lenders shall become obligated to make Incremental Facility Loans, and (if applicable) to participate in Incremental Facility Letters of Credit, under this Agreement Revolving Loan Commitments in an amount equal to such repayment. A Non-Refinancing Incremental Facility (i) may be in the form of a revolving or a term credit facility and may be structured as an institutional tranche, (ii) may be used to increase the amount of their respective any of the Commitments hereunder, provided that, in the case of Incremental Facility CommitmentsLoans that are term loans, the amount of such Incremental Facility Loans is added on a pro rata basis to the remaining scheduled amortization of the Term Loans, and (iii) shall not have an Incremental Facility Maturity Date earlier than six (6) months after the Term B Loan Maturity Date, unless such Incremental Facility is used to increase the amount of any of the Commitments hereunder. A Refinancing Incremental Facility (i) shall not have an Incremental Facility Maturity Date earlier than the Maturity Date for the Loans being refinanced with the proceeds of such Refinancing Incremental Facility, (ii) shall not have an Applicable Margin with respect any Advances thereunder in excess of the Applicable Margin applicable to Advances of the Loans being refinanced with the proceeds of such Refinancing Incremental Facility, and (iii) other than any extensions of the Maturity Date or reductions in the Applicable Margins with respect thereto, shall be made on the same terms and conditions applicable to the Loans being refinanced with the proceeds of such Refinancing Incremental Facility. The Incremental Facility Commitments shall be governed by this Agreement and the other Loan Documents and be subject to terms and conditions not more restrictive than those set forth for the Loans herein and therein. None of the Lenders shall be required to issue an Incremental Facility Commitment and the decision of any Lender to issue or not issue an Incremental Facility Commitment to the Borrower shall be at such Lender's sole discretion. Persons not then Lenders may be included as Lenders having Incremental Facility Commitments with the written approval, not to be madeunreasonably withheld, of the Borrower and (if applicable) Incremental Facility Letters the Lead Arrangers. The terms and conditions in this SECTION 2.15 may be amended with the consent of Credit the Majority Lenders and the Borrower, except to be issued, pursuant the extent that a specific Lender's consent is otherwise required with respect to an issuance by such Lender of any Incremental Facility Agreement in response to any such request by the Borrowers shall be deemed to be a separate “Series” of Incremental Facility Loans, or (if applicable) Incremental Facility Letters of Credit, for all purposes of this Agreement. Anything herein to the contrary notwithstanding, the following additional provisions shall be applicable to Incremental Facility Commitments and Incremental Facility Loans:Commitment.

Incremental Facility Loans. In addition to borrowings of Term Loans and Revolving Credit Loans provided above, the Borrowers may at any time and from time to time request that the Lenders (or additional financial institutions that will become Lenders hereunder) enter into commitments to make Incremental Facility Revolving Credit Loans (and participate in Incremental Facility Letters of Credit, under Incremental Facility Revolving Credit Commitments) or Incremental Facility Term Loans of one or more Series hereunder. In the event that one or more Lenders (which term, as used in this paragraph (d) shall include such additional financial institutions) offer, in their sole discretion, to enter into such commitments, and such Lenders, the Borrowers and the Administrative Agent (and, if applicable, the Issuing Lenders) agree pursuant to an instrument in writing (the form and substance of which shall be satisfactory, and a copy of which shall be delivered, to the Administrative Agent and the Lenders making such Loans and, if applicable, the Issuing Lenders; any such instrument for any Series of Incremental Loans being herein called an “"Incremental Facility Agreement” " for such Series) as to the amount of such commitments that shall be allocated to the respective Lenders making such offers, the fees (if any) to be payable by the Borrowers in connection therewith and the amortization and interest rate to be applicable thereto, such Lenders shall become obligated to make Incremental Facility Loans, and (if applicable) to participate in Incremental Facility Letters of Credit, under this Agreement in an amount equal to the amount of their respective Incremental Facility Commitments. The Incremental Facility Loans to be made, and (if applicable) Incremental Facility Letters of Credit to be issued, pursuant to any Incremental Facility Agreement in response to any such request by the Borrowers shall be deemed to be a separate “"Series” " of Incremental Facility Loans, or (if applicable) Incremental Facility Letters of Credit, for all purposes of this Agreement. Credit Agreement Anything herein to the contrary notwithstanding, the following additional provisions shall be applicable to Incremental Facility Commitments and Incremental Facility Loans:

Incremental Facility Loans. In addition (a) Subject to borrowings the terms and conditions of Term Loans and Revolving Credit Loans provided abovethis Agreement, the Borrowers Borrower may at any time and from time to time request that the Lenders (or additional financial institutions that will become Lenders hereunder) enter into commitments to make Incremental Facility Revolving Credit Loans Commitment; provided, that (and participate in i) the Borrower may not request the Incremental Facility Letters of Credit, under Commitment or an Incremental Facility Revolving Credit CommitmentsAdvance after the occurrence and during the continuance of a Default, including, without limitation, any Default that would result after giving effect to any Incremental Facility Advance; (ii) the Borrower may request only seven (7) Incremental Facility Commitments (although such commitments may be from more than one Lender) and must request a minimum Incremental Facility Commitment of $25,000,000.00, or if less, the remaining amount permitted pursuant to this Section 2.15 after giving effect to any prior Incremental Facility Commitments or Incremental Facility Loans and (iii) the sum of (A) all outstanding Incremental Facility Commitments, plus (B) all outstanding Incremental Facility Loans, shall not exceed $300,000,000.00. The maturity date for the Incremental Facility Loans shall be no earlier than six (6) calendar months after the later of (i) the Term Loan A Maturity Date or (ii) Term Loan B Maturity Date (or, if no Term Loans are outstanding, the Incremental Facility Maturity Date of one the most recently funded Incremental Facility Loan outstanding at such time) and the weighted average life of each Incremental Facility Loan shall be longer than the weighted average life of the longer of the Term Loan A or the Term Loan B (or, if no Term Loans are outstanding, the most recently funded Incremental Facility Loan outstanding at such time). 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) must be in the form of a term loan 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 as set forth in Section 2.7(b) hereof (or, if no Term Loans are outstanding, the repayment schedule set forth in the Notice of Incremental Facility Commitment for the most recently funded Incremental Facility Loan outstanding at such time) and (z) must be governed by this Agreement and the other Loan Documents and be on terms and conditions no more Series 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. The Borrower may, at its own expense, solicit Incremental Facility Commitments from third party financial institutions reasonably acceptable to the Administrative Agent. Any such financial institution (if not already a Lender hereunder. In the event that one or more Lenders (which term, as used in this paragraph (d) shall include such additional financial institutions) offerbecome a party to this Agreement as a Lender, in their sole discretion, to enter into such commitments, and such Lenders, the Borrowers and the Administrative Agent (and, if applicable, the Issuing Lenders) agree pursuant to an instrument a joinder agreement in writing (the form and substance of which shall be satisfactory, and a copy of which shall be delivered, reasonably satisfactory to the Administrative Agent and the Lenders making such Loans and, if applicable, the Issuing Lenders; any such instrument for any Series of Incremental Loans being herein called an “Incremental Facility Agreement” for such Series) as to the amount of such commitments that shall be allocated to the respective Lenders making such offers, the fees (if any) to be payable by the Borrowers in connection therewith and the amortization and interest rate to be applicable thereto, such Lenders shall become obligated to make Incremental Facility Loans, and (if applicable) to participate in Incremental Facility Letters of Credit, under this Agreement in an amount equal to the amount of their respective Incremental Facility Commitments. The Incremental Facility Loans to be made, and (if applicable) Incremental Facility Letters of Credit to be issued, pursuant to any Incremental Facility Agreement in response to any such request by the Borrowers shall be deemed to be a separate “Series” of Incremental Facility Loans, or (if applicable) Incremental Facility Letters of Credit, for all purposes of this Agreement. Anything herein to the contrary notwithstanding, the following additional provisions shall be applicable to Incremental Facility Commitments and Incremental Facility Loans:Borrower.

Incremental Facility Loans. In addition to borrowings of Term Loans and Revolving Credit Loans provided above, the Borrowers may at any time and from time to time request that the Lenders (or additional financial institutions that will become Lenders hereunder) enter into commitments to make Incremental Facility Revolving Credit Loans (and participate in Incremental Facility Letters of Credit, under Incremental Facility Revolving Credit Commitments) or Incremental Facility Term Loans of one or more Series hereunderhereunder or, subject to the limitations set forth below, constituting an increase in the amount of any previously established Class of Commitments or Term Loans. In the event that one or more Lenders (which term, as used in this paragraph (df) shall include such additional financial institutions) offer, in their sole discretion, to enter into such commitments, and such Lenders, the Borrowers and the Administrative Agent (and, if applicable, the Issuing Lenders) agree pursuant to an instrument in writing (the form and substance of which shall be satisfactory, and a copy of which shall be delivered, to the Administrative Agent and the Lenders making such Loans and, if applicable, the Issuing Lenders; any such instrument for any Series of Incremental Facility Loans being herein called an “Incremental Facility Agreement” for such Series) as to the amount of such commitments that shall be allocated to the respective Lenders making such offers, the fees (if any) to be payable by the Borrowers in connection therewith and the amortization and interest rate to be applicable thereto, such Lenders shall become obligated to make Incremental Facility Loans, and (if applicable) to participate in Incremental Facility Letters of Credit, under this Agreement in an amount equal to the amount of their respective Incremental Facility Commitments. The Unless specified to be an increase in any existing Class of Commitments or Term Loans, the Incremental Facility Loans to be made, and (if applicable) Incremental Facility Letters of Credit to be issued, pursuant to any Incremental Facility Agreement in response to any such request by the Borrowers shall be deemed to be a separate “Series” of Incremental Facility Loans, or (if applicable) Incremental Facility Letters of Credit, for all purposes of this Agreement. Anything herein to the contrary notwithstanding, the following additional provisions shall be applicable to Incremental Facility Commitments and Incremental Facility Loans:

Incremental Facility Loans. In addition to borrowings of Term Loans and Revolving Credit Loans provided above, the Borrowers may at any time and from time to time request that the Lenders (or additional financial institutions that will become Lenders hereunder) enter into commitments to make Incremental Facility Revolving Credit Loans (and participate in Incremental Facility Letters of Credit, under Incremental Facility Revolving Credit Commitments) or Incremental Facility Term Loans of one or more Series hereunderhereunder or constituting an increase in the amount of any previously established Class of Commitments or Term Loans. In the event that one or more Lenders (which term, as used in this paragraph (de) shall include such additional financial institutions) offer, in their sole discretion, to enter into such commitments, and such Lenders, the Borrowers and the Administrative Agent (and, if applicable, the Issuing Lenders) agree pursuant to an instrument in writing (the form and substance of which shall be satisfactory, and a copy of which shall be delivered, to the Administrative Agent and the Lenders making such Loans and, if applicable, the Issuing Lenders; any such instrument for any Series of Incremental Loans being herein called an “Incremental Facility Agreement” for such Series) as to the amount of such commitments that shall be allocated to the respective Lenders making such offers, the fees (if any) to be payable by the Borrowers in connection therewith and the amortization and interest rate to be applicable thereto, such Lenders shall become obligated to make Incremental Facility Loans, and (if applicable) to participate in Incremental Facility Letters of Credit, under this Agreement in an amount equal to the amount of their respective Incremental Facility Commitments. The Unless specified to be an increase in any existing Class of Commitments or Term Loans, the Incremental Facility Loans to be made, and (if applicable) Incremental Facility Letters of Credit to be issued, pursuant to any Incremental Facility Agreement in response to any such request by the Borrowers shall be deemed to be a separate “Series” of Incremental Facility Loans, or (if applicable) Incremental Facility Letters of Credit, for all purposes of this Agreement. Anything herein to the contrary notwithstanding, the following additional provisions shall be applicable to Incremental Facility Commitments and Incremental Facility Loans:

Incremental Facility Loans. In addition to borrowings of Term -------------------------- Loans and Revolving Credit Loans provided above, at any time during the Incremental Facility Availability Credit Agreement ---------------- Period the Borrowers may at any time and from time to time request that the Lenders (or additional financial institutions that will become Lenders hereunder) offer to enter into commitments to make Incremental Facility Revolving Credit Loans (additional term loans to the Borrowers hereunder, which commitment of any Lender shall not be less than $10,000,000 and participate in Incremental Facility Letters of Credit, under Incremental Facility Revolving Credit Commitments) or Incremental Facility Term Loans of one or more Series hereundernot greater than $100,000,000. In the event that one or more of the Lenders (which term, as used in this paragraph (d) shall include such additional financial institutions) offer, in their sole discretion, to enter into such commitments, and such Lenders, Lenders and the Borrowers and the Administrative Agent (and, if applicable, the Issuing Lenders) agree pursuant to an instrument in writing (the form and substance of which shall be satisfactory, and a copy of which shall be delivered, to the Administrative Agent and the Lenders making such Loans and, if applicable, the Issuing Lenders; any such instrument for any Series of Incremental Loans being herein called an “Incremental Facility Agreement” for such SeriesLoans) as to the amount of such commitments that shall be allocated to the respective Lenders making such offers, the fees (if any) to be payable by the Borrowers in connection therewith and the amortization and interest rate to be applicable thereto, such Lenders shall become obligated to make Incremental Facility Loans, and (if applicable) to participate in Incremental Facility Letters of Credit, Loans under this Agreement in an amount equal to the amount of their respective Incremental Facility Commitments. The Incremental Facility Loans to be made, and (if applicable) Incremental Facility Letters of Credit to be issued, made pursuant to any Incremental Facility Agreement such agreement between the Borrowers and one or more Lenders in response to any such request by the Borrowers shall be deemed to be a separate “"Series” " of ------ Incremental Facility Loans, or (if applicable) Incremental Facility Letters of Credit, Loans for all purposes of this Agreement. Anything herein to the contrary notwithstanding, (i) the following additional provisions minimum aggregate principal amount of Incremental Facility Commitments entered into pursuant to any such request (and, accordingly, the minimum aggregate principal amount of any Series of Incremental Facility Loans) shall be applicable to $25,000,000, (ii) the aggregate principal amount of all unused Incremental Facility Commitments and Incremental Facility Loans shall not exceed (x) $200,000,000 prior to the Iowa Acquisition Consummation Date and (y) $500,000,000 thereafter, (iii) in no event shall the final maturity date for the Incremental Facility Loans of any Series be earlier than the final Principal Payment Date for the Term Loans:, nor shall the amortization for any Incremental Facility Loans of any Series be at a rate faster (i.e. earlier) than the rate of amortization of the Term Loans (the determination of whether or not such amortization is faster to be made by the Administrative Agent) and (iv) except for the amortization and interest rate to be applicable thereto, and any fees to be paid in connection therewith, the Incremental Facility Loans of any Series shall have the same terms as the Tranche B Term Loans. Proceeds of Incremental Facility Loans hereunder shall be available for any use permitted under the last sentence of Section 8.17(b) hereof.