Common use of Incremental Loan Facility Clause in Contracts

Incremental Loan Facility. (a) The Borrowers, and all or certain of the Lenders who agree in writing to participate in such facility and who are selected by the Borrowers may, with the consent of the Agent, such consent not to be unreasonably withheld, at any one time during the period from and including the Closing Date to but excluding September 30, 2000, agree that such Lenders shall become Incremental Loan Lenders by executing and delivering to the Agent an Activation Notice specifying the respective Incremental Loan Commitments of the Incremental Loan Lenders and the Activation Date, and otherwise duly completed. Each Incremental Loan Lender severally agrees, on the terms and conditions of this Agreement, to make loans on a revolving credit basis through its Applicable Lending Office to the Borrowers from time to time from and including the Activation Date to but excluding the Incremental Loan Commitment Expiration Date (each an "Incremental Loan" and, collectively, the "Incremental Loans") in an aggregate principal amount up to but not exceeding its Incremental Loan Commitment. Within the limits of each Incremental Loan Lender's Incremental Loan Commitment, the Borrowers may borrow and prepay Incremental Loans and reborrow Incremental Loans hereunder. Only one Activation Notice may be given under this Agreement. Nothing in this Section 2.2(a) shall be construed to obligate any Lender to execute an Activation Notice. The principal amount of each Incremental Loan Lender's Incremental Loan shall be in an amount equal to the product of (i) such Incremental Loan Lender's Incremental Loan Commitment Percentage (expressed as a fraction) and (ii) the total amount of the Incremental Loan or Incremental Loans requested; provided that in no event shall any Incremental Loan Lender be obligated to make an Incremental Loan if after giving effect to such Incremental Loan such Incremental Loan Lender's Incremental Loans outstanding would exceed its Incremental Loan Commitment or if the amount of such requested Incremental Loan is in excess of such Incremental Loan Lender's Available Incremental Loan Commitment. (b) Subject to Sections 2.10 and 2.12, the Incremental Loans may from time to time be (i) LIBOR Loans, (ii) Base Rate Loans or (iii) a combination thereof, as determined by the Borrowers and notified to the Agent in accordance with either Section 2.2(e) or 2.

Incremental Loan Facility. (a) The Borrowers, Borrower and all or certain of the Lenders who agree in writing to participate in such facility and who are selected by the Borrowers Borrower may, with the consent of the AgentAdministrative Agent and the Managing Agents, such consent not to be unreasonably withheld, at any one time during the period from and including the Second Closing Date to but excluding September 30, 2000the Incremental Loan Commitment Termination Date, agree that such Lenders shall become Incremental Loan Lenders by executing and delivering to the Administrative Agent an Activation Notice specifying the respective Incremental Loan Commitments of the Incremental Loan Lenders and the Activation Date, and otherwise duly completed. Each Incremental Loan Lender severally agrees, on the terms and conditions of this Agreement, to make one or more term loans on a revolving credit basis through its Applicable Lending Office (each an "INCREMENTAL LOAN" and, collectively, the "INCREMENTAL LOANS") to the Borrowers from time to time Borrower (as requested by the Borrower) under Section 2.3(e) during the period from and including the Activation Date to but excluding the Incremental Loan Commitment Expiration Termination Date (each an "Incremental Loan" and, collectively, the "Incremental Loans") in an aggregate principal amount up to but not exceeding its Incremental Loan Commitment. Within the limits of each Incremental Loan Lender's Incremental Loan Commitment, the Borrowers may borrow and prepay Incremental Loans and reborrow Incremental Loans hereunder. Only one Activation Notice that are prepaid may not be given under this Agreementreborrowed. Nothing in this Section 2.2(a2.3(a) shall be construed to obligate any Lender to execute an Activation Notice. The principal amount of each Incremental Loan Lender's Incremental Loan shall be in an amount equal to the product of (i) such Incremental Loan Lender's Incremental Loan Commitment Percentage (expressed as a fraction) and (ii) the total amount of the Incremental Loan or Incremental Loans requested; provided that in no event shall any Incremental Loan Lender be obligated to make an Incremental Loan if after giving effect to such Incremental Loan such Incremental Loan Lender's Incremental Loans outstanding would exceed its Incremental Loan Commitment or if the amount of such requested Incremental Loan is in excess of such Incremental Loan Lender's Available Incremental Loan Commitment. (b) Subject to Sections 2.10 2.11 and 2.122.13, the any Incremental Loans made hereunder may from time to time be (i) LIBOR Loans, (ii) Alternate Base Rate Loans or (iii) a combination thereof, as determined by the Borrowers Borrower and notified to the Administrative Agent in accordance with either Section 2.2(e2.3(e) or 22.7. Notwithstanding the foregoing, any Incremental Loans made hereunder (other than those made pursuant to Section 2.7) shall be made as Alternate Base Rate Loans and shall be subject to conversion to LIBOR Loans pursuant to Section 2.7. Each Incremental Loan Lender may make or maintain its Incremental Loans to the Borrower by or through any Applicable Lending Office.

Incremental Loan Facility. (a) The BorrowersFrom time to time, the Borrower, and all or certain of the Lenders or other Persons who agree in writing to participate in such facility and who are selected by the Borrowers may, Borrower with the consent of the Agent, such consent not to be unreasonably withheldwithheld (such Lenders and other Persons, at any one time the “Incremental Loan Lenders”) may, during the period from and including the Closing Date to but excluding September 30August 24, 20002006, agree that such Lenders shall become activate all or a portion of the Aggregate Incremental Loan Lenders Commitment by executing and delivering to the Agent an Activation Notice specifying the respective Incremental Loan Commitments (or additional Incremental Loan Commitments, as applicable) of the Incremental Loan Lenders and the Activation Date, and otherwise duly completed. Notwithstanding any provision in this Agreement to the contrary, the Aggregate Incremental Loan Commitment shall not exceed the Maximum Incremental Loan Facility. Each activation of all or a portion of the Aggregate Incremental Loan Commitment shall be subject to the prior satisfaction of the conditions precedent set forth in Section 4.2. The Incremental Loan facility may be a term loan facility or a revolving loan facility, as selected by the Borrower and agreed to by the Incremental Loan Lenders. Each Incremental Loan Lender severally agrees, on the terms and conditions of this Agreement, to make loans on a revolving credit basis the Incremental Loans through its Applicable Lending Office to the Borrowers Borrower either (i) on the Activation Date (if such facility is a term loan facility ) or (ii) from time to time from and including the Activation Date to but excluding the Incremental Loan Commitment Expiration Date (if such facility is a revolving loan facility) (each an "“Incremental Loan" ” and, collectively, the "“Incremental Loans"”) in an aggregate principal amount up to but not exceeding its Incremental Loan Commitment. Within the limits of each Incremental Loan Lender's Incremental Loan Commitment, the Borrowers may borrow and prepay Incremental Loans and reborrow Incremental Loans hereunder. Only one Activation Notice may be given under this Agreement. Nothing in this Section 2.2(a2.4(a) shall be construed to obligate any Lender to execute an Activation Notice. The principal amount of each Incremental Loan Lender's ’s Incremental Loan shall be in an amount equal to the product of (i) such Incremental Loan Lender's ’s Incremental Loan Commitment Percentage (expressed as a fraction) and (ii) the total amount of the Incremental Loan or Incremental Loans requested; provided that in no event shall any Incremental Loan Lender be obligated to make an Incremental Loan if after giving effect to such Incremental Loan such Incremental Loan Lender's ’s Incremental Loans outstanding would exceed its Incremental Loan Commitment or if the amount of such requested Incremental Loan is in excess of such Incremental Loan Lender's ’s Available Incremental Loan Commitment. (b) Subject The interest rate, fees and other terms to Sections 2.10 be applicable to the Incremental Loans, including scheduled reductions of the Aggregate Incremental Loan Commitment, if any, shall be determined by the Incremental Loan Lenders at the time of execution of the relevant Activation Notice and 2.12set forth therein; provided that, in no event shall the interest rate applicable to the Incremental Loans be greater than the highest interest rate applicable to the Loans (including the Applicable Margin thereon) on the Activation Date. Notwithstanding the foregoing, in no event shall the Incremental Loans amortize at a rate faster than the Term Loans. Each Incremental Loan Lender may from time make or maintain its Incremental Loans to time the Borrower by or through any Applicable Lending Office. (c) The Incremental Loans made by each Incremental Loan Lender to the Borrower shall be evidenced by the books and records of such Incremental Loan Lender maintained by such Lender in the ordinary course of business. Upon the request of any Incremental Loan Lender made through the Agent, such Incremental Loan Lender’s Incremental Loans may be evidenced by a promissory note of the Borrower, substantially in the form of Exhibit A-4 (an “Incremental Note”), instead of or in addition to such Lender’s books and records, with appropriate insertions therein as to payee, date and principal amount, payable to the order of such Incremental Loan Lender. Each Incremental Loan Lender is hereby authorized (but not required) to record the date and amount of each payment or prepayment of principal of its Incremental Loans made to the Borrower, each continuation thereof, each conversion of all or a portion thereof to another Type and, in the case of LIBOR Loans, the length of each Interest Period with respect thereto, in the books and records of such Incremental Loan Lender, and any such recordation shall constitute prima facie evidence of the accuracy of the information so recorded. The failure of any Incremental Loan Lender to make any such recordation or notation in the books and records of the Incremental Loan Lender (or any error in such recordation or notation) shall not affect the obligations of the Borrower hereunder or under the Incremental Notes. Any Incremental Note shall (i) LIBOR Loansbe dated the date of issuance thereof, (ii) provide for the payment of interest as determined pursuant to Section 2.4(b) and (iii) be stated to be payable on the Incremental Loan Commitment Expiration Date. (d) The Borrower shall give the Agent irrevocable written notice (which notice must be received by the Agent prior to 10:00 A.M., Los Angeles time, one Business Day prior to each proposed borrowing date or, if all or any part of the Incremental Loans are requested to be made as LIBOR Loans, three Eurodollar Business Days prior to each proposed borrowing date), on or after any Activation Date, requesting that the Incremental Loan Lenders make the Incremental Loans on the proposed borrowing date and specifying (i) the aggregate amount of Incremental Loans requested to be made, (ii) subject to Section 2.4(b), whether the Incremental Loans are to be LIBOR Loans, Base Rate Loans or (iii) a combination thereof, as determined (iii) if the Incremental Loans are to be entirely or partly LIBOR Loans, the respective amounts of each such Type of Incremental Loan and the respective lengths of the initial Interest Periods therefor and (iv) the certificate regarding compliance with the Senior Subordinated Notes Indenture required by Section 4.3(d). Upon receipt of such notice the Borrowers and notified Agent shall promptly notify each Incremental Loan Lender thereof not later than 11:00 A.M., Los Angeles time, on the date of receipt of such notice. On the proposed borrowing date, not later than 12:00 noon, Los Angeles time, each Incremental Loan Lender shall make available to the Agent at its office specified in Section 9.2 the amount of such Incremental Loan Lender’s pro rata share of the aggregate borrowing amount (as determined in accordance with the second paragraph of Section 2.4(a)) in immediately available funds. The Agent may, in the absence of notification from any Incremental Loan Lender that such Incremental Loan Lender has not made its pro rata share available to the Agent, on such date, credit the account of the Borrower on the books of such office of the Agent with the aggregate Incremental Loans. (e) Neither the Agent nor any Incremental Loan Lender shall be responsible for the obligations or Available Incremental Loan Commitment of any other Incremental Loan Lender hereunder, nor will the failure of any Incremental Loan Lender to comply with the terms of this Agreement relieve any other Incremental Loan Lender or the Borrower of their obligations under this Agreement and the Incremental Notes. Nothing herein shall be deemed to relieve any Incremental Loan Lender from its obligation to fulfill its Commitment hereunder or to prejudice any rights which the Borrower may have against any Incremental Loan Lender as a result of any default by such Incremental Loan Lender hereunder. (f) Reductions of the Aggregate Incremental Loan Commitment pursuant to Section 2.7 or as contemplated by the Activation Notice shall automatically effect a reduction of the Incremental Loan Commitment of each Incremental Loan Lender to an amount equal to the product of (i) the Aggregate Incremental Loan Commitment of all Incremental Loan Lenders, as reduced pursuant to Section 2.7 or such Activation Notice and (ii) the Incremental Loan Commitment Percentage of such Incremental Loan Lender, in each case determined immediately prior to such reduction of the Aggregate Incremental Loan Commitment on such date. (g) Upon each reduction of the Aggregate Incremental Loan Commitment, the Borrower shall (i) pay the unused commitment fee (if any shall be contemplated by the Activation Notice) accrued on the amount of the Aggregate Incremental Loan Commitment so reduced through the date of such reduction, (ii) prepay the amount, if any, by which the aggregate unpaid principal amount of the Incremental Loans exceeds the amount of the Aggregate Incremental Loan Commitment as so reduced, together with accrued interest on the amount being prepaid to the date of such prepayment and (iii) compensate the Incremental Loan Lenders for their funding costs, if any, in accordance with Section 2.17. (h) The Incremental Loan Commitment of each Lender and the Aggregate Incremental Loan Commitment shall terminate on the Incremental Loan Commitment Expiration Date. (i) Upon the effectiveness of each portion of the Aggregate Incremental Loan Commitment activated hereunder, each Incremental Loan Lender shall permit an adjustment (either Section 2.2(ethrough prepayment of a portion of its outstanding Incremental Loans or by allocation of borrowings of new Incremental Loans) or 2by the Agent of its outstanding Incremental Loans such that upon such effectiveness, its Incremental Loans outstanding shall equal its Incremental Loan Commitment Percentage (as adjusted to reflect the new Aggregate Incremental Loan Commitment) multiplied by the Aggregate Incremental Loan Commitment.