Conditions to Effectiveness of an Incremental Term Facility. As a condition precedent to the establishment of any Incremental Term Facility, the Company, the Administrative Agent and the Incremental Term Lenders thereunder shall enter into a supplement to this Credit Agreement in substantially the form of either Exhibit H-2 or Exhibit H-3 (an “Incremental Term Supplement”), duly completed, and with such provisions (including changes to the provisions set forth therein) as may be agreed to by the Company and the Incremental Term Lenders (provided, that notwithstanding anything to the contrary set forth in this sentence, (A) the prior written consent of the Administrative Agent shall be required for any changes to Section 12 (Conditions Precedent) of any form of Incremental Term Supplement, other than completing the required information in clause (e) (Opinions of Counsel to the Company) thereof, (B) in no event shall any form of Incremental Term Supplement be changed to provide any additional, preferential or non-pro rata repayment or prepayment rights to any of Incremental Term Lenders thereunder (unless such Incremental Facility is to receive less than its ratable share of any repayment or prepayment) and (C) if the Administrative Agent reasonably determines that any proposed change to any form of Incremental Term Supplement would be contrary to, or conflict with, the provisions of this Credit Agreement or any other Loan Document, and the Administrative Agent provides written notice of such determination to the Company, then such proposed change shall be revised or removed in a manner reasonably satisfactory to the Administrative Agent), such that such Incremental Term Supplement shall set forth the terms and conditions relating to the Incremental Term Facility, which shall be reasonably acceptable to the Administrative Agent (except to the extent that they are consistent with the following provisos to this clause (b)); provided that, in any event, each Incremental Term Facility shall (i) not have (A) a final maturity date earlier than the later of (x) the “Maturity Date” then applicable to the Initial Facilities and (y) the latest “Maturity Date” then applicable to any then-outstanding Incremental Term Facility, or (B) a weighted average life to maturity shorter than the “Maturity Date” then applicable to the Initial Facilities; (ii) be Guaranteed only by the Guarantors under this Credit Agreement; (iii) rank pari passu in right of both payment and of security with the Initial Facilities and each other Incremental ...
