Common use of Incremental Facility Amendment Clause in Contracts

Incremental Facility Amendment. Commitments in respect of Incremental Term Loans and Incremental Revolving Commitments shall become Commitments, under this Agreement pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Incremental Lender providing such Commitments and, without delay, the Administrative Agents. The Incremental Facility Amendment may, without the consent of any other Loan Party, Agent or Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agents and the Borrower, to effect the provisions of this Section 2.20 and the Lenders expressly authorize the Administrative Agents to enter into every such Incremental Facility Amendment, including any amendments that are not adverse to the interests of any Lender that are made to effectuate changes necessary to enable any Incremental Loans that are intended to be treated as fungible with any Class of outstanding Term Loans to be treated as fungible with such Term Loans, which shall include without limitation (i) any amendments to Section 2.10 that do not reduce the ratable amortization received by each Lender thereunder and (ii) any amendments which extend or add “call protection” to any existing Class of Loans, including amendments to Section 2.11(a) or Section 2.12(d). No Lender shall be obligated to provide any Incremental Loan, unless it so agrees.

Incremental Facility Amendment. Commitments in respect of Each Incremental Term Loans Facility and any Incremental Revolving Commitments shall become Commitments, under this Agreement pursuant to be evidenced by an amendment (an “Incremental Facility Amendment”) to this Agreement andAgreement, as appropriate, giving effect to the other Loan Documentsmodifications permitted by this Section 2.15 (and subject to the limitations set forth in the immediately preceding paragraph), executed by the Borrower, each Incremental Lender providing such Commitments and, without delayLoan Parties, the Administrative AgentsAgent and each Lender providing a portion of the Incremental Term Facility and/or Incremental Revolving Commitments, as applicable; which such amendment, when so executed, shall amend this Agreement as provided therein. The Each Incremental Facility Amendment may, without the consent of any other Loan Party, Agent or Lender, effect shall also require such amendments to the Loan Documents, and such other new Loan Documents, as the Administrative Agent reasonably deems necessary or appropriate to effect the modifications and credit extensions permitted by this Agreement and Section 2.15. Neither any Incremental Facility Amendment, nor any such amendments to the other Loan Documents or such other new Loan Documents, shall be required to be executed or approved by any Lender, other than the Lenders providing such Incremental Term Loans and/or Incremental Revolving Commitments, as may be necessary or appropriateapplicable, and the Administrative Agent, in order to be effective. The effectiveness of any Incremental Facility Amendment shall be subject to the reasonable opinion satisfaction on the date thereof of each of the Administrative Agents conditions set forth above and the Borrower, to effect the provisions of this Section 2.20 and as such other conditions as requested by the Lenders expressly authorize the Administrative Agents to enter into every under such Incremental Facility Amendment, including any amendments that are not adverse to the interests of any Lender that are made to effectuate changes necessary to enable any Incremental Loans that are intended to be treated as fungible with any Class of outstanding Term Loans to be treated as fungible with such Term Loans, which shall include without limitation (i) any amendments to Section 2.10 that do not reduce the ratable amortization received by each Lender thereunder and (ii) any amendments which extend or add “call protection” to any existing Class of Loans, including amendments to Section 2.11(a) or Section 2.12(d). No Lender shall be obligated to provide any Incremental Loan, unless it so agrees.Loan established in connection therewith

Incremental Facility Amendment. Commitments in respect of Incremental Term Loans and Incremental Revolving Commitments shall become Commitments, under this Agreement pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Incremental Lender providing such Commitments and, without delay, the Administrative AgentsAgent. The Incremental Facility Amendment may, without the consent of any other Loan Party, Agent or Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agents Agent and the Borrower, to effect the provisions of this Section 2.20 (including, without limitation, to modify the terms of this Agreement to appropriately incorporate revolving facility mechanics (including those related to payments, prepayments, purchases of participations and reallocation mechanisms and letter of credit and/or swingline subfacilities) and other provisions and commitment schedules relating to revolving facilities generally) and the Lenders expressly authorize the Administrative Agents Agent to enter into every such Incremental Facility Amendment, including any amendments that are not adverse to the interests of any Lender that are made to effectuate changes necessary to enable any Incremental Loans that are intended to be treated as fungible with any Class of outstanding Term Loans to be treated as fungible with such Term Loans, which shall include without limitation (i) any amendments to Section 2.10 that do not reduce the ratable amortization received by each Lender thereunder and (ii) any amendments which extend or add “call protection” to any existing Class of Loans, including amendments to Section 2.11(a) ). The Incremental Borrower will use the proceeds of the Incremental Loans for working capital purposes or Section 2.12(d)general corporate purposes, including without limitation, any acquisition, any Investment and any Restricted Payment to the extent not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental LoanLoans, unless it so agrees.

Incremental Facility Amendment. Commitments in respect of Incremental Term Loans and Incremental Revolving Commitments shall become Commitments, under this Agreement pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Incremental Lender providing such Commitments and, without delay, the Administrative Agents. The Incremental Facility Amendment may, without the consent of any other Loan Party, Agent or Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agents and the Borrower, to effect the provisions of this Section 2.20 and the Lenders expressly authorize the Administrative Agents to enter into every such Incremental Facility Amendment, including any amendments that are not adverse to the interests of any Lender that are made to effectuate changes necessary to enable any Incremental Loans that are intended to be treated as fungible with any Class of outstanding Term Loans to be treated as fungible with such Term Loans, which shall include without limitation (i) any amendments to Section 2.10 that do not reduce the ratable amortization received by each Lender thereunder and (ii) any amendments which extend or add “call protection” to any existing Class of Loans, including amendments to Section 2.11(a) or Section 2.12(d). No Lender shall be obligated to provide any Incremental Loan, unless it so agrees.

Incremental Facility Amendment. Commitments in respect of Each Incremental Term Loans and Incremental Revolving Commitments Facility shall become Commitments, under this Agreement pursuant to be evidenced by an amendment (an “"Incremental Facility Amendment”") to this Agreement, giving effect to the modifications permitted by this Article III, executed by the Borrowers, the Guarantors, the Agents and each Lender (including any new Lender, if any) providing a portion of such Incremental Term Facility, which such amendment, when so executed, shall amend this Agreement and, as appropriate, provided therein. Each Incremental Term Facility shall also require such amendments to the other Loan Documents, executed and such other new Loan Documents, as the Agents deem necessary or appropriate to effect the modifications permitted by the Borrower, each Incremental Lender providing such Commitments and, without delay, the Administrative Agentsthis Article III. The Borrowers agree to pay the reasonable fees, costs and expenses of the Agents relating to any Incremental Facility Amendment mayand the transactions contemplated thereby. Notwithstanding anything to the contrary in Section 12.02, without neither the consent of Incremental Facility Amendment, nor any other Loan Party, Agent or Lender, effect such amendments to this Agreement and the other Loan Documents as may or such other new Loan Documents, shall be necessary required to be executed or appropriateapproved by any Person, other than the Loan Parties, the Required Lenders, the Lenders providing a portion of the Incremental Term Facility, the Administrative Agent and the Origination Agent, in order to be effective; provided that the reasonable opinion execution and approval of the Administrative Agents and the Borrower, to effect the provisions Agent in respect of this Section 2.20 and the Lenders expressly authorize the Administrative Agents to enter into every any such Incremental Facility Amendment, including any amendments that are not adverse such amendment to the interests other Loan Documents or any such other new Loan Document shall not be unreasonably withheld or delayed. The effectiveness of any Lender that are made to effectuate changes necessary to enable any Incremental Loans that are intended to be treated as fungible with any Class of outstanding Term Loans to be treated as fungible with such Term Loans, which shall include without limitation (i) any amendments to Section 2.10 that do not reduce the ratable amortization received by each Lender thereunder and (ii) any amendments which extend or add “call protection” to any existing Class of Loans, including amendments to Section 2.11(a) or Section 2.12(d). No Lender Facility Amendment shall be obligated to provide any subject to, among other things, the satisfaction on the date thereof of each of the conditions set forth in Section 5.02, and, except as otherwise specified in the applicable Incremental LoanFacility Amendment, unless it so agreesthe Origination Agent shall have received customary legal opinions, resolutions and other customary closing documents and certificates reasonably requested by the Agents in connection therewith.