Common use of Incremental Facility Amendment Clause in Contracts

Incremental Facility Amendment. In connection with the establishment of any Incremental Term Commitment and/or any Incremental Revolving Credit Commitment, and notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document, this Agreement and the other Loan Documents shall be amended (and the parties hereto hereby authorize the Agent to enter into any such documentation) to give effect to such Incremental Term Commitment and/or Incremental Revolving Credit Commitment pursuant to documentation (any such documentation, an “Incremental Facility Amendment”) executed by the applicable Incremental Lenders providing such Incremental Term Commitment and/or Incremental Revolving Credit Commitment, the Loan Parties and the Agent, without the consent of any other Person (including any existing Lender), including amendments: (i) to reflect the existence and terms of such Incremental Term Commitment or Incremental Revolving Credit Commitment (including, for the avoidance of doubt, but subject to the limitations set forth herein, the structure of any Incremental Term Advance as a “delayed draw” term loan, customary call protection, customary “most favored nation” pricing protection, customary amend-and-extend provisions, customary buyback provisions, customary repricing amendment provisions, customary refinancing facility provisions, customary mandatory prepayments, and any such other terms or conditions applicable to such Incremental Term Commitment and/or Incremental Revolving Credit Commitment and required by the Lenders of such Incremental Term Commitment and/or Incremental Revolving Credit Commitment), (ii) to make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of such Incremental Term Commitment and/or Incremental Revolving Credit Commitment, including adding provisions to permit such Incremental Term Commitment or Incremental Revolving Credit Commitment, as the case may be, to share in the benefits of this Agreement and the other Loan Documents (including to permit such Incremental Term Facility that is secured on a parity basis with the Facilities to share in any mandatory prepayment provided herein if and to the extent required pursuant to the Incremental Facility Amendment executed and delivered in connection therewith) and to include the Lenders for such Incremental Term Commitment or Incremental Revolving Credit Commitment, as the case may be, in the definition of “Required Lenders” or any other similar voting provisions, as applicable, (iii) notwithstanding any other provisions of this Agreement or any other Loan Documents to the contrary, if applicable, to permit the loans under such Incremental Term Commitment or Incremental Revolving Credit Commitment, as the case may be, to be “fungible” (including for purposes of the Internal Revenue Code) with any other then-existing Loans under this Agreement, and (iv) to effect such other amendments to the this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Agent, to effect the provisions of any such Incremental Term Commitment or Incremental Revolving Credit Commitment.

Incremental Facility Amendment. In connection with the establishment Each tranche of any Incremental Term Loans and Limited Condition Transaction Revolving Commitments and each Revolving Commitment and/or any Increase shall be in an integral multiple of $5,000,000 and be in an aggregate principal amount that is not less than $5,000,000; provided that such amount may be less than $5,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Revolving Extensions of Credit Commitmentset forth above. Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Extension of Credit. Any additional bank, and notwithstanding anything financial institution, existing Lender or other Person that elects to extend Incremental Extensions of Credit shall be reasonably satisfactory to the contrary set forth Borrower (and, solely to the extent the approval of the Administrative Agent would otherwise be required for an assignment of the applicable Loans in this Agreement or any other Loan Document, this Agreement and the other Loan Documents shall be amended (and the parties hereto hereby authorize the Agent to enter into any respect of such documentation) to give effect Incremental Extension of Credit to such Incremental Term Commitment and/or Incremental Revolving Credit Commitment pursuant to documentation Person, the Administrative Agent) (any such documentationbank, financial institution, existing Lender or other Person being called an “Additional Lender”) and, if not already a Lender, shall become a Lender 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, such Additional Lender and the Administrative Agent. No Lender shall be obligated to provide any Incremental Extension of Credit, unless it so agrees. Commitments in respect of any Incremental Extensions of Credit shall become Commitments (or in the case of any Revolving Commitment Increase to be provided by an existing Revolving Lender, an increase in such Revolving Lender’s Revolving Commitment) under this Agreement upon the effectiveness of the applicable Incremental Lenders providing such Facility Amendment. An Incremental Term Commitment and/or Incremental Revolving Credit Commitment, the Loan Parties and the AgentFacility Amendment may, without the consent of any other Person (including any existing Lender)Lenders, including amendments: (i) effect such amendments to reflect the existence and terms of such Incremental Term Commitment or Incremental Revolving Credit Commitment (including, for the avoidance of doubt, but subject to the limitations set forth herein, the structure of any Incremental Term Advance as a “delayed draw” term loan, customary call protection, customary “most favored nation” pricing protection, customary amend-and-extend provisions, customary buyback provisions, customary repricing amendment provisions, customary refinancing facility provisions, customary mandatory prepayments, and any such other terms or conditions applicable to such Incremental Term Commitment and/or Incremental Revolving Credit Commitment and required by the Lenders of such Incremental Term Commitment and/or Incremental Revolving Credit Commitment), (ii) to make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of such Incremental Term Commitment and/or Incremental Revolving Credit Commitment, including adding provisions to permit such Incremental Term Commitment or Incremental Revolving Credit Commitment, as the case may be, to share in the benefits of this Agreement and the other Loan Documents (including to permit such Incremental Term Facility that is secured on a parity basis with the Facilities to share in any mandatory prepayment provided herein if and to the extent required pursuant to the Incremental Facility Amendment executed and delivered in connection therewith) and to include the Lenders for such Incremental Term Commitment or Incremental Revolving Credit Commitment, as the case may be, in the definition of “Required Lenders” or any other similar voting provisions, as applicable, (iii) notwithstanding any other provisions of this Agreement or any other Loan Documents to the contrary, if applicable, to permit the loans under such Incremental Term Commitment or Incremental Revolving Credit Commitment, as the case may be, to be “fungible” (including for purposes of the Internal Revenue Code) with any other then-existing Loans under this Agreement, and (iv) to effect such other amendments to the this Agreement and the other Loan Documents Document as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section (including to provide for voting provisions applicable to the Additional Lenders comparable to the provisions of clause (B) of the second proviso of Section 8.02(b)). The effectiveness of any such Incremental Term Commitment or Facility Amendment shall, unless otherwise agreed to by the Administrative Agent and the Additional Lenders, be subject to the satisfaction on the effective date thereof of each of the conditions set forth in Section 4.02 (it being understood and agreed that all references to a Borrowing in Section 4.02 shall be deemed to refer to the applicable Incremental Revolving Credit CommitmentFacility Amendment).

Incremental Facility Amendment. In connection with the establishment of any Incremental Term Commitment and/or any Incremental Revolving Credit Commitment, The parties hereto agree and notwithstanding anything to the contrary set forth in acknowledge that for all purposes this Agreement or any other Loan Document, this Agreement and the other Loan Documents Amendment shall be amended (and the parties hereto hereby authorize the Agent to enter into any such documentation) to give effect to such Incremental Term Commitment and/or Incremental Revolving Credit Commitment pursuant to documentation (any such documentation, considered an “Incremental Facility Amendment”) executed by ,” as such term is defined in and used in the applicable Incremental Lenders providing such Incremental Term Commitment and/or Credit Agreement, each Incremental Revolving Tranche Credit Commitment, Facility shall constitute an “Incremental Revolving Tranche Facility,” as such term is defined in and used in the Loan Parties Credit Agreement and each Incremental Revolving Tranche Facility shall constitute a Facility separate from the Agent, without other Incremental Revolving Tranche Facility for all purposes of the consent of any other Person (including any existing Lender)Credit Agreement, including amendments: for determining (i) to reflect the existence and terms Applicable Percentages of such Incremental Term Commitment or each Incremental Revolving Credit Commitment (including, for the avoidance of doubt, but subject Tranche Lender with respect to the limitations set forth herein, the structure of any Incremental Term Advance as a “delayed draw” term loan, customary call protection, customary “most favored nation” pricing protection, customary amend-and-extend provisions, customary buyback provisions, customary repricing amendment provisions, customary refinancing facility provisions, customary mandatory prepayments, and any such other terms or conditions applicable to such Incremental Term Commitment and/or each Incremental Revolving Credit Commitment and required by the Lenders of such Incremental Term Commitment and/or Incremental Revolving Credit Commitment)Tranche Facility, (ii) whether, as to make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of such Incremental Term Commitment and/or an Incremental Revolving Credit CommitmentTranche Facility, including adding provisions to permit such Incremental Term Commitment or an Incremental Revolving Credit Commitment, as the case may be, to share in the benefits of this Agreement and the other Loan Documents (including to permit such Incremental Term Facility that Tranche Lender is secured on a parity basis with the Facilities to share in any mandatory prepayment provided herein if and to the extent required pursuant to the Incremental Facility Amendment executed and delivered in connection therewith) and to include the Lenders for such Incremental Term Commitment or Incremental Revolving Credit Commitment, as the case may be, in the definition of “Required Lenders” or any other similar voting provisions, as applicablean Appropriate Lender, (iii) notwithstanding any other provisions of this Agreement or any other Loan Documents which Lenders constitute Required Incremental Revolving Tranche Lenders as to the contrary, if applicable, to permit the loans under such Incremental Term Commitment or Incremental Revolving Credit Commitment, as the case may be, to be “fungible” (including for purposes of the Internal Revenue Code) with any other then-existing Loans under this AgreementTranche Facility, and (iv) the Incremental Revolving Tranche Exposure with respect to effect each Incremental Revolving Tranche Facility; provided that for the purpose of computing the usage of the basket in clause (a) of the first sentence of subsection 2.6 of the Credit Agreement, the aggregate amount of outstanding Incremental Revolving Tranche Commitments (as defined below) and Incremental Revolving Tranche Loans (as defined below) provided pursuant to this Amendment shall be disregarded. In furtherance of the foregoing, in all instances in the Credit Agreement where references appear to “the Incremental Revolving Tranche Facility”, “the Incremental Revolving Tranche Commitments” or “the Incremental Revolving Tranche Loans”, such other amendments references shall be deemed to refer to “each applicable Incremental Revolving Tranche Facility”, “the this Agreement applicable Incremental Revolving Tranche Commitments” and “the applicable Incremental Revolving Tranche Loans,” as appropriate, mutatis mutandis. The Incremental Revolving Tranche Facilities shall rank pari passu in right of payment and of security with the other Loan Documents Facilities existing under the Credit Agreement on the Amendment Effective Date (as may be necessary or appropriate, in the reasonable opinion of the Agent, to effect the provisions of any such Incremental Term Commitment or Incremental Revolving Credit Commitmentdefined below).