Common use of Incremental Facility Commitments Clause in Contracts

Incremental Facility Commitments. (a) From time to time, following the Effective Date and prior to the Applicable Maturity Date, the Borrowers may by written notice to the Applicable Administrative Agent request (i) one or more increases to the existing Revolving Commitments (any such increase, an “Incremental Revolving Facility” and, any additional Revolving Commitments provided pursuant to any Incremental Revolving Facility, a “New Revolving Commitment”) and (ii) to incur incremental commitments consisting of one or more increases to the Term Facility (an “Incremental Term Facility” and, any additional Term Commitment provided pursuant to any Incremental Term Facility, a “New Term Commitment”) and/or incremental term loan facilities under the Loan Documents (each such incurrence, together with each Incremental Term Facility, an “Incremental Term Loan Facility”) in an aggregate amount since the Effective Date not to exceed the Available Incremental Amount. (b) From time to time, following the Effective Date and prior to the LC Facility Termination Date, the Borrowers may by written notice to the Revolving and LC Administrative Agent request to incur incremental commitments consisting of one or more increases to the LC Facility (each, an “Incremental LC Facility”, and any additional LC Facility Commitment provided pursuant to any Incremental LC Facility, a “New LC Facility Commitment”) in an aggregate amount since the Effective Date not to exceed the Available Floating LC Amount. (c) Each notice described in Section 2.24(a) or (b) shall specify (i) the date (each, an “Increased Amount Date”) on which the Borrowers propose that the applicable Incremental Facility shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Applicable Administrative Agent and (ii) the identity of each Lender or other Person that is an Eligible Assignee (each such other Person, a “New Lender”) to whom the Borrowers propose any portion of such Incremental Facility be allocated and the amounts of such allocations; provided that such Administrative Agent may elect or decline to arrange such Incremental Facility in its sole discretion and any Lender approached to provide all or a portion of the Incremental Facility may elect or decline, in its sole discretion, to provide an additional Term Commitment or increase its existing Revolving Commitment, or LC Facility Commitment, as applicable, by providing a New Incremental Commitment. (d) Such New Incremental Commitments shall become effective, as of such Increased Amount Date; provided that: (i) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Incremental Facility; (ii) the representations and warranties set forth in Article IV and in the other Loan Documents that have no materiality or Material Adverse Effect qualification shall be true and correct in all material respects and the representations and warranties set forth in Article IV and in the other Loan Documents that have a materiality or Material Adverse Effect qualification shall be true and correct in all respects, in each case with the same effect as though made on and as of the Increased Amount Date or, to the extent such representations and warranties expressly relate to an earlier date, as of such earlier date; (iii) the Borrower shall be in compliance with each of the covenants set forth in Article V on a pro forma basis on the date of incurrence and for the most recent determination period after giving effect to such Incremental Facility (assuming that all commitments under any Incremental Revolving Facility, as applicable, were fully drawn); (iv) in the case of an Incremental Term Loan Facility: (A) the yield (as reasonably determined by the Term Loan Administrative Agent taking into account interest margins, minimum Eurodollar Rate, minimum Base Rate, upfront fees and original issue discount on such Term Loans with upfront fees and original issue discount equated to interest margins based on assumed four-year life-to-maturity but excluding customary arrangement, syndication and commitment fees that are not shared generally with the Lenders) applicable to such Incremental Term Loan Facility will not be more than 50 basis points above the yield for the Term Facility (as reasonably determined by the Term Loan Administrative Agent consistent with the above (but including only those upfront fees or original issue discount paid generally to all of the Lenders under the Term Facility at the time of the incurrence of the Term Facility)) unless the yield with respect to the Term Facility is increased by an amount equal to the difference between the yield with respect to such Incremental Term Loan Facility less 50 basis points and the yield for the Term Facility; (B) the maturity date applicable to such Incremental Term Loan Facility that is secured on a pari passu basis with the Term Facility will not be earlier than the latest maturity date of the Senior Credit Facilities at the time of incurrence of such Incremental Term Loan Facility; (C) if such Incremental Term Loan Facility is secured on junior basis or is unsecured, the maturity date applicable thereto will not be earlier than 91 days after the latest maturity date of the Senior Credit Facilities; (D) the weighted average life to maturity of such Incremental Term Loan Facility will not be shorter than the weighted average life to maturity of the Senior Credit Facilities at the time of incurrence of such Incremental Term Loan Facility; (E) if such Incremental Term Loan Facility is secured, it shall be secured on a pari passu or junior basis with the Senior Credit Facilities pursuant to an Intercreditor Agreement unless the obligations under such Incremental Term Facility constitute “Obligations” hereunder; and (F) all other terms of such Incremental Term Loan Facility, if not consistent with the terms of the Term Facility, will be as agreed upon between the Borrowers and the Lenders providing such Incremental Term Loan Facility and will be reasonably acceptable to the Term Loan Administrative Agent, except that such other terms may not be more restrictive to the Parent and the other Loan Parties, taken as a whole, than those applicable to the Term Facility, unless such more restrictive terms (1) are also added for the benefit of the corresponding existing Lenders, (2) are applicable only after the latest maturity date of the Senior Credit Facilities or (3) are otherwise reasonably satisfactory in all respects to the Term Loan Administrative Agent; (v) each New Revolving Commitment and each New LC Facility Commitment shall be effected pursuant to an increase and joinder agreement (an “Increase and Joinder Agreement”) in form and substance acceptable to the Applicable Administrative Agent and the applicable Issuer in its reasonable discretion, which Increase and Joinder Agreement may provide for an increase in the Applicable Margin applicable to all relevant Obligations, executed and delivered by the Borrowers, any existing Lender providing a New Incremental Commitment, any New Lender providing a New Incremental Commitment and such Administrative Agent (and, to the extent required, each applicable Issuer), and which shall be recorded in the Register, and each New Lender shall be subject to the requirements set forth in Section 2.17(e) and (f); (vi) each New Term Commitment and each Incremental Term Loan Facility shall be effected pursuant to an Increase and Joinder Agreement in form and substance acceptable to the Applicable Administrative Agent in its reasonable discretion, which Increase and Joinder Agreement may provide for an increase in the rate of interest applicable to all Term Loans, executed and delivered by the Borrowers, any existing Lender providing a New Incremental Commitment, any New Lender providing a New Incremental Commitment and such Administrative Agent, and which shall be recorded in the Register, and each New Lender shall be subject to the requirements set forth in Section 2.17(e) and (f); (vii) the Borrowers shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by either Administrative Agent in connection with any such Incremental Facility or Letter of Credit Commitment Increase; and (viii) the Borrowers shall make any payments required pursuant to and in accordance with Section 2.16(e) in connection with the New Incremental Commitments. Notwithstanding anything herein to the contrary, each applicable Issuer shall have approved the Incremental Revolving Facility allocated to each existing Lender and the New Incremental Commitments allocated to each New Lender (such approval not to be unreasonably withheld, delayed or conditioned). (e) On the Increased Amount Date, subject to the satisfaction of the foregoing terms and conditions, (i) each of the existing Lenders shall assign to each of the New Lenders, and each of the New Lenders shall purchase from each of the existing Lenders, at the principal amount thereof (together with accrued interest), such interests in the Loans and Letter of Credit Obligations outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Loans and Letter of Credit Obligations will be held by existing Lenders and New Lenders ratably in accordance with their applicable Commitments after giving effect to the applicable Incremental Facility or Incremental LC Facility, as applicable, (ii) each New Incremental Commitment and New LC Facility Commitment shall be deemed for all purposes a Commitment, (iii) each New Lender shall become a Lender with respect to its New Incremental Commitment or New LC Facility Commitment, as applicable, and all matters relating thereto and all other matters under this Agreement, and (iv) the Applicable Administrative Agent shall notify the Lenders (including any New Lenders) of the effectiveness of the applicable Incremental Facility or Incremental LC Facility, as applicable, and each Lender’s interests in the outstanding Loans and Letter of Credit Obligations after giving effect to the assignments contemplated by this Section 2.24. (f) Except as expressly contemplated in this Section 2.24, the terms and provisions of the New Incremental Commitments shall be identical to the existing Applicable Commitments. (g) Each Increase and Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Applicable Administrative Agent to effect the provision of this Section 2.24.

Incremental Facility Commitments. (a) From time to time, following the Effective Date and prior to the Applicable Maturity Date, the Borrowers may by written notice to the Applicable Administrative Agent request (i) one or more increases to the existing Revolving Commitments (any such increase, an “Incremental Revolving Facility” and, any additional Revolving Commitments provided pursuant to any Incremental Revolving Facility, a “New Revolving Commitment”) and (ii) to incur incremental commitments consisting of one or more increases to the Term Facility (an “Incremental Term Facility” and, any additional Term Commitment provided pursuant to any Incremental Term Facility, a “New Term Commitment”) and/or incremental term loan facilities under the Loan Documents (each such incurrence, together with each Incremental Term Facility, an “Incremental Term Loan Facility”) in an aggregate amount since the Effective Date not to exceed the Available Incremental Amount[reserved]. (b) From time to time, following the Effective Initial Utilization Date and prior to the LC Facility Termination Date, the Borrowers Applicants may by written notice to the Revolving and LC Administrative Agent request to incur incremental commitments consisting of one or more increases to the LC Facility (each, an “Incremental LC Facility”, and any additional LC Facility Commitment provided pursuant to any Incremental LC Facility, a “New LC Facility Incremental Commitment”) in an aggregate amount since the Effective Date not to exceed the Available Floating LC Amount. (c) Each notice described in Section 2.24(a) or (b2.24(b) shall specify (i) the date (each, an “Increased Amount Date”) on which the Borrowers Applicants propose that the applicable Incremental Facility shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Applicable Administrative Agent and (ii) the identity of each Lender Participant or other Person that is an Eligible Assignee (each such other Person, a “New LenderParticipant”) to whom the Borrowers Applicants propose any portion of such Incremental Facility be allocated and the amounts of such allocations; provided that such the Administrative Agent may elect or decline to arrange such Incremental Facility in its sole discretion and any Lender Participant approached to provide all or a portion of the Incremental Facility may elect or decline, in its sole discretion, to provide an additional Term Commitment or increase its existing Revolving Commitment, or LC Facility Commitment, as applicable, Commitment by providing a New Incremental Commitment. (d) Such New Incremental Commitments shall become effective, as of such Increased Amount Date; provided that: (i) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Incremental Facility; (ii) the representations and warranties set forth in Article IV and in the other Loan Credit Documents that have no materiality or Material Adverse Effect qualification shall be true and correct in all material respects and the representations and warranties set forth in Article IV and in the other Loan Credit Documents that have a materiality or Material Adverse Effect qualification shall be true and correct in all respects, in each case with the same effect as though made on and as of the Increased Amount Date or, to the extent such representations and warranties expressly relate to an earlier date, as of such earlier date; (iii) the Borrower Applicant shall be in compliance with each of the covenants set forth in Article V on a pro forma basis on the date of incurrence and for the most recent determination period after giving effect to such Incremental Facility (assuming that all commitments under any Incremental Revolving Facility, as applicable, were fully drawn); (iv) in the case of an Incremental Term Loan Facility: (A) the yield (as reasonably determined by the Term Loan Administrative Agent taking into account interest margins, minimum Eurodollar Rate, minimum Base Rate, upfront fees and original issue discount on such Term Loans with upfront fees and original issue discount equated to interest margins based on assumed four-year life-to-maturity but excluding customary arrangement, syndication and commitment fees that are not shared generally with the Lenders) applicable to such Incremental Term Loan Facility will not be more than 50 basis points above the yield for the Term Facility (as reasonably determined by the Term Loan Administrative Agent consistent with the above (but including only those upfront fees or original issue discount paid generally to all of the Lenders under the Term Facility at the time of the incurrence of the Term Facility)) unless the yield with respect to the Term Facility is increased by an amount equal to the difference between the yield with respect to such Incremental Term Loan Facility less 50 basis points and the yield for the Term Facility; (B) the maturity date applicable to such Incremental Term Loan Facility that is secured on a pari passu basis with the Term Facility will not be earlier than the latest maturity date of the Senior Credit Facilities at the time of incurrence of such Incremental Term Loan Facility; (C) if such Incremental Term Loan Facility is secured on junior basis or is unsecured, the maturity date applicable thereto will not be earlier than 91 days after the latest maturity date of the Senior Credit Facilities; (D) the weighted average life to maturity of such Incremental Term Loan Facility will not be shorter than the weighted average life to maturity of the Senior Credit Facilities at the time of incurrence of such Incremental Term Loan Facility; (E) if such Incremental Term Loan Facility is secured, it shall be secured on a pari passu or junior basis with the Senior Credit Facilities pursuant to an Intercreditor Agreement unless the obligations under such Incremental Term Facility constitute “Obligations” hereunder; and (F) all other terms of such Incremental Term Loan Facility, if not consistent with the terms of the Term Facility, will be as agreed upon between the Borrowers and the Lenders providing such Incremental Term Loan Facility and will be reasonably acceptable to the Term Loan Administrative Agent, except that such other terms may not be more restrictive to the Parent and the other Loan Parties, taken as a whole, than those applicable to the Term Facility, unless such more restrictive terms (1) are also added for the benefit of the corresponding existing Lenders, (2) are applicable only after the latest maturity date of the Senior Credit Facilities or (3) are otherwise reasonably satisfactory in all respects to the Term Loan Administrative Agent[reserved]; (v) each New Revolving Commitment and each New LC Facility Incremental Commitment shall be effected pursuant to an increase and joinder agreement (an “Increase and Joinder Agreement”) in form and substance acceptable to the Applicable Administrative Agent and the applicable each Issuer in its reasonable discretion, which Increase and Joinder Agreement may provide for an increase in the Applicable Margin fees or interest rates applicable to all relevant Obligations, executed and delivered by the BorrowersApplicants, any existing Lender Participant providing a New Incremental Commitment, any New Lender Participant providing a New Incremental Commitment and such the Administrative Agent (and, to and the extent required, each applicable Issuer)Issuers, and which shall be recorded in the Register, and each New Lender Participant shall be subject to the requirements set forth in Section 2.17(e) and (f2.17(f); (vi) each New Term Commitment and each Incremental Term Loan Facility shall be effected pursuant to an Increase and Joinder Agreement in form and substance acceptable to the Applicable Administrative Agent in its reasonable discretion, which Increase and Joinder Agreement may provide for an increase in the rate of interest applicable to all Term Loans, executed and delivered by the Borrowers, any existing Lender providing a New Incremental Commitment, any New Lender providing a New Incremental Commitment and such Administrative Agent, and which shall be recorded in the Register, and each New Lender shall be subject to the requirements set forth in Section 2.17(e) and (f)[reserved]; (vii) the Borrowers Applicants shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by either the Administrative Agent in connection with any such the New Incremental Facility or Letter of Credit Commitment IncreaseCommitments; and (viii) the Borrowers Applicants shall make any payments required pursuant to and in accordance with Section 2.16(e) in connection with the New Incremental Commitments. Notwithstanding anything herein to the contrary, each applicable Issuer the Issuers shall have approved the Incremental Revolving Facility allocated to each existing Lender and the New Incremental Commitments allocated to each New Lender Participant thereunder (such approval (other than with respect to Barclays, in its capacity as an Issuer, which shall be in Barclays’ sole discretion as an Issuer) not to be unreasonably withheld, delayed or conditioned), including with respect to the New Incremental Commitments allocated to each existing Participant providing a New Incremental Commitment and each New Participant. (e) On the Increased Amount Date, subject to the satisfaction of the foregoing terms and conditions, (i) each of the existing Lenders Participants shall assign to each of the New LendersParticipants, and each of the New Lenders Participants shall purchase from each of the existing LendersParticipants, at the principal amount thereof (together with accrued interest), such interests in the Loans and Letter of Credit Obligations outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Loans and Letter of Credit Obligations will be held by existing Lenders Participants and New Lenders Participants ratably in accordance with their applicable Commitments after giving effect to the applicable Incremental Facility or Incremental LC Facility, as applicable, (ii) each New Incremental Commitment and New LC Facility Commitment shall be deemed for all purposes a Commitment, (iii) each New Lender Participant shall become a Lender Participant with respect to its New Incremental Commitment or New LC Facility Commitment, as applicable, and all matters relating thereto and all other matters under this Agreement, and (iv) the Applicable Administrative Agent shall notify the Lenders Participants (including any New LendersParticipants) of the effectiveness of the applicable Incremental Facility or Incremental LC Facility, as applicable, and each LenderParticipant’s interests in the outstanding Loans and Letter of Credit Obligations after giving effect to the assignments contemplated by this Section 2.24. (f) Except as expressly contemplated in this Section 2.24, the terms and provisions of the New Incremental Commitments shall be identical to the existing Applicable Commitments. (g) Each Increase and Joinder Agreement may, without the consent of any other LendersParticipants, effect such amendments to this Agreement and the other Loan Credit Documents as may be necessary or appropriate, in the opinion of the Applicable Administrative Agent to effect the provision of this Section 2.24.

Incremental Facility Commitments. (a) From time to time, following the Effective Date and prior to the Applicable Maturity Date, the Borrowers may by written notice to the Applicable Administrative Agent request (i) one or more increases to the existing Revolving Commitments (any such increase, an “Incremental Revolving Facility” and, any additional Revolving Commitments provided pursuant to any Incremental Revolving Facility, a “New Revolving Commitment”) and (ii) to incur incremental commitments consisting of one or more increases to the Term Facility (an “Incremental Term Facility” and, any additional Term Commitment provided pursuant to any Incremental Term Facility, a “New Term Commitment”) and/or incremental term loan facilities under the Loan Documents (each such incurrence, together with each Incremental Term Facility, an “Incremental Term Loan Facility”) in an aggregate amount since the Effective Date not to exceed the Available Incremental Amount[reserved]. (b) From time to time, following the Effective Initial Utilization Date and prior to the LC Facility Termination Date, the Borrowers Applicants may by written notice to the Revolving and LC Administrative Agent request to incur incremental commitments consisting of one or more increases to the LC Facility (each, an “Incremental LC Facility”, and any additional LC Facility Commitment provided pursuant to any Incremental LC Facility, a “New LC Facility Incremental Commitment”) in an aggregate amount since the Effective Date not to exceed the Available Floating LC Amount. (c) Each notice described in Section 2.24(a) or (b2.24(b) shall specify (i) the date (each, an “Increased Amount Date”) on which the Borrowers Applicants propose that the applicable Incremental Facility shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Applicable Administrative Agent and (ii) the identity of each Lender Participant or other Person that is an Eligible Assignee (each such other Person, a “New LenderParticipant”) to whom the Borrowers Applicants propose any portion of such Incremental Facility be allocated and the amounts of such allocations; provided that such the Administrative Agent may elect or decline to arrange such Incremental Facility in its sole discretion and any Lender Participant approached to provide all or a portion of the Incremental Facility may elect or decline, in its sole discretion, to provide an additional Term Commitment or increase its existing Revolving Commitment, or LC Facility Commitment, as applicable, Commitment by providing a New Incremental Commitment. (d) Such New Incremental Commitments shall become effective, as of such Increased Amount Date; provided that: (i) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Incremental Facility; (ii) the representations and warranties set forth in Article IV and in the other Loan Credit Documents that have no materiality or Material Adverse Effect qualification shall be true and correct in all material respects and the representations and warranties set forth in Article IV and in the other Loan Credit Documents that have a materiality or Material Adverse Effect qualification shall be true and correct in all respects, in each case with the same effect as though made on and as of the Increased Amount Date or, to the extent such representations and warranties expressly relate to an earlier date, as of such earlier date; (iii) the Borrower Applicant shall be in compliance with each of the covenants set forth in Article V on a pro forma basis on the date of incurrence and for the most recent determination period after giving effect to such Incremental Facility (assuming that all commitments under any Incremental Revolving Facility, as applicable, were fully drawn); (iv) in the case of an Incremental Term Loan Facility: (A) the yield (as reasonably determined by the Term Loan Administrative Agent taking into account interest margins, minimum Eurodollar Rate, minimum Base Rate, upfront fees and original issue discount on such Term Loans with upfront fees and original issue discount equated to interest margins based on assumed four-year life-to-maturity but excluding customary arrangement, syndication and commitment fees that are not shared generally with the Lenders) applicable to such Incremental Term Loan Facility will not be more than 50 basis points above the yield for the Term Facility (as reasonably determined by the Term Loan Administrative Agent consistent with the above (but including only those upfront fees or original issue discount paid generally to all of the Lenders under the Term Facility at the time of the incurrence of the Term Facility)) unless the yield with respect to the Term Facility is increased by an amount equal to the difference between the yield with respect to such Incremental Term Loan Facility less 50 basis points and the yield for the Term Facility; (B) the maturity date applicable to such Incremental Term Loan Facility that is secured on a pari passu basis with the Term Facility will not be earlier than the latest maturity date of the Senior Credit Facilities at the time of incurrence of such Incremental Term Loan Facility; (C) if such Incremental Term Loan Facility is secured on junior basis or is unsecured, the maturity date applicable thereto will not be earlier than 91 days after the latest maturity date of the Senior Credit Facilities; (D) the weighted average life to maturity of such Incremental Term Loan Facility will not be shorter than the weighted average life to maturity of the Senior Credit Facilities at the time of incurrence of such Incremental Term Loan Facility; (E) if such Incremental Term Loan Facility is secured, it shall be secured on a pari passu or junior basis with the Senior Credit Facilities pursuant to an Intercreditor Agreement unless the obligations under such Incremental Term Facility constitute “Obligations” hereunder; and (F) all other terms of such Incremental Term Loan Facility, if not consistent with the terms of the Term Facility, will be as agreed upon between the Borrowers and the Lenders providing such Incremental Term Loan Facility and will be reasonably acceptable to the Term Loan Administrative Agent, except that such other terms may not be more restrictive to the Parent and the other Loan Parties, taken as a whole, than those applicable to the Term Facility, unless such more restrictive terms (1) are also added for the benefit of the corresponding existing Lenders, (2) are applicable only after the latest maturity date of the Senior Credit Facilities or (3) are otherwise reasonably satisfactory in all respects to the Term Loan Administrative Agent[reserved]; (v) each New Revolving Commitment and each New LC Facility Incremental Commitment shall be effected pursuant to an increase and joinder agreement (an “Increase and Joinder Agreement”) in form and substance acceptable to the Applicable Administrative Agent and the applicable each Issuer in its reasonable discretion, which Increase and Joinder Agreement may provide for an increase in the Applicable Margin fees or interest rates applicable to all relevant Obligations, executed and delivered by the BorrowersApplicants, any existing Lender Participant providing a New Incremental Commitment, any New Lender Participant providing a New Incremental Commitment and such the Administrative Agent (and, to and the extent required, each applicable Issuer)Issuers, and which shall be recorded in the Register, and each New Lender Participant shall be subject to the requirements set forth in Section 2.17(e) and (f2.17(f); (vi) each New Term Commitment and each Incremental Term Loan Facility shall be effected pursuant to an Increase and Joinder Agreement in form and substance acceptable to the Applicable Administrative Agent in its reasonable discretion, which Increase and Joinder Agreement may provide for an increase in the rate of interest applicable to all Term Loans, executed and delivered by the Borrowers, any existing Lender providing a New Incremental Commitment, any New Lender providing a New Incremental Commitment and such Administrative Agent, and which shall be recorded in the Register, and each New Lender shall be subject to the requirements set forth in Section 2.17(e) and (f)[reserved]; (vii) the Borrowers Applicants shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by either the Administrative Agent in connection with any such the New Incremental Facility or Letter of Credit Commitment IncreaseCommitments; and (viii) the Borrowers Applicants shall make any payments required pursuant to and in accordance with Section 2.16(e) in connection with the New Incremental Commitments. Notwithstanding anything herein to the contrary, each applicable Issuer the Issuers shall have approved the Incremental Revolving Facility allocated to each existing Lender and the New Incremental Commitments allocated to each New Lender Participant thereunder (such approval (other than with respect to Barclays, in its capacity as an Issuer, which shall be in Barclays’ sole discretion as an Issuer) not to be unreasonably withheld, delayed or conditioned), including with respect to the New Incremental Commitments allocated to each existing Participant providing a New Incremental Commitment and each New Participant. (e) On the Increased Amount Date, subject to the satisfaction of the foregoing terms and conditions, (i) each of the existing Lenders Participants shall assign to each of the New LendersParticipants, and each of the New Lenders Participants shall purchase from each of the existing LendersParticipants, at the principal amount thereof (together with accrued interest), such interests in the Loans and Letter of Credit Obligations outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Loans and Letter of Credit Obligations will be held by existing Lenders Participants and New Lenders Participants ratably in accordance with their applicable Commitments after giving effect to the applicable Incremental Facility or Incremental LC Facility, as applicable, (ii) each New Incremental Commitment and New LC Facility Commitment shall be deemed for all purposes a Commitment, (iii) each New Lender Participant shall become a Lender Participant with respect to its New Incremental Commitment or New LC Facility Commitment, as applicable, and all matters relating thereto and all other matters under this Agreement, and (iv) the Applicable Administrative Agent shall notify the Lenders Participants (including any New LendersParticipants) of the effectiveness of the applicable Incremental Facility or Incremental LC Facility, as applicable, and each LenderParticipant’s interests in the outstanding Loans and Letter of Credit Obligations after giving effect to the assignments contemplated by this Section 2.24. (f) Except as expressly contemplated in this Section 2.24, the terms and provisions of the New Incremental Commitments shall be identical to the existing Applicable Commitments. (g) Each Increase and Joinder Agreement may, without the consent of any other LendersParticipants, effect such amendments to this Agreement and the other Loan Credit Documents as may be necessary or appropriate, in the opinion of the Applicable Administrative Agent to effect the provision of this Section 2.24.2.24.¶