Common use of Incremental Facility Amendment Clause in Contracts

Incremental Facility Amendment. Each Incremental Term Facility shall 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 as provided therein. Each Incremental Term Facility shall also require such amendments to the other Loan Documents, and such other new Loan Documents, as the Agents deem necessary or appropriate to effect the modifications permitted by this Article III. The Borrowers agree to pay the reasonable fees, costs and expenses of the Agents relating to any Incremental Facility Amendment and the transactions contemplated thereby. Notwithstanding anything to the contrary in Section 12.02, neither the 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 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 execution and approval of the Administrative Agent in respect of any such Incremental Facility Amendment, any such amendment to the other Loan Documents or any such other new Loan Document shall not be unreasonably withheld or delayed. The effectiveness of any Incremental Facility Amendment shall be 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 Facility Amendment, the Origination Agent shall have received customary legal opinions, resolutions and other customary closing documents and certificates reasonably requested by the Agents in connection therewith.

Incremental Facility Amendment. Each tranche of Incremental Term Facility Loans and Limited Condition Transaction Revolving Commitments and each Revolving Commitment Increase shall be evidenced by 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 Extensions of Credit set 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, financial institution, existing Lender or other Person that elects to extend Incremental Extensions of Credit shall be reasonably satisfactory to the Borrower (and, solely to the extent the approval of the Administrative Agent would otherwise be required for an assignment of the applicable Loans in respect of such Incremental Extension of Credit to such Person, the Administrative Agent) (any such bank, 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 AgreementAgreement and, giving effect to the modifications permitted by this Article IIIas appropriate, 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 as provided therein. Each Incremental Term Facility shall also require such amendments to the other Loan Documents, executed by the Borrower, such Additional Lender and such other new Loan Documents, as the Agents deem necessary or appropriate Administrative Agent. No Lender shall be obligated to effect the modifications permitted by this Article III. The Borrowers agree to pay the reasonable fees, costs and expenses of the Agents relating to provide any Incremental Facility Amendment and the transactions contemplated therebyExtension of Credit, unless it so agrees. Notwithstanding anything to the contrary in Section 12.02, neither the 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 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 execution and approval of the Administrative Agent 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 Facility Amendment. An Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendment amendments to this Agreement or any other Loan Document as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section (including to provide for voting provisions applicable to the other Loan Documents or any such other new Loan Document shall not be unreasonably withheld or delayedAdditional Lenders comparable to the provisions of clause (B) of the second proviso of Section 8.02(b)). The effectiveness of any Incremental Facility Amendment shall shall, unless otherwise agreed to by the Administrative Agent and the Additional Lenders, be subject to, among other things, to the satisfaction on the effective date thereof of each of the conditions set forth in Section 5.02, and, except as otherwise specified 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 Facility Amendment, the Origination Agent shall have received customary legal opinions, resolutions and other customary closing documents and certificates reasonably requested by the Agents in connection therewith).