Common use of Incremental Revolving Commitments Clause in Contracts

Incremental Revolving Commitments. Subject to the terms and conditions set forth herein, the Borrowers shall have the right, from time to time and upon at least ten Business Days’ prior written notice to the Administrative Agent (an “Incremental Request”), to increase the Aggregate Revolving Commitments (the “Incremental Revolving Commitments”); provided, that, each Incremental Request with respect to Incremental Revolving Commitments shall be subject to satisfaction of the following conditions precedent: (a) after giving to such Incremental Revolving Commitments, the Aggregate Revolving Commitments shall not exceed $1,000,000,000; (b) on the date on which the applicable Incremental Revolving Amendment is to become effective, both immediately prior to and immediately after giving effect to the incurrence of such Incremental Revolving Commitments (assuming that the full amount of such Incremental Revolving Commitments shall have been funded on such date) and any related transactions, no Default shall have occurred and be continuing; (c) the representations and warranties of each Loan Party contained in this Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date on which such Incremental Revolving Amendment is to become effective, except to the extent that such representations and warranties (i) are qualified by materiality in which case such representations and warranties shall be true and correct in all respects and (ii) specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date; (d) such Incremental Revolving Commitments shall be in a minimum amount of $10,000,000 and in integral multiples of $5,000,000 in excess thereof (or such lesser amounts as agreed by the Administrative Agent); (e) such Incremental Revolving Commitments shall be made on the same terms and provisions (other than upfront fees) as apply to the existing Revolving Commitments, including with respect to maturity date, interest rate and prepayment provisions, and shall not constitute a credit facility separate and apart from the existing revolving credit facility set forth in Section 2.01; (f) the Administrative Agent shall have received additional commitments in a corresponding amount of such requested Incremental Revolving Commitments from either existing Lenders and/or one or more other institutions that qualify as Eligible Assignees (it being understood and agreed that no existing Lender shall be required to provide an additional commitment); and (g) the Administrative Agent shall have received customary closing certificates and legal opinions and all other documents (including resolutions of the board of directors of the Loan Parties) it may reasonably request relating to the corporate or other necessary authority for such Incremental Revolving Commitments and the validity of such Incremental Revolving Commitments, and any other matters relevant thereto, all in form and substance reasonably satisfactory to the Administrative Agent. Any Incremental Revolving Commitments shall be evidenced by an amendment (an “Incremental Revolving Amendment”) to this Agreement, giving effect to the modifications permitted by this Section 2.16 (and subject to the limitations set forth in the immediately preceding paragraph), executed by the Loan Parties, the Administrative Agent and each Lender providing a portion of the Incremental Revolving Commitments; which such amendment, when so executed, shall amend this Agreement as provided therein. Each Incremental Revolving Amendment 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 Section 2.16. Neither any Incremental Revolving 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 Revolving Commitments, and the Administrative Agent, in order to be effective. The effectiveness of any Incremental Revolving Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth above and as such other conditions as requested by the Lenders under the Incremental Revolving Commitments established in connection therewith.

Incremental Revolving Commitments. Subject (a) At any time and from time to time prior to the Maturity Date, subject to the terms and conditions set forth herein, the Borrowers shall have the rightBorrower may, from time to time and upon at least ten Business Days’ prior written by notice to the Administrative Agent (an “Incremental Request”whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request to increase the Aggregate existing Revolving Commitments under either Facility (the “Incremental Revolving Commitments”); provided, that, provided that at the time of each such request and upon the effectiveness of each Incremental Request with respect to Incremental Revolving Commitments Facility Amendment, (A) no Default has occurred and is continuing or shall result therefrom, (B) the Borrower shall be subject to satisfaction in compliance on a Pro Forma Basis with the covenant contained in Section 6.06 recomputed as of the following conditions precedent: last day of the most recent fiscal quarter for which financial statements have been or were required to be delivered pursuant to paragraph (a) after giving or (b) of Section 5.01, and (C) the Borrower shall have delivered a certificate of a Financial Officer to such Incremental Revolving Commitmentsthe effect set forth in clauses (A) and (B) above, together with all calculations relevant thereto, including reasonably detailed calculations demonstrating compliance with clause (B) above. Notwithstanding anything to the contrary herein, the Aggregate aggregate principal amount of the Incremental Revolving Commitments shall not exceed $1,000,000,000; (b) on the date on which the applicable Incremental Revolving Amendment is to become effective, both immediately prior to and immediately after giving effect to the incurrence of such Incremental Revolving Commitments (assuming that the full amount of such Incremental Revolving Commitments shall have been funded on such date) and any related transactions, no Default shall have occurred and be continuing; (c) the representations and warranties of each Loan Party contained in this Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as 625,000,000. Each exercise of the date on which such Incremental Revolving Amendment is Borrower’s right to become effective, except to the extent that such representations and warranties (i) are qualified by materiality in which case such representations and warranties shall be true and correct in all respects and (ii) specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date; (d) such seek Incremental Revolving Commitments shall be in a minimum amount an integral multiple of $10,000,000 1,000,000 and be in integral multiples of an aggregate principal amount that is not less than $5,000,000 in excess thereof (or such lesser amounts as agreed by the Administrative Agent);25,000,000. (eb) such Each notice from the Borrower pursuant to this Section 2.18 shall set forth the requested amount and proposed terms of the relevant Incremental Revolving Commitments. Any additional bank, financial institution, existing Lender or other Person that elects to extend Incremental Revolving Commitments (any such bank, financial institution, existing Lender or other Person being called an “Additional Lender”) shall be made on the same terms and provisions (other than upfront fees) as apply to the existing Revolving Commitments, including with respect to maturity date, interest rate and prepayment provisions, and shall not constitute a credit facility separate and apart from the existing revolving credit facility set forth in Section 2.01; (f) the Administrative Agent shall have received additional commitments in a corresponding amount of such requested Incremental Revolving Commitments from either existing Lenders and/or one or more other institutions that qualify as Eligible Assignees (it being understood and agreed that no existing Lender shall be required to provide an additional commitment); and (g) the Administrative Agent shall have received customary closing certificates and legal opinions and all other documents (including resolutions of the board of directors of the Loan Parties) it may reasonably request relating to the corporate or other necessary authority for such Incremental Revolving Commitments and the validity of such Incremental Revolving Commitments, and any other matters relevant thereto, all in form and substance reasonably satisfactory to the Borrower and the Administrative Agent. Any Incremental Revolving Commitments Agent and, if not already a Lender, shall be evidenced by become a Lender under this Agreement pursuant to an amendment (an “Incremental Revolving Facility Amendment”) to this AgreementAgreement and, giving effect to as appropriate, the modifications permitted by this Section 2.16 (and subject to the limitations set forth in the immediately preceding paragraph)other Loan Documents, executed by the Loan PartiesBorrower, the Administrative Agent and each such Additional Lender providing a portion of the Incremental Revolving Commitments; which such amendment, when so executed, shall amend this Agreement as provided therein. Each Incremental Revolving Amendment 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 Section 2.16. Neither any Incremental Revolving 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 Revolving Commitments, and the Administrative Agent. No Lender shall be obligated to provide any Incremental Revolving Commitment unless, in order its sole discretion, it so agrees. An Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to any Loan Documents as may be effectivenecessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.18 (including to provide for voting provisions applicable to the Additional Lenders comparable to the provisions of clause (2) of the second proviso of Section 9.02(b)). The effectiveness of any Incremental Revolving Facility Amendment shall shall, unless otherwise agreed to by the Administrative Agent and the Additional Lenders, be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth above and as in Section 4.02 (it being understood that all references to “the date of such other conditions as requested Borrowing” in Section 4.02 shall be deemed to refer to the Incremental Facility Closing Date). The Administrative Agent shall receive not less than 10 Business Days’ advance notice (or shorter, if agreed by the Lenders under the Administrative Agent) prior to any proposed Incremental Revolving Commitments established in connection therewithFacility Closing Date.

Incremental Revolving Commitments. Subject (a) At any time and from time to time, subject to the terms and conditions set forth herein, the Borrowers shall have the rightBorrower may, from time to time and upon at least ten Business Days’ prior written by notice to the Administrative Agent (an “Incremental Request”whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), to increase request one or more increases in the Aggregate aggregate amount of the Revolving Commitments (the each such increase, a “Incremental Revolving CommitmentsCommitment Increase”); provided, that, provided that at the time of each such request and upon the effectiveness of each Incremental Request with respect to Incremental Revolving Commitments Facility Amendment, (A) no Default has occurred and is continuing or shall be subject to satisfaction of the following conditions precedent: result therefrom, (aB) after giving to such Incremental Revolving Commitments, the Aggregate Revolving Commitments shall not exceed $1,000,000,000; (b) on the date on which the applicable Incremental Revolving Amendment is to become effective, both immediately prior to and immediately after giving effect to such Revolving Commitment Increase and the incurrence application of such Incremental Revolving Commitments (the proceeds therefrom and assuming that the full amount of such Incremental Revolving Commitments Commitment Increase shall have been funded on such date, the Borrower shall be in compliance, on a Pro Forma Basis, with the covenants contained in Sections 6.12 and 6.13 and (C) the Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in clauses (A) and (B) above, together with reasonably detailed calculations demonstrating compliance with clause (B) above (which calculations shall, if made as of the last day of any related transactionsfiscal quarter of the Borrower for which the Borrower has not delivered to the Administrative Agent the financial statements and certificate of a Financial Officer required to be delivered by Section 5.01 (a) or 5.01(b) and Section 5.01(c), no Default respectively, be accompanied by a reasonably detailed calculation of Consolidated EBITDA and Consolidated Interest Expense for the relevant period). Notwithstanding anything to contrary herein, the aggregate principal amount of all Revolving Commitment Increases incurred pursuant to this Section 2.22 shall not exceed the sum of (x) $250,000,000 (the “Dollar-Based Incremental Availability”) and (y) any amount, so long as the Secured Leverage Ratio, calculated on a Pro Forma Basis as of the most recently ended fiscal quarter of the Borrower after giving effect to the applicable Revolving Commitment Increase and the application of proceeds therefrom and assuming that the full amount of such Revolving Commitment Increase shall have occurred been funded on such date, is no greater than 3.50:1.00 (the “Ratio-Based Incremental Availability”); it being understood that (i) if the Borrower incurs any Revolving Commitment Increase using Dollar-Based Incremental Availability simultaneously (or substantially simultaneously) with the incurrence of any Revolving Commitment Increase using Ratio-Based Incremental Availability, the Secured Leverage Ratio with respect to the Ratio-Based Incremental Availability shall be calculated taking into account such Revolving Commitment Increase incurred using the Dollar-Based Incremental Availability (and assuming all such Revolving Commitments shall have been funded) and (ii) each Revolving Commitment Increase will be deemed to be incurred as a Revolving Commitment Increase using the Dollar-Based Incremental Availability (to the extent compliant therewith) until the Dollar-Based Incremental Availability is exhausted. Each Revolving Commitment Increase shall be in an integral multiple of $1,000,000 and be continuing;in an aggregate principal amount that is not less than $10,000,000; provided that such amount may be less than $10,000,000 if such amount represents all the remaining availability under the Revolving Commitment Increases permitted above. (cb) Each notice from the representations Borrower pursuant to this Section shall set forth the requested amount and warranties proposed terms of the relevant Revolving Commitment Increase. Any additional bank, financial institution, existing Lender or other Person that elects to extend Revolving Commitment Increases shall be reasonably satisfactory to the Borrower, the Administrative Agent, each Issuing Bank and each Swingline Lender (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 Agreement and, as appropriate, the other Loan Party contained Documents, executed by the Borrower, such Additional Lender and the Administrative Agent. No Lender shall be obligated to provide any Revolving Commitment Increase, unless it so agrees. Commitments in respect of any Revolving Commitment Increase shall become Commitments (or in the case of any Revolving Commitment Increase to be provided by an existing Lender, an increase in such Lender’s Revolving Commitment) under this Agreement upon the effectiveness of the applicable Incremental Facility Amendment. Notwithstanding anything in this Agreement to the contrary, an Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement or any other Loan Document, Document as may be necessary or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date on which such Incremental Revolving Amendment is to become effective, except to the extent that such representations and warranties (i) are qualified by materiality in which case such representations and warranties shall be true and correct in all respects and (ii) specifically refer to an earlier dateappropriate, in which case they shall be true and correct as the opinion of such earlier date; (d) such Incremental Revolving Commitments shall be in a minimum amount of $10,000,000 and in integral multiples of $5,000,000 in excess thereof (or such lesser amounts as agreed by the Administrative Agent); (e) such Incremental Revolving Commitments shall be made on the same terms and provisions (other than upfront fees) as apply to the existing Revolving Commitments, including with respect to maturity date, interest rate and prepayment provisions, and shall not constitute a credit facility separate and apart from the existing revolving credit facility set forth in Section 2.01; (f) the Administrative Agent shall have received additional commitments in a corresponding amount of such requested Incremental Revolving Commitments from either existing Lenders and/or one or more other institutions that qualify as Eligible Assignees (it being understood and agreed that no existing Lender shall be required to provide an additional commitment); and (g) the Administrative Agent shall have received customary closing certificates and legal opinions and all other documents (including resolutions of the board of directors of the Loan Parties) it may reasonably request relating to the corporate or other necessary authority for such Incremental Revolving Commitments and the validity of such Incremental Revolving Commitments, and any other matters relevant thereto, all in form and substance reasonably satisfactory to the Administrative Agent. Any Incremental Revolving Commitments shall be evidenced by an amendment (an “Incremental Revolving Amendment”) to this Agreement, giving effect to the modifications permitted by this Section 2.16 (and subject to the limitations set forth in the immediately preceding paragraph), executed by the Loan Parties, the Administrative Agent and each Lender providing a portion of the Incremental Revolving Commitments; which such amendment, when so executed, shall amend this Agreement as provided therein. Each Incremental Revolving Amendment 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 Section 2.16. Neither any Incremental Revolving 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 Revolving Commitments, and the Administrative Agent, in order to be effectiveeffect the provisions of this Section. The effectiveness of any Incremental Revolving Facility Amendment shall 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 Facility Amendment). (c) On the date of effectiveness of any Revolving Commitment Increase, (i) the aggregate principal amount of the Revolving Loans outstanding (the “Existing Revolving Borrowings”) immediately prior to the effectiveness of such Revolving Commitment Increase shall be deemed to be repaid, (ii) each Revolving Commitment Increase Lender that shall have had a Revolving Commitment prior to the effectiveness of such Revolving Commitment Increase shall pay to the Administrative Agent in same day funds an amount equal to the amount, if any, by which (A) (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings (as hereinafter defined) exceeds (B) (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated without giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Existing Revolving Borrowings, (iii) each Revolving Commitment Increase Lender that shall not have had a Revolving Commitment prior to the effectiveness of such Revolving Commitment Increase shall pay to the Administrative Agent in same day funds an amount equal to (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings, (iv) after the Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the Administrative Agent shall pay to each applicable Lender the portion of such funds that is equal to the amount, if any, by which (A) (1) such Lender’s Applicable Percentage (calculated without giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Existing Revolving Borrowings, exceeds (B) (1) such Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings, (v) after the effectiveness of such Revolving Commitment Increase, the Borrower shall be deemed to have made new Revolving Borrowings (the “Resulting Revolving Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Existing Revolving Borrowings and of the Types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03 (and the Borrower shall deliver such Borrowing Request), (vi) each Lender shall be deemed to hold its Applicable Percentage of each Resulting Revolving Borrowing (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) and (vii) the Borrower shall pay each Lender any and all accrued but unpaid interest on its Loans that comprised the Existing Revolving Borrowings. The deemed payments of the Existing Revolving Borrowings made pursuant to clause (i) above and as such other conditions as requested shall be subject to compensation by the Lenders under Borrower pursuant to the Incremental provisions of Section 2.15 if the date of the effectiveness of such Revolving Commitments established Commitment Increase occurs other than on the last day of the Interest Period relating thereto. Upon each Revolving Commitment Increase pursuant to this Section, each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Revolving Commitment Increase Lender, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Lender’s participations hereunder in connection therewithoutstanding Letters of Credit and Swingline Loans such that, after giving effect to such Revolving Commitment Increase and each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Letters of Credit and participations hereunder in Swingline Loans, in each case held by each Lender (including each such Revolving Commitment Increase Lender) will equal such Lender’s Applicable Percentage.

Incremental Revolving Commitments. Subject (a) At any time and from time to time, subject to the terms and conditions set forth herein, the Borrowers shall have the rightBorrower may, from time to time and upon at least ten Business Days’ prior written by notice to the Administrative Agent (an “Incremental Request”whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), to increase request one or more increases in the Aggregate aggregate amount of the Revolving Commitments (the each such increase, a “Incremental Revolving CommitmentsCommitment Increase”); provided, that, provided that at the time of each such request and upon the effectiveness of each Incremental Request with respect to Incremental Revolving Commitments Facility Amendment, (A) no Default has occurred and is continuing or shall be subject to satisfaction of the following conditions precedent: result therefrom, (aB) after giving to such Incremental Revolving Commitments, the Aggregate Revolving Commitments shall not exceed $1,000,000,000; (b) on the date on which the applicable Incremental Revolving Amendment is to become effective, both immediately prior to and immediately after giving effect to such Revolving Commitment Increase and the incurrence application of such Incremental Revolving Commitments (the proceeds therefrom and assuming that the full amount of such Incremental Revolving Commitments Commitment Increase shall have been funded on such date, the Borrower shall be in compliance, on a Pro Forma Basis, with the covenants contained in Sections 6.12, 6.13 and 6.15 and (C) the Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in clauses (A) and (B) above, together with reasonably detailed calculations demonstrating compliance with clause (B) above (which calculations shall, if made as of the last day of any related transactionsfiscal quarter of the Borrower for which the Borrower has not delivered to the Administrative Agent the financial statements and certificate of a Financial Officer required to be delivered by Section 5.01(a) or 5.01(b) and Section 5.01(c), no Default respectively, be accompanied by a reasonably detailed calculation of Consolidated EBITDA and Consolidated Interest Expense for the relevant period). Notwithstanding anything to contrary herein, the aggregate principal amount of all Revolving Commitment Increases incurred pursuant to this Section 2.22 shall have occurred not exceed $100,000,000. Each Revolving Commitment Increase shall be in an integral multiple of $1,000,000 and be continuing;in an aggregate principal amount that is not less than $10,000,000; provided that such amount may be less than $10,000,000 if such amount represents all the remaining availability under the Revolving Commitment Increases permitted above. (cb) Each notice from the representations Borrower pursuant to this Section shall set forth the requested amount and warranties proposed terms of the relevant Revolving Commitment Increase. Any additional bank, financial institution, existing Lender or other Person that elects to extend Revolving Commitment Increases shall be reasonably satisfactory to the Borrower, the Administrative Agent, each Issuing Bank and each Swingline Lender (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 Agreement and, as appropriate, the other Loan Party contained Documents, executed by the Borrower, such Additional Lender and the Administrative Agent. No Lender shall be obligated to provide any Revolving Commitment Increase, unless it so agrees. Commitments in respect of any Revolving Commitment Increase shall become Commitments (or in the case of any Revolving Commitment Increase to be provided by an existing Revolving Lender, an increase in such ▇▇▇▇▇▇’s Revolving Commitment) under this Agreement upon the effectiveness of the applicable Incremental Facility Amendment. Notwithstanding anything in this Agreement to the contrary, an Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement or any other Loan Document, Document as may be necessary or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date on which such Incremental Revolving Amendment is to become effective, except to the extent that such representations and warranties (i) are qualified by materiality in which case such representations and warranties shall be true and correct in all respects and (ii) specifically refer to an earlier dateappropriate, in which case they shall be true and correct as the opinion of such earlier date; (d) such Incremental Revolving Commitments shall be in a minimum amount of $10,000,000 and in integral multiples of $5,000,000 in excess thereof (or such lesser amounts as agreed by the Administrative Agent); (e) such Incremental Revolving Commitments shall be made on the same terms and provisions (other than upfront fees) as apply to the existing Revolving Commitments, including with respect to maturity date, interest rate and prepayment provisions, and shall not constitute a credit facility separate and apart from the existing revolving credit facility set forth in Section 2.01; (f) the Administrative Agent shall have received additional commitments in a corresponding amount of such requested Incremental Revolving Commitments from either existing Lenders and/or one or more other institutions that qualify as Eligible Assignees (it being understood and agreed that no existing Lender shall be required to provide an additional commitment); and (g) the Administrative Agent shall have received customary closing certificates and legal opinions and all other documents (including resolutions of the board of directors of the Loan Parties) it may reasonably request relating to the corporate or other necessary authority for such Incremental Revolving Commitments and the validity of such Incremental Revolving Commitments, and any other matters relevant thereto, all in form and substance reasonably satisfactory to the Administrative Agent. Any Incremental Revolving Commitments shall be evidenced by an amendment (an “Incremental Revolving Amendment”) to this Agreement, giving effect to the modifications permitted by this Section 2.16 (and subject to the limitations set forth in the immediately preceding paragraph), executed by the Loan Parties, the Administrative Agent and each Lender providing a portion of the Incremental Revolving Commitments; which such amendment, when so executed, shall amend this Agreement as provided therein. Each Incremental Revolving Amendment 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 Section 2.16. Neither any Incremental Revolving 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 Revolving Commitments, and the Administrative Agent, in order to be effectiveeffect the provisions of this Section. The effectiveness of any Incremental Revolving Facility Amendment shall 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 Facility Amendment). (c) On the date of effectiveness of any Revolving Commitment Increase, (i) the aggregate principal amount of the Revolving Loans outstanding (the “Existing Revolving Borrowings”) immediately prior to the effectiveness of such Revolving Commitment Increase shall be deemed to be repaid, (ii) each Revolving Commitment Increase Lender that shall have had a Revolving Commitment prior to the effectiveness of such Revolving Commitment Increase shall pay to the Administrative Agent in same day funds an amount equal to the amount, if any, by which (A) (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings (as hereinafter defined) exceeds (B) (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated without giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Existing Revolving Borrowings, (iii) each Revolving Commitment Increase Lender that shall not have had a Revolving Commitment prior to the effectiveness of such Revolving Commitment Increase shall pay to the Administrative Agent in same day funds an amount equal to (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings, (iv) after the Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the Administrative Agent shall pay to each applicable Lender the portion of such funds that is equal to the amount, if any, by which (A) (1) such Lender’s Applicable Percentage (calculated without giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Existing Revolving Borrowings, exceeds (B) (1) such Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings, (v) after the effectiveness of such Revolving Commitment Increase, the Borrower shall be deemed to have made new Revolving Borrowings (the “Resulting Revolving Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Existing Revolving Borrowings and of the Types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03 (and the Borrower shall deliver such Borrowing Request), (vi) each Revolving Lender shall be deemed to hold its Applicable Percentage of each Resulting Revolving Borrowing (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) and (vii) the Borrower shall pay each Revolving Lender any and all accrued but unpaid interest on its Loans that comprised the Existing Revolving Borrowings. The deemed payments of the Existing Revolving Borrowings made pursuant to clause (i) above and as such other conditions as requested shall be subject to compensation by the Lenders under Borrower pursuant to the Incremental provisions of Section 2.15 if the date of the effectiveness of such Revolving Commitments established Commitment Increase occurs other than on the last day of the Interest Period relating thereto. Upon each Revolving Commitment Increase pursuant to this Section, each Revolving Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Revolving Commitment Increase Lender, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in connection therewithoutstanding Letters of Credit and Swingline Loans such that, after giving effect to such Revolving Commitment Increase and each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Letters of Credit and participations hereunder in Swingline Loans, in each case held by each Revolving Lender (including each such Revolving Commitment Increase Lender) will equal such Revolving Lender’s Applicable Percentage.