Common use of Incremental Revolving Facilities Clause in Contracts

Incremental Revolving Facilities. (a) The Borrower may on one or more occasions, by written notice to the Administrative Agent, request during the Revolving Commitment Period, the establishment of Incremental Revolving Commitments provided that the aggregate amount of all the Incremental Revolving Commitments established hereunder after the Closing Date shall not exceed $50,000,000. Each such notice shall specify (A) the date on which the Borrower proposes that the Incremental Revolving Commitments shall be effective and (B) the amount of the Incremental Revolving Commitments being requested (it being agreed that (x) the amount of any Incremental Revolving Commitments requested shall not be less than $10,000,000 unless otherwise agreed to by the Administrative Agent or such lesser amount represents the remaining amount of Incremental Revolving Commitments permitted under this Section 2.23, (y) any Lender approached to provide any Incremental Revolving Commitment may elect or decline, in its sole discretion, to provide such Incremental Revolving Commitment and (z) any Person that the Borrower proposes to become an Incremental Revolving Lender must be an Eligible Assignee and, solely if such approval would be required under Section 10.6 for an assignment of Loans or Commitments to such Incremental Revolving Lender, must be approved by the Administrative Agent, each Issuing Bank and the Swing Line Lender (each such approval not to be unreasonably withheld, conditioned or delayed)).

Incremental Revolving Facilities. (a) The Borrower may on one at any time or more occasionsfrom time to time after the Closing Date, by written notice to the Administrative Agent, request request, during the Revolving Commitment Availability Period, the establishment of Incremental Revolving Commitments by an aggregate amount not in excess of the Maximum Incremental Commitment Amount; provided that (i) (y) no Default or Event of Default shall have occurred and be continuing or would exist after giving effect thereto and (z) the conditions set forth in Section 4.2 are satisfied; (ii) on the date of the incurrence or effectiveness of such Incremental Revolving Facility (in the case of the incurrence or effectiveness of Incremental Revolving Commitments, assuming such increase has been drawn in full), the Borrower shall be in compliance, on a pro forma basis, with the financial covenants set forth in Section 6.6 recomputed as of the last day of the most recently ended fiscal quarter for which financial statements have been or were required to be delivered pursuant to Section 5.1; (iii) the Borrower shall have delivered to the Administrative Agent a certificate of a Financial Officer certifying to the effect set forth in subclauses (i) and (ii) above, together with reasonably detailed calculations demonstrating compliance with subclause (ii) above (which calculations shall, if made as of the last day of any fiscal quarter of the Borrower for which the Borrower has not delivered to the Administrative Agent the financial statements and Compliance Certificate required to be delivered by Section 5.2, be accompanied by a reasonably detailed calculation of Consolidated EBITDA of the Borrower for the relevant period); (iv) all fees or other payments owing pursuant to this Agreement or as otherwise agreed in writing to the Administrative Agent and the applicable Incremental Lenders shall have been paid; and (v) the other terms and conditions of any Incremental Revolving Facility shall be identical to those of the Revolving Commitments and Revolving Loans then outstanding with a like Revolving Maturity Date, and shall be treated as a single Class with such Revolving Commitments and Revolving Loans with a like Revolving Maturity Date; provided that the aggregate amount of all upfront fees applicable to any Incremental Revolving Facility shall be as determined by the Borrower and the Incremental Lenders providing such Incremental Revolving Commitments established hereunder after Facility. (b) Each notice from the Closing Date shall not exceed $50,000,000. Each such notice Borrower pursuant to this Section 2.21 shall specify (Ai) the date on which the Borrower proposes that the Incremental Revolving Commitments Facility shall, as applicable shall be effective effective, which shall be a date not less than five (5) Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent and (Bii) the requested amount and proposed terms of the relevant Incremental Revolving Commitments being requested Commitments, as applicable (it being agreed that (x) the amount of any Incremental Revolving Commitments requested shall not be less than $10,000,000 unless otherwise agreed to by the Administrative Agent or such lesser amount represents the remaining amount of Incremental Revolving Commitments permitted under this Section 2.23, (y) any Lender approached to provide any Incremental Revolving Commitment may elect or decline, in its sole discretion, to provide such Incremental Revolving Commitment and (zy) any Person that the Borrower proposes to become an Incremental Revolving Lender Lender, must be an Eligible Assignee andconsented to (such consent not to be unreasonably withheld, solely delayed or conditioned) by the Administrative Agent and each Issuing Bank if such approval consent would be required under Section 10.6 9.4 for an assignment of Loans or Commitments Commitments, as applicable to such Lender or Incremental Lender. (c) Incremental Revolving LenderCommitments in respect of Incremental Loans shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, must be approved as appropriate, the other Loan Documents, executed (in the case of such amendment to this Agreement) by the Borrower, each Lender agreeing to provide such Commitment, if any, each Incremental Lender and the Administrative Agent. (d) Upon each increase in the Revolving Commitments pursuant to this Section 2.21, (i) each Issuing Bank Lender with a Revolving Commitment immediately prior to such increase will automatically and without further act be deemed to have assigned to each Incremental Lender in respect of such increase, and each Incremental Lender will automatically and without further act be deemed to have assumed, a portion of such Xxxxxx’s participations hereunder in outstanding Documentary Credits such that, immediately after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Documentary Credits held by each Lender with a Revolving Commitment (including each Incremental Lender) will equal the percentage of the aggregate Revolving Commitments of all Lenders with Revolving Commitments represented by such Xxxxxx’s Revolving Commitment and (ii) if, on the date of such increase, there are any Revolving Loans outstanding, such Revolving Loans shall on or prior to the effectiveness of such increase in the Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 2.17. The Administrative Agent and the Swing Line Lender Lenders hereby agree that the minimum Borrowing, pro rata Borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. (each such approval not e) This Section 2.21 shall supersede any provisions in Section 9.1 to be unreasonably withheld, conditioned or delayed))the contrary.

Incremental Revolving Facilities. (a) The Borrower may on one at any time or more occasionsfrom time to time after the Closing Date, by written notice to the Administrative Agent, request request, during the Revolving Commitment Availability Period, the establishment of Incremental Revolving Commitments by an aggregate amount not in excess of the Maximum Incremental Commitment Amount; provided that (i) (y) no Default or Event of Default shall have occurred and be continuing or would exist after giving effect thereto and (z) the conditions set forth in Section 4.2 are satisfied; (ii) on the date of the incurrence or effectiveness of such Incremental Revolving Facility (in the case of the incurrence or effectiveness of Incremental Revolving Commitments, assuming such increase has been drawn in full), the Borrower shall be in compliance, on a pro forma basis, with the financial covenants set forth in Section 6.6 recomputed as of the last day of the most recently ended fiscal quarter for which financial statements have been or were required to be delivered pursuant to Section 5.1; (iii) the Borrower shall have delivered to the Administrative Agent a certificate of a Financial Officer certifying to the effect set forth in subclauses (i) and (ii) above, together with reasonably detailed calculations demonstrating compliance with subclause (ii) above (which calculations shall, if made as of the last day of any fiscal quarter of the Borrower for which the Borrower has not delivered to the Administrative Agent the financial statements and Compliance Certificate required to be delivered by Section 5.2, be accompanied by a reasonably detailed calculation of Consolidated EBITDA of the Borrower for the relevant period); (iv) all fees or other payments owing pursuant to this Agreement or as otherwise agreed in writing to the Administrative Agent and the applicable Incremental Lenders shall have been paid; and (v) the other terms and conditions of any Incremental Revolving Facility shall be identical to those of the Revolving Commitments and Revolving Loans then outstanding with a like Revolving Maturity Date, and shall be treated as a single Class with such Revolving Commitments and Revolving Loans with a like Revolving Maturity Date; provided that the aggregate amount of all upfront fees applicable to any Incremental Revolving Facility shall be as determined by the Borrower and the Incremental Lenders providing such Incremental Revolving Commitments established hereunder after Facility. (b) Each notice from the Closing Date shall not exceed $50,000,000. Each such notice Borrower pursuant to this Section 2.21 shall specify (Ai) the date on which the Borrower proposes that the Incremental Revolving Commitments Facility shall, as applicable shall be effective effective, which shall be a date not less than five (5) Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent and (Bii) the requested amount and proposed terms of the relevant Incremental Revolving Commitments being requested Commitments, as applicable (it being agreed that (x) the amount of any Incremental Revolving Commitments requested shall not be less than $10,000,000 unless otherwise agreed to by the Administrative Agent or such lesser amount represents the remaining amount of Incremental Revolving Commitments permitted under this Section 2.23, (y) any Lender approached to provide any Incremental Revolving Commitment may elect or decline, in its sole discretion, to provide such Incremental Revolving Commitment and (zy) any Person that the Borrower proposes to become an Incremental Revolving Lender Lender, must be an Eligible Assignee andconsented to (such consent not to be unreasonably withheld, solely delayed or conditioned) by the Administrative Agent and each Issuing Bank if such approval consent would be required under Section 10.6 9.4 for an assignment of Loans or Commitments Commitments, as applicable to such Lender or Incremental Lender. (c) Incremental Revolving LenderCommitments in respect of Incremental Loans shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, must be approved as appropriate, the other Loan Documents, executed (in the case of such amendment to this Agreement) by the Borrower, each Lender agreeing to provide such Commitment, if any, each Incremental Lender and the Administrative Agent. (d) Upon each increase in the Revolving Commitments pursuant to this Section 2.21, (i) each Issuing Bank Lender with a Revolving Commitment immediately prior to such increase will automatically and without further act be deemed to have assigned to each Incremental Lender in respect of such increase, and each Incremental Lender will automatically and without further act be deemed to have assumed, a portion of such Lender’s participations hereunder in outstanding Documentary Credits such that, immediately after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Documentary Credits held by each Lender with a Revolving Commitment (including each Incremental Lender) will equal the percentage of the aggregate Revolving Commitments of all Lenders with Revolving Commitments represented by such Lender’s Revolving Commitment and (ii) if, on the date of such increase, there are any Revolving Loans outstanding, such Revolving Loans shall on or prior to the effectiveness of such increase in the Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 2.17. The Administrative Agent and the Swing Line Lender Lenders hereby agree that the minimum Borrowing, pro rata Borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. (each such approval not e) This Section 2.21 shall supersede any provisions in Section 9.1 to be unreasonably withheld, conditioned or delayed))the contrary.

Incremental Revolving Facilities. (a) The Borrower may may, at any time, on one or more occasions, by written notice occasions pursuant to the Administrative Agent, request during the Revolving an Increased Commitment Period, the establishment of Incremental Revolving Commitments provided that Supplement increase the aggregate amount of all the Revolving Commitments (the commitment of any Lender to provide such increase, an “Incremental Revolving Commitments established hereunder after the Closing Date shall Commitment” and such increase, an “Incremental Revolving Facility” and any loans made pursuant to an Incremental Revolving Facility, “Incremental Revolving Loans”) in an aggregate outstanding principal amount not to exceed $50,000,000. 750,000,000, which increase may be requested in Dollars and/or any Available Currency or Available Currencies. (b) Each such notice shall specify (A) the date on which the Borrower proposes that the Incremental Revolving Commitments Facility shall be effective and subject to the following provisions: (Bi) the amount of the each Incremental Revolving Commitments being requested Commitment must be in an aggregate amount equal to any integral multiple of $5,000,000 and not less than $25,000,000 (it being agreed provided that (x) the such amount of any Incremental Revolving Commitments requested shall not may be less than $10,000,000 unless otherwise agreed to by the Administrative Agent or 25,000,000 if such lesser amount represents the all remaining amount of availability for Incremental Revolving Commitments permitted Facilities under this Section 2.23, the limit set forth above), (yii) except as the Borrower and any Lender approached may separately agree, no Lender shall be obligated to provide any Incremental Revolving Commitment, and the determination to provide any Incremental Revolving Commitment may elect shall be within the sole discretion of such Lender (it being agreed that the Borrower shall not be obligated to offer the opportunity to any Lender to participate in any Incremental Revolving Facility), (iii) no Incremental Revolving Facility, Incremental Revolving Commitment or declineIncremental Revolving Loan (nor the creation, provision or implementation thereof) shall require the approval of any existing Lender other than in its sole discretioncapacity, if any, as a lender providing all or part of any Incremental Revolving Commitment, (iv) the terms and conditions of any Incremental Revolving Facility shall be identical to provide any tranche of existing Revolving Loans and Revolving Commitments (other than with respect to fees) and, for purposes of this Agreement and the other Loan Documents, all Revolving Loans made under any Incremental Revolving Commitment shall be deemed to be Revolving Loans, (v) to the extent applicable, any fees payable in connection with any Incremental Revolving Facility shall be determined by the Borrower and the arrangers and/or lenders providing such Incremental Revolving Commitment Facility, (vi) no Incremental Revolving Facility may be guaranteed by any Person and no Incremental Revolving Facility shall be secured, (vii) the proceeds of any Incremental Revolving Facility shall be used for working capital and/or purchase price adjustments and other general corporate purposes (including capital expenditures, acquisitions, investments and restricted payments) and any other use not prohibited by this Agreement, and (viii) (A) no Event of Default shall exist immediately prior to or after giving effect to such Incremental Revolving Facility and (zB) the representations and warranties of the Borrower set forth in the Loan Documents (other than the representations and warranties set forth in Sections 3.04(b) and 3.06) shall be true and correct in all material respects (or, in the case of any Person representation and warranty qualified by materiality, all respects) on and as of the date of the effectiveness of such Incremental Revolving Facility after giving effect to the Loans made on such date, except to the extent such representations and warranties specifically relate to any earlier date in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date (or, in the case of any representation and warranty qualified by materiality, in all respects as of such earlier date). (c) Incremental Revolving Commitments may be provided by any existing Lender, or by any other assignee permitted under Section 10.04 (any such other lender being called an “New Lender”); provided that the Borrower proposes Administrative Agent, the Swingline Lender and any Issuing Bank shall have a right to become an consent (such consent not to be unreasonably withheld or delayed) to the relevant New Lender’s provision of Incremental Revolving Lender must be an Eligible Assignee and, solely Commitments if such approval consent would be required under Section 10.6 10.04(b) for an assignment of Loans to such New Lender. (d) Each Lender or Commitments New Lender providing a portion of any Incremental Revolving Commitment shall execute and deliver to the Administrative Agent and the Borrower all such documentation (including the relevant Increased Commitment Supplement) as may be reasonably required by the Administrative Agent to evidence and effectuate such Incremental Revolving Commitment. On the effective date of such Incremental Revolving Commitment, each New Lender shall become a Lender for all purposes in connection with this Agreement. (e) On the date of effectiveness of any Incremental Revolving Facility, the maximum amount of LC Exposure and/or Swingline Loans, as applicable, permitted hereunder shall increase by an amount, if any, agreed upon by the Borrower, the Administrative Agent and the relevant Issuing Bank and/or the Swingline Lender, must as applicable. (f) The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Increased Commitment Supplement and/or any amendment to this Agreement and/or to any other Loan Document as may be approved necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower to effect the provisions of this Section 2.21. (g) This Section 2.21 shall supersede any provision in Sections 2.18 or 10.02 to the contrary. (h) Implementation of the Increase and Addition. Each increase and addition consummated under this Section 2.21 shall be effective upon the delivery of an Increased Commitment Supplement (herein so called) in the form attached hereto as Exhibit C executed by the Borrower, the Administrative Agent, each Issuing Bank Agent and the Swing Line Lender Lenders willing to increase their respective Revolving Commitments and/or the New Lenders (each such approval not to be unreasonably withheld, conditioned or delayed)if any).

Incremental Revolving Facilities. (a) The Borrower may may, at any time, on one or more occasions, by written notice occasions pursuant to the Administrative Agent, request during the Revolving an Increased Commitment Period, the establishment of Incremental Revolving Commitments provided that Supplement increase the aggregate amount of all the Revolving Commitments (the commitment of any Lender to provide such increase, an “Incremental Revolving Commitments established hereunder after the Closing Date shall Commitment” and such increase, an “Incremental Revolving Facility” and any loans made pursuant to an Incremental Revolving Facility, “Incremental Revolving Loans”) in an aggregate outstanding principal amount not to exceed $50,000,000. 1,000,000,000, which increase may be requested in Dollars and/or any Available Currency or Available Currencies. (b) Each such notice shall specify (A) the date on which the Borrower proposes that the Incremental Revolving Commitments Facility shall be effective and subject to the following provisions: (Bi) the amount of the each Incremental Revolving Commitments being requested Commitment must be in an aggregate amount equal to any integral multiple of $5,000,000 and not less than $25,000,000 (it being agreed provided that (x) the such amount of any Incremental Revolving Commitments requested shall not may be less than $10,000,000 unless otherwise agreed to by the Administrative Agent or 25,000,000 if such lesser amount represents the all remaining amount of availability for Incremental Revolving Commitments permitted Facilities under this Section 2.23, the limit set forth above), (yii) except as the Borrower and any Lender approached may separately agree, no Lender shall be obligated to provide any Incremental Revolving Commitment, and the determination to provide any Incremental Revolving Commitment may elect shall be within the sole discretion of such Lender (it being agreed that the Borrower shall not be obligated to offer the opportunity to any Lender to participate in any Incremental Revolving Facility), (iii) no Incremental Revolving Facility, Incremental Revolving Commitment or declineIncremental Revolving Loan (nor the creation, provision or implementation thereof) shall require the approval of any existing Lender other than in its sole discretioncapacity, if any, as a lender providing all or part of any Incremental Revolving Commitment, (iv) the terms and conditions of any Incremental Revolving Facility shall be identical to provide any tranche of existing Revolving Loans and Revolving Commitments (other than with respect to fees) and, for purposes of this Agreement and the other Loan Documents, all Revolving Loans made under any Incremental Revolving Commitment shall be deemed to be Revolving Loans, (v) to the extent applicable, any fees payable in connection with any Incremental Revolving Facility shall be determined by the Borrower and the arrangers and/or lenders providing such Incremental Revolving Commitment Facility, (vi) no Incremental Revolving Facility may be guaranteed by any Person and no Incremental Revolving Facility shall be secured, (vii) the proceeds of any Incremental Revolving Facility shall be used for working capital and/or purchase price adjustments and other general corporate purposes (including capital expenditures, acquisitions, investments and restricted payments) and any other use not prohibited by this Agreement, and (viii) (A) no Event of Default shall exist immediately prior to or after giving effect to such Incremental Revolving Facility and (zB) the representations and warranties of the Borrower set forth in the Loan Documents (other than the representations and warranties set forth in Sections 3.04(b) and 3.06) shall be true and correct in all material respects (or, in the case of any Person representation and warranty qualified by materiality, all respects) on and as of the date of the effectiveness of such Incremental Revolving Facility after giving effect to the Loans made on such date, except to the extent such representations and warranties specifically relate to any earlier date in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date (or, in the case of any representation and warranty qualified by materiality, in all respects as of such earlier date). (c) Incremental Revolving Commitments may be provided by any existing Lender, or by any other assignee permitted under Section 10.04 (any such other lender being called an “New Lender”); provided that the Borrower proposes Administrative Agent, the Swingline Lender and any Issuing Bank shall have a right to become an consent (such consent not to be unreasonably withheld or delayed) to the relevant New Lender’s provision of Incremental Revolving Lender must be an Eligible Assignee and, solely Commitments if such approval consent would be required under Section 10.6 10.04(b) for an assignment of Loans to such New Lender. (d) Each Lender or Commitments New Lender providing a portion of any Incremental Revolving Commitment shall execute and deliver to the Administrative Agent and the Borrower all such documentation (including the relevant Increased Commitment Supplement) as may be reasonably required by the Administrative Agent to evidence and effectuate such Incremental Revolving Commitment. On the effective date of such Incremental Revolving Commitment, each New Lender shall become a Lender for all purposes in connection with this Agreement. (e) On the date of effectiveness of any Incremental Revolving Facility, the maximum amount of LC Exposure and/or Swingline Loans, as applicable, permitted hereunder shall increase by an amount, if any, agreed upon by the Borrower, the Administrative Agent and the relevant Issuing Bank and/or the Swingline Lender, must as applicable. (f) The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Increased Commitment Supplement and/or any amendment to this Agreement and/or to any other Loan Document as may be approved necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower to effect the provisions of this Section 2.21. (g) This Section 2.21 shall supersede any provision in Sections 2.18 or 10.02 to the contrary. (h) Implementation of the Increase and Addition. Each increase and addition consummated under this Section 2.21 shall be effective upon the delivery of an Increased Commitment Supplement (herein so called) in the form attached hereto as Exhibit C executed by the Borrower, the Administrative Agent, each Issuing Bank Agent and the Swing Line Lender Lenders willing to increase their respective Revolving Commitments and/or the New Lenders (each such approval not to be unreasonably withheld, conditioned or delayed)if any).

Incremental Revolving Facilities. (a) The Borrower may may, on one or no more than five occasions, by written notice pursuant to the Administrative Agent, request during the Revolving an Increased Commitment Period, the establishment of Incremental Revolving Commitments provided that Supplement increase the aggregate amount of all the Commitments (the commitment of any Lender to provide such increase, an “Incremental Revolving Commitments established hereunder after the Closing Date shall not exceed $50,000,000. Each Commitment” and such notice shall specify (A) the date on which the Borrower proposes that the increase, an “Incremental Revolving Commitments Facility” and any loans made pursuant to an Incremental Revolving Facility, “Incremental Revolving Loans”) in an aggregate outstanding principal amount not to exceed [***], which increase shall be effective and requested in Dollars. (Bb) the amount of the Each Incremental Revolving Commitments being requested Facility shall be subject to the following provisions: (it being agreed that (xi) the amount of any each Incremental Revolving Commitments requested shall Commitment must be in an aggregate amount equal to any integral multiple of $5,000,000 and not less than $25,000,000 (provided that such amount may be less than $10,000,000 unless otherwise agreed to by the Administrative Agent or 25,000,000 if such lesser amount represents the all remaining amount of availability for Incremental Revolving Commitments permitted Facilities under this Section 2.23, the limit set forth above), (yii) except as the Borrower and any Lender approached may separately agree, no Lender shall be obligated to provide any Incremental Revolving Commitment, and the determination to provide any Incremental Revolving Commitment may elect shall be within the sole discretion of such Lender, (iii) no Incremental Revolving Facility, Incremental Revolving Commitment or declineIncremental Revolving Loan (nor the creation, provision or implementation thereof) shall require the approval of any existing Lender other than in its sole discretioncapacity, if any, as a lender providing all or part of any Incremental Revolving Commitment, (iv) the terms and conditions of any Incremental Revolving Facility shall be identical to provide the existing Revolving Loans and Commitments (other than with respect to fees) and, for purposes of this Agreement and the other Loan Documents, all Revolving Loans made under any Incremental Revolving Commitment shall be deemed to be Revolving Loans, (v) to the extent applicable, any fees payable in connection with any Incremental Revolving Facility shall be determined by the Borrower and the arrangers and/or lenders providing such Incremental Revolving Commitment and Facility, (zvi) no Incremental Revolving Facility may be guaranteed by any Person that the Borrower proposes to become an and no Incremental Revolving Lender must Facility shall be an Eligible Assignee secured, (vii) the proceeds of any Incremental Revolving Facility shall be used for general corporate purposes and any other use permitted by this Agreement, and, solely if such approval would be required under Section 10.6 for an assignment (viii) (A) no Default or Event of Loans Default shall exist immediately prior to or Commitments after giving effect to such Incremental Revolving Facility and (B) the representations and warranties of the Borrower set forth in the Loan Documents shall be true and correct in all material respects (or, in the case of any representation and warranty qualified by materiality, all respects) on and as of the date of the effectiveness of such Incremental Revolving Facility after giving effect to the Loans made on such date, except to the extent such representations and warranties specifically relate to any earlier date in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date (or, in the case of any representation and warranty qualified by materiality, in all respects as of such earlier date). (c) Incremental Revolving Commitments may be provided by any existing Lender, must be approved or by one or more new banks, financial institutions or other entities that are not Ineligible Institutions (any such other lender, a “New Lender”); provided that the Administrative Agent, each Issuing Bank and the Swing Line Lender Agent shall have a right to consent (each such approval consent not to be unreasonably withheld, conditioned withheld or delayed)) to the relevant New Lender’s provision of Incremental Revolving Commitments. (d) Each Lender or New Lender providing a portion of any Incremental Revolving Commitment shall execute and deliver to the Administrative Agent and the Borrower all such documentation (including the relevant Increased Commitment Supplement) as may be reasonably required by the Administrative Agent to evidence and effectuate such Incremental Revolving Commitment. On the effective date of such Incremental Revolving Commitment, each New Lender shall become a Lender for all purposes in connection with this Agreement. (e) The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Increased Commitment Supplement and/or any amendment to this Agreement and/or to any other Loan Document as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower to effect the provisions of this Section 2.21. (f) This Section 2.21 shall supersede any provision in Section 9.02 to the contrary. (g) Each increase and addition consummated under this Section 2.21 shall be effective upon the delivery of an Increased Commitment Supplement (herein so called) executed by the Borrower, the Administrative Agent and the Lenders willing to increase their respective Revolving Commitments and/or the New Lenders (if any).