Common use of Incremental Revolving Credit Increase Clause in Contracts

Incremental Revolving Credit Increase. (a) At any time, the Borrower may by written notice to the Administrative Agent elect to request the establishment of: one or more increases in the Revolving Credit Commitments, (an “Incremental Revolving Credit Commitment”) to make incremental revolving credit loans (any such increase, an “Incremental Revolving Credit Increase”); provided that (1) the total aggregate amount for all such Incremental Revolving Credit Commitments shall not (as of any date of incurrence thereof) exceed $500,000,000 and (2) the total aggregate amount for each Incremental Revolving Credit Commitment shall not be less than a minimum principal amount of $10,000,000 or, if less, the remaining amount permitted pursuant to the foregoing clause (1). Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that any Incremental Revolving Credit Commitment shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to Administrative Agent. The Borrower may invite any Lender, any Affiliate of any Lender and/or any Approved Fund, and/or any other Person reasonably satisfactory to the Administrative Agent and the Issuing Lender, to provide an Incremental Revolving Credit Commitment (any such Person, an “Incremental Lender”). Any Lender or any Incremental Lender offered or approached to provide all or a portion of any Incremental Revolving Credit Commitment may elect or decline, in its sole discretion, to provide such Incremental Revolving Credit Commitment. Any Incremental Revolving Credit Commitment shall become effective as of such Increased Amount Date; provided that:

Incremental Revolving Credit Increase. (a) At any timetime after the Funding Date, the any Borrower may by written notice to the Applicable Administrative Agent elect to request the establishment of: of one or more increases in one or more of the Revolving Credit Commitments, Commitments (an “Incremental Revolving Credit Commitment”) to make incremental revolving credit loans Revolving Credit Loans (any Revolving Credit Loans made pursuant to such increaseIncremental Revolving Commitments, an the “Incremental Revolving Credit Increase”); provided that (1) the total aggregate amount for all such Incremental Revolving Credit Commitments shall not (as of any date of incurrence thereof) exceed $500,000,000 200,000,000 and (2) the total aggregate amount for each Incremental Revolving Credit Commitment shall not be less than a minimum principal amount of $10,000,000 25,000,000 or, if less, the remaining amount permitted pursuant to the foregoing clause (1). Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Applicable Borrower proposes that any Incremental Revolving Credit Commitment shall be effective, which shall be a date not less than ten twenty (1020) Business Days after the date on which such notice is delivered to Administrative Agent. The Applicable Borrower may invite any Lender, any Affiliate of any Lender and/or any Approved Fund, and/or any other Person reasonably satisfactory to the Applicable Administrative Agent Agent, the Applicable Issuing Bank and the Issuing Applicable Swing Line Lender, if any, to provide an Incremental Revolving Credit Commitment (any such PersonPerson that provides an Incremental Revolving Commitment, an “Incremental Lender”). Any Lender or any Incremental Lender offered or approached to provide all or a portion of any Incremental Revolving Credit Commitment may elect or decline, in its sole discretion, to provide such Incremental Revolving Credit Commitment. Any Incremental Revolving Credit Commitment shall become effective as of such Increased Amount Date; provided that:

Incremental Revolving Credit Increase. (a) At any timetime after the Closing Date, the any Borrower may by written notice to the Applicable Administrative Agent elect to request the establishment of: of one or more increases in one or more of the Revolving Credit Commitments, Commitments (an “Incremental Revolving Credit Commitment”) to make incremental revolving credit loans Revolving Credit Loans (any Revolving Credit Loans made pursuant to such increaseIncremental Revolving Commitments, an the “Incremental Revolving Credit Increase”); provided that that, (1) the total aggregate amount for all such Incremental Revolving Credit Commitments shall not (as of any date of incurrence thereof) exceed $500,000,000 50,000,000100,000,000 and (2) the total aggregate amount for each Incremental Revolving Credit Commitment shall not be less than a minimum principal amount of $10,000,000 or, if less, the remaining amount permitted pursuant to the foregoing clause (1). Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Applicable Borrower proposes that any Incremental Revolving Credit Commitment shall be effective, which shall be a date not less than ten twenty (1020) Business Days after the date on which such notice is delivered to Administrative Agent. The Applicable Borrower may invite any Lender, any Affiliate of any Lender and/or any Approved Fund, and/or any other Person person reasonably satisfactory to the Applicable Administrative Agent Agent, the Applicable Issuing Bank and the Issuing Applicable Swing Line Lender, if any, to provide an Incremental Revolving Credit Commitment (any such Personperson that provides an Incremental Revolving Commitment, an “Incremental Lender”). Any Lender or any Incremental Lender offered or approached to provide all or a portion of any Incremental Revolving Credit Commitment may elect or decline, in its sole discretion, to provide such Incremental Revolving Credit Commitment. Any Incremental Revolving Credit Commitment shall become effective as of such Increased Amount Date; provided that:

Incremental Revolving Credit Increase. (a) At any timetime after the Closing Date, the any Borrower may by written notice to the Applicable Administrative Agent elect to request the establishment of: of one or more increases in one or more of the Revolving Credit Commitments, Commitments (an “Incremental Revolving Credit Commitment”) to make incremental revolving credit loans Revolving Credit Loans (any Revolving Credit Loans made pursuant to such increaseIncremental Revolving Commitments, an the “Incremental Revolving Credit Increase”); provided that that, (1) the total aggregate amount for all such Incremental Revolving Credit Commitments shall not (as of any date of incurrence thereof) exceed $500,000,000 50,000,000 and (2) the total aggregate amount for each Incremental Revolving Credit Commitment shall not be less than a minimum principal amount of $10,000,000 or, if less, the remaining amount permitted pursuant to the foregoing clause (1). Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Applicable Borrower proposes that any Incremental Revolving Credit Commitment shall be effective, which shall be a date not less than ten twenty (1020) Business Days after the date on which such notice is delivered to Administrative Agent. The Applicable Borrower may invite any Lender, any Affiliate of any Lender and/or any Approved Fund, and/or any other Person person reasonably satisfactory to the Applicable Administrative Agent Agent, the Applicable Issuing Bank and the Issuing Applicable Swing Line Lender, if any, to provide an Incremental Revolving Credit Commitment (any such Personperson that provides an Incremental Revolving Commitment, an “Incremental Lender”). Any Lender or any Incremental Lender offered or approached to provide all or a portion of any Incremental Revolving Credit Commitment may elect or decline, in its sole discretion, to provide such Incremental Revolving Credit Commitment. Any Incremental Revolving Credit Commitment shall become effective as of such Increased Amount Date; provided that:

Incremental Revolving Credit Increase. (a) At any timetime after the Closing Date, the any Borrower may by written notice to the Applicable Administrative Agent elect to request the establishment of: of one or more increases in one or more of the Revolving Credit Commitments, Commitments (an “Incremental Revolving Credit Commitment”) to make incremental revolving credit loans Revolving Credit Loans (any Revolving Credit Loans made pursuant to such increaseIncremental Revolving Commitments, an the “Incremental Revolving Credit Increase”); provided that that, (1) the total aggregate amount for all such Incremental Revolving Credit Commitments shall not (as of any date of incurrence thereof) exceed $500,000,000 50,000,000 and (2) the total aggregate amount for each Incremental Revolving Credit Commitment shall not be less than a minimum principal amount of $10,000,000 or, if less, the remaining amount permitted pursuant to the foregoing clause (1). Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Applicable Borrower proposes that any Incremental Revolving Credit Commitment shall be effective, which shall be a date not less than ten twenty (1020) Business Days after the date on which such notice is delivered to Administrative Agent. The Applicable Borrower may invite any Lender, any Affiliate of any Lender and/or any Approved Fund, and/or any other Person person reasonably satisfactory to the Applicable Administrative Agent Agent, the Applicable Issuing Bank and the Issuing Applicable Swing Line Lender, if any, to provide an Incremental Revolving Credit Commitment (any such Personperson that provides an Incremental Revolving Commitment, an “Incremental Lender”). Any Lender or any Incremental Lender offered or approached to provide all or a portion of any Incremental Revolving Credit Commitment may elect or decline, in its sole discretion, to provide such Incremental Revolving Credit Commitment. Any Incremental Revolving Credit Commitment shall become effective as of such Increased Amount Date; provided that:: (A) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to (1) any Incremental Revolving Commitment and (2) the making of any Incremental Revolving Credit Increase pursuant thereto; (B) the Applicable Borrower shall have delivered to the Administrative Agent (which shall promptly make such information available to the Lenders in accordance with its customary practice) a Compliance Certificate demonstrating that the Parent Borrower will be in compliance on a pro forma basis (using the criteria therefor described in Section 6.04(i)) with the Financial Covenants after giving effect to (1) any Incremental Revolving Commitment (and assuming that the Revolving Commitments (including any Incremental Revolving Commitments) are fully drawn), (2) the making of any Incremental Revolving Credit Increase pursuant thereto and (3) any Permitted Acquisition or other contemplated use of proceeds consummated in connection therewith; (C) the proceeds of any Incremental Revolving Credit Increase shall be used for ongoing working capital requirements and other general corporate purposes of the Applicable Borrower and its Subsidiaries (including Permitted Acquisitions); (D) each Incremental Revolving Commitment (and the Incremental Revolving Credit Increase made thereunder) shall constitute Obligations of the Applicable Borrower and shall be secured and guaranteed with the other Revolving Credit Loans of such Class on a pari passu basis; (E) in the case of each Incremental Revolving Commitment (the terms of which shall be set forth the relevant Lender Joinder Agreement): (1) any Incremental Revolving Credit Increase made pursuant to such Incremental Revolving Commitment shall mature on the Maturity Date, shall bear interest at the rate applicable to the Revolving Credit Loans and shall be subject to the same terms and conditions as the Revolving Credit Loans; provided that the Incremental Lenders in respect of any Incremental Revolving Commitment may receive upfront fees determined by the Applicable Administrative Agent, the applicable Incremental Lenders and the Applicable Borrower; (2) the outstanding Revolving Credit Loans and Applicable Pro Rata Percentages of Swing Line Loans and the aggregate amount available to be drawn under all applicable Letters of Credit of the applicable Class will be reallocated by the Applicable Administrative Agent on the applicable Increased Amount Date among the Applicable Lenders (including the Incremental Lenders providing such Incremental Revolving Commitment) in accordance with their revised Applicable Pro Rata Percentages (and the Revolving Lenders (including the Incremental Lenders providing such Incremental Revolving Commitment) agree to make all payments and adjustments necessary to effect such reallocation and the Applicable Borrower shall pay any and all costs required pursuant to Section 2.15 in connection with such reallocation as if such reallocation were a repayment); and (3) all of the other terms and conditions applicable to such Incremental Revolving Commitment shall, except to the extent

Incremental Revolving Credit Increase. (a) At any timetime after the Funding Date, the any Borrower may by written notice to the Applicable Administrative Agent elect to request the establishment of: of one or more increases in one or more of the Revolving Credit Commitments, Commitments (an “Incremental Revolving Credit Commitment”) to make incremental revolving credit loans Revolving Credit Loans (any Revolving Credit Loans made pursuant to such increaseIncremental Revolving Commitments, an the “Incremental Revolving Credit Increase”); provided that that, (1) the total aggregate amount for all such Incremental Revolving Credit Commitments shall not (as of any date of incurrence thereof) exceed $500,000,000 200,000,000 and (2) the total aggregate amount for each Incremental Revolving Credit Commitment shall not be less than a minimum principal amount of $10,000,000 25,000,000 or, if less, the remaining amount permitted pursuant to the foregoing clause (1). Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Applicable Borrower proposes that any Incremental Revolving Credit Commitment shall be effective, which shall be a date not less than ten twenty (1020) Business Days after the date on which such notice is delivered to Administrative Agent. The Applicable Borrower may invite any Lender, any Affiliate of any Lender and/or any Approved Fund, and/or any other Person Personperson reasonably satisfactory to the Applicable Administrative Agent Agent, the Applicable Issuing Bank and the Issuing Applicable Swing Line Lender, if any, to provide an Incremental Revolving Credit Commitment (any such PersonPersonperson that provides an Incremental Revolving Commitment, an “Incremental Lender”). Any Lender or any Incremental Lender offered or approached to provide all or a portion of any Incremental Revolving Credit Commitment may elect or decline, in its sole discretion, to provide such Incremental Revolving Credit Commitment. Any Incremental Revolving Credit Commitment shall become effective as of such Increased Amount Date; provided that:

Incremental Revolving Credit Increase. (a) At any timetime after the Original Closing Date, the any Borrower may by written notice to the Applicable Administrative Agent elect to request the establishment of: of one or more increases in one or more of the Revolving Credit Commitments, Commitments (an “Incremental Revolving Credit Commitment”) to make incremental revolving credit loans Revolving Credit Loans (any Revolving Credit Loans made pursuant to such increaseIncremental Revolving Commitments, an the “Incremental Revolving Credit Increase”); provided that that, (1) the total aggregate amount for all such Incremental Revolving Credit Commitments shall not (as of any date of incurrence thereof) exceed $500,000,000 200,000,000 and (2) the total aggregate amount for each Incremental Revolving Credit Commitment shall not be less than a minimum principal amount of $10,000,000 25,000,000 or, if less, the remaining amount permitted pursuant to the foregoing clause (1). Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Applicable Borrower proposes that any Incremental Revolving Credit Commitment shall be effective, which shall be a date not less than ten twenty (1020) Business Days after the date on which such notice is delivered to Administrative Agent. The Applicable Borrower may invite any Lender, any Affiliate of any Lender and/or any Approved Fund, and/or any other Person person reasonably satisfactory to the Applicable Administrative Agent Agent, the Applicable Issuing Bank and the Issuing Applicable Swing Line Lender, if any, to provide an Incremental Revolving Credit Commitment (any such Personperson that provides an Incremental Revolving Commitment, an “Incremental Lender”). Any Lender or any Incremental Lender offered or approached to provide all or a portion of any Incremental Revolving Credit Commitment may elect or decline, in its sole discretion, to provide such Incremental Revolving Credit Commitment. Any Incremental Revolving Credit Commitment shall become effective as of such Increased Amount Date; provided that:

Incremental Revolving Credit Increase. (a) At any timetime after the Funding Date, the any Borrower may by written notice to the Applicable Administrative Agent elect to request the establishment of: of one or more increases in one or more of the Revolving Credit Commitments, Commitments (an “Incremental Revolving Credit Commitment”) to make incremental revolving credit loans Revolving Credit Loans (any Revolving Credit Loans made pursuant to such increaseIncremental Revolving Commitments, an the “Incremental Revolving Credit Increase”); provided that that, (1) the total aggregate amount for all such Incremental Revolving Credit Commitments shall not (as of any date of incurrence thereof) exceed $500,000,000 200,000,000 and (2) the total aggregate amount for each Incremental Revolving Credit Commitment shall not be less than a minimum principal amount of $10,000,000 25,000,000 or, if less, the remaining amount permitted pursuant to the foregoing clause (1). Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Applicable Borrower proposes that any Incremental Revolving Credit Commitment shall be effective, which shall be a date not less than ten twenty (1020) Business Days after the date on which such notice is delivered to Administrative Agent. The Applicable Borrower may invite any Lender, any Affiliate of any Lender and/or any Approved Fund, and/or any other Person reasonably satisfactory to the Applicable Administrative Agent Agent, the Applicable Issuing Bank and the Issuing Applicable Swing Line Lender, if any, to provide an Incremental Revolving Credit Commitment (any such PersonPerson that provides an Incremental Revolving Commitment, an “Incremental Lender”). Any Lender or any Incremental Lender offered or approached to provide all or a portion of any Incremental Revolving Credit Commitment may elect or decline, in its sole discretion, to provide such Incremental Revolving Credit Commitment. Any Incremental Revolving Credit Commitment shall become effective as of such Increased Amount Date; provided that:

Incremental Revolving Credit Increase. (a) At any time, the Borrower may by written notice to the Administrative Agent elect to request the establishment of: of one or more increases in the Revolving Credit CommitmentsCommitments (any such increase, (an “Incremental Revolving Credit Commitment”) to make incremental revolving credit loans (any such increase, an “Incremental under the Revolving Credit Increase”)Facility; provided that (1) the total aggregate principal amount for all such Incremental Revolving Credit Commitments shall not (as of any date of incurrence thereof) exceed $500,000,000 150,000,000 and (2) the total aggregate amount for each Incremental Revolving Credit Commitment shall not be less than a minimum principal amount of $10,000,000 or, if less, the remaining amount permitted pursuant to the foregoing clause (1)25,000,000. Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that any Incremental Revolving Credit Commitment shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to Administrative Agent. The Borrower may invite any Lender, any Affiliate of any Lender and/or any Approved Fund, and/or any other Person reasonably satisfactory to the Administrative Agent and the Issuing LenderPerson, to provide an Incremental Revolving Credit Commitment (any such Person, an “Incremental Lender”). Any Lender or any proposed Incremental Lender offered or approached to provide all or a portion of any Incremental Revolving Credit Commitment may elect or decline, in its sole discretion, to provide such Incremental Revolving Credit Commitment. Any Incremental Revolving Credit Commitment shall become effective as of such Increased Amount Date; provided that:

Incremental Revolving Credit Increase. (a) At any timetime after the Closing Date, the any Borrower may by written notice to the Applicable Administrative Agent elect to request the establishment of: of one or more increases in one or more of the Revolving Credit Commitments, Commitments (an “Incremental Revolving Credit Commitment”) to make incremental revolving credit loans Revolving Credit Loans (any Revolving Credit Loans made pursuant to such increaseIncremental Revolving Commitments, an the “Incremental Revolving Credit Increase”); provided that that, (1) the total aggregate amount for all such Incremental Revolving Credit Commitments shall not (as of any date of incurrence thereof) exceed $500,000,000 50,000,000 and (2) the total aggregate amount for each Incremental Revolving Credit Commitment shall not be less than a minimum principal amount of $10,000,000 or, if less, the remaining amount permitted pursuant to the foregoing clause (1). Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Applicable Borrower proposes that any Incremental Revolving Credit Commitment shall be effective, which shall be a date not less than ten twenty (1020) Business Days after the date on which such notice is delivered to Administrative Agent. The Applicable Borrower may invite any Lender, any Affiliate of any Lender and/or any Approved Fund, and/or any other Person person reasonably satisfactory to the Applicable Administrative Agent Agent, the Applicable Issuing Bank and the Issuing Applicable Swing Line Lender, if any, to provide an Incremental Revolving Credit Commitment (any such Personperson that provides an Incremental Revolving Commitment, an “Incremental Lender”). Any Lender or any Incremental Lender offered or approached to provide all or a portion of any Incremental Revolving Credit Commitment may elect or decline, in its sole discretion, to provide such Incremental Revolving Credit Commitment. Any Incremental Revolving Credit Commitment shall become effective as of such Increased Amount Date; provided that:: (A) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to (1) any Incremental Revolving Commitment and (2) the making of any Incremental Revolving Credit Increase pursuant thereto; (B) the Applicable Borrower shall have delivered to the Administrative Agent (which shall promptly make such information available to the Lenders in accordance with its customary practice) a Compliance Certificate demonstrating that the Parent Borrower will be in compliance on a pro forma basis (using the criteria therefor described in Section 6.04(i)) with the Financial 102 US-DOCS\125501258.12 Covenants after giving effect to (1) any Incremental Revolving Commitment (and assuming that the Revolving Commitments (including any Incremental Revolving Commitments) are fully drawn), (2) the making of any Incremental Revolving Credit Increase pursuant thereto and (3) any Permitted Acquisition or other contemplated use of proceeds consummated in connection therewith; (C) the proceeds of any Incremental Revolving Credit Increase shall be used for ongoing working capital requirements and other general corporate purposes of the Applicable Borrower and its Subsidiaries (including Permitted Acquisitions); (D) each Incremental Revolving Commitment (and the Incremental Revolving Credit Increase made thereunder) shall constitute Obligations of the Applicable Borrower and shall be secured and guaranteed with the other Revolving Credit Loans of such Class on a pari passu basis; (E) in the case of each Incremental Revolving Commitment (the terms of which shall be set forth the relevant Lender Joinder Agreement): (1) any Incremental Revolving Credit Increase made pursuant to such Incremental Revolving Commitment shall mature on the Maturity Date, shall bear interest at the rate applicable to the Revolving Credit Loans and shall be subject to the same terms and conditions as the Revolving Credit Loans; provided that the Incremental Lenders in respect of any Incremental Revolving Commitment may receive upfront fees determined by the Applicable Administrative Agent, the applicable Incremental Lenders and the Applicable Borrower; (2) the outstanding Revolving Credit Loans and Applicable Pro Rata Percentages of Swing Line Loans and the aggregate amount available to be drawn under all applicable Letters of Credit of the applicable Class will be reallocated by the Applicable Administrative Agent on the applicable Increased Amount Date among the Applicable Lenders (including the Incremental Lenders providing such Incremental Revolving Commitment) in accordance with their revised Applicable Pro Rata Percentages (and the Revolving Lenders (including the Incremental Lenders providing such Incremental Revolving Commitment) agree to make all payments and adjustments necessary to effect such reallocation and the Applicable Borrower shall pay any and all costs required pursuant to Section 2.15 in connection with such reallocation as if such reallocation were a repayment); and (3) all of the other terms and conditions applicable to such Incremental Revolving Commitment shall, except to the extent otherwise provided in this Section 2.25, be identical to the terms and conditions applicable to the U.S. Revolving Credit Facility, the Canadian

Incremental Revolving Credit Increase. (a) At any time, the Borrower may by written notice to the Administrative Agent elect to request the establishment of: one or more increases in the Revolving Credit Commitments, (an “Incremental Revolving Credit Commitment”) to make incremental revolving credit loans (any such increase, an “Incremental Revolving Credit Increase”); provided that (1) the total aggregate amount for all such Incremental Revolving Credit Commitments shall not (as of any date of incurrence thereof) exceed $500,000,000 and (2) the total aggregate amount for each Incremental Revolving Credit Commitment shall not be less than a minimum principal amount of $10,000,000 or, if less, the remaining amount permitted pursuant to the foregoing clause (1). Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that any Incremental Revolving Credit Commitment shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to Administrative Agent. The Borrower may invite any Lender, any Affiliate of any Lender and/or any Approved Fund, and/or any other Person reasonably satisfactory to the Administrative Agent and the Issuing Lender, to provide an a Incremental Revolving Credit Commitment (any such Person, an “Incremental Lender”). Any Lender or any Incremental Lender offered or approached to provide all or a portion of any Incremental Revolving Credit Commitment may elect or decline, in its sole discretion, to provide such Incremental Revolving Credit Commitment. Any Incremental Revolving Credit Commitment shall become effective as of such Increased Amount Date; provided that:

Incremental Revolving Credit Increase. (a) At any time, the Borrower may by written notice to the Administrative Agent elect to request the establishment of: one or more increases in the Revolving Credit Commitments, (an “Incremental Revolving Credit Commitment”) to make incremental revolving credit loans (any such increase, an “Incremental Revolving Credit Increase”); provided that (1) the total aggregate amount for all such Incremental Revolving Credit Commitments shall not (as of any date of incurrence thereof) exceed $500,000,000 250,000,000 and (2) the total aggregate amount for each Incremental Revolving Credit Commitment shall not be less than a minimum principal amount of $10,000,000 or, if less, the remaining amount permitted pursuant to the foregoing clause (1). Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that any Incremental Revolving Credit Commitment shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to Administrative Agent. The Borrower may invite any Lender, any Affiliate of any Lender and/or any Approved Fund, and/or any other Person reasonably satisfactory to the Administrative Agent and the Issuing Lender, to provide an a Incremental Revolving Credit Commitment (any such Person, an “Incremental Lender”). Any Lender or any Incremental Lender offered or approached to provide all or a portion of any Incremental Revolving Credit Commitment may elect or decline, in its sole discretion, to provide such Incremental Revolving Credit Commitment. Any Incremental Revolving Credit Commitment shall become effective as of such Increased Amount Date; provided that:

Incremental Revolving Credit Increase. (a) At any time, the Borrower may by written notice to the Administrative Agent Lender elect to request the establishment of: one or more increases in the Revolving Credit Commitments, (an “Incremental Revolving Credit Commitment”) to make incremental revolving credit loans (any such increase, an “Incremental Revolving Credit Increase”); provided that (1a) the total aggregate amount for all such Incremental Revolving Credit Commitments shall not (as of any date of incurrence thereof) exceed $500,000,000 and (2b) the total aggregate amount for each Incremental Revolving Credit Commitment shall not be less than a minimum principal amount of $10,000,000 or, if less, the remaining amount permitted pursuant to the foregoing clause (1a). Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that any Incremental Revolving Credit Commitment shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to Administrative AgentLender (or such earlier date as is agreed by the Lender). The Borrower may invite any Lender, any Affiliate of any Lender and/or any Approved Fund, and/or any other Person reasonably satisfactory to the Administrative Agent and the Issuing Lender, to provide an Incremental Revolving Credit Commitment (any such Person, an “Incremental Lender”). Any Lender or any Incremental Lender offered or approached to provide all or a portion of any Incremental Revolving Credit Commitment may elect or decline, in its sole discretion, to provide such Incremental Revolving Credit Commitment. Any Incremental Revolving Credit Commitment shall become effective as of such Increased Amount Date; provided that: