Common use of Borrower’s Request Clause in Contracts

Borrower’s Request. Subject to the terms and conditions of this Agreement, Borrowers may, during the Availability Period, on one or more occasions, by written notice to Administrative Agent (which shall promptly notify each Lender), elect to enter into an Incremental Facility Amendment and request additional commitments to make Advances hereunder in an amount not in excess of the Incremental Cap (such requested additional commitments, “Proposed Incremental Commitments”). Except as Borrowers and any Lender may separately agree, no Lender shall be obligated to provide any Proposed Incremental Commitment, and the determination to provide any Proposed Incremental Commitment shall be within the sole and absolute discretion of each Lender and shall be binding on any Lender only upon execution of the relevant Incremental Facility Amendment. Borrowers shall be obligated to offer the opportunity to each existing Lender to participate in any Proposed Incremental Commitment, in an amount up to each such existing Lender’s Incremental Commitment Percentage multiplied by the amount of such Proposed Incremental Commitment, before making any offer to any prospective Additional Lender to participate in such Proposed Incremental Commitment, and to hold such offer to each existing Lender open for a period of ten (10) Business Days. If Lenders decline to participate in such Proposed Incremental Commitment sufficient in the aggregate to achieve the full amount of such Proposed Incremental Commitment (it being understood that Lenders may elect to participate in only a portion of such Proposed Incremental Commitment), then Borrowers may establish Commitments for new Lenders in an amount up to the Proposed Incremental Commitment after taking into account any portion of the Proposed Incremental Commitment in which Lenders elected to participate, provided that each new Lender (1) is (a) an Approved Lender, (b) an Affiliate of any Lender (other than a special purpose vehicle, securitization vehicle or other similar Person) or (c) an Approved Fund of any Lender, (2) is not a natural person, a Borrower or an of Affiliate of a Borrower and (3) makes the Purchaser Representations for the benefit of each existing Lender (any such new Lender, an “Additional Lender”). Each existing Lender or Additional Lender providing a portion of any Incremental Commitment shall execute and deliver to Administrative Agent and Borrowers all such documentation (including the relevant Incremental Facility Amendment) as may be reasonably required by Administrative Agent to evidence and effectuate such Incremental Commitment, and Administrative Agent shall update Schedule I hereto to that effect. On the effective date of such Incremental Commitment, the Additional Lenders shall become Lenders for all purposes in connection with this Agreement.

Borrower’s Request. Subject to the terms and conditions of this Agreementset forth herein, the Borrowers may, during the Availability Period, on one or more occasions, may by written notice to the Administrative Agent (which shall promptly notify Agent, and with the consent of each Lender)Issuing Bank, elect to enter into request at any time and from time to time (but not more than twice in any calendar year) prior to the Maturity Date an increase to the aggregate Commitments (each such increase, a “Commitment Increase”, and each additional commitment provided pursuant to a Commitment Increase, an “Incremental Facility Amendment and request additional commitments to make Advances hereunder in an Commitment”); provided that the aggregate amount of (x) all Incremental Commitments provided after the Effective Date under this Agreement shall not in excess of the Incremental Cap exceed $25,000,000 (such requested additional commitmentsamount, the “Proposed Incremental CommitmentsCommitment Cap”). Except as Each such notice shall specify (i) the date on which the Borrowers and any Lender may separately agree, no Lender propose that the applicable Incremental Commitments shall be obligated to provide any Proposed Incremental Commitmenteffective, and the determination to provide any Proposed Incremental Commitment which shall be within the sole and absolute discretion of each Lender and shall be binding on any Lender only upon execution of the relevant Incremental Facility Amendment. Borrowers shall be obligated to offer the opportunity to each existing Lender to participate in any Proposed Incremental Commitment, in an amount up to each such existing Lender’s Incremental Commitment Percentage multiplied by the amount of such Proposed Incremental Commitment, before making any offer to any prospective Additional Lender to participate in such Proposed Incremental Commitment, and to hold such offer to each existing Lender open for a period of date not less than ten (10) Business Days. If Lenders decline Days (or such shorter period as may be agreed by the Administrative Agent) after the date on which such notice is delivered to participate in the Administrative Agent and (ii) the identity of each Person to whom the Borrowers propose any portion of such Proposed Incremental Commitments be allocated and the amounts of such allocations; provided that (A) any existing Lender approached to provide an Incremental Commitment sufficient may elect or decline, in the aggregate its sole discretion, to achieve the full amount of provide such Proposed Incremental Commitment (it being understood that Lenders may elect any existing Lender electing to participate in only a portion of such Proposed provide an Incremental Commitment, an “Increasing Lender”), then Borrowers may establish Commitments for new Lenders in (B) any Person approached to provide an amount up to the Proposed Incremental Commitment after taking into account that is not already a Lender shall meet the requirements to be an assignee under Section 11.05(b) (subject to such consents, if any, as may be required under Section 11.05(b)) and shall deliver all applicable forms and documents required by clauses (D), (E), (F) and (H) of Section 11.05(b)(ii) (any such Person agreeing to provide all or any portion of the Proposed an Incremental Commitment in which Lenders elected to participate, provided that each new Lender (1) is (a) an Approved Lender, (b) an Affiliate of any Lender (other than a special purpose vehicle, securitization vehicle or other similar Person) or (c) an Approved Fund of any Lender, (2) is not already a natural person, a Borrower or an of Affiliate of a Borrower and (3) makes the Purchaser Representations for the benefit of each existing Lender (any such new Lender, an “Additional Lender”). Each existing , (C) if any Increasing Lender or Additional Lender is providing a portion of any Incremental Commitment shall execute and deliver to Administrative Agent and Borrowers all such documentation (including the relevant Incremental Facility Amendment) as may be reasonably required by Administrative Agent to evidence and effectuate such an Incremental Commitment, then the Borrowers and Administrative Agent such Increasing Lender shall update Schedule I hereto to that effect. On the effective date of such execute an Increasing Lender Supplement, and (D) if any Additional Lender is providing an Incremental Commitment, then the Borrowers and such Additional Lenders Lender shall become Lenders for execute an Additional Lender Supplement. Each Commitment Increase shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof (provided that the amount of a Commitment Increase may be less than $5,000,000 if such amount represents all purposes in connection with this Agreementremaining availability under the Incremental Commitment Cap).

Borrower’s Request. Subject to the terms and conditions of this Agreement, The Borrowers may, during the Availability Period, on one or more occasions, may by written notice to the Administrative Agent (which shall promptly notify and each Lender), Lender elect to enter into an Incremental Facility Amendment and request additional commitments prior to make Advances hereunder in the Maturity Date, one or more increases to the existing Revolving Commitments by an amount not in excess of $500,000,000 in the aggregate, each in a minimum amount of $25,000,000 (and increments of $1,000,000 above that minimum) (each such increase, an “Incremental Cap (such requested additional commitments, “Proposed Incremental CommitmentsRevolving Commitment”). Except as Such notice shall specify the date on which the Borrowers and any Lender may separately agree, no Lender propose that the Incremental Revolving Commitments shall be obligated to provide any Proposed Incremental Commitmenteffective (each, an “Increase Effective Date”), and the determination time period within which each Lender is requested to provide any Proposed Incremental Commitment respond, which in each case shall be within the sole and absolute discretion of each Lender and shall be binding on any Lender only upon execution of the relevant Incremental Facility Amendment. Borrowers shall be obligated to offer the opportunity to each existing Lender to participate in any Proposed Incremental Commitment, in an amount up to each such existing Lender’s Incremental Commitment Percentage multiplied by the amount of such Proposed Incremental Commitment, before making any offer to any prospective Additional Lender to participate in such Proposed Incremental Commitment, and to hold such offer to each existing Lender open for a period of date not less than ten (10) Business DaysDays after the date on which such notice is delivered to the Administrative Agent and the Lenders of the applicable Class. Each Lender of such Class (other than Lenders subject to replacement pursuant to Section 2.16 or a Defaulting Lender) in its sole and absolute discretion may notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Percentage of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Administrative Borrower and each Lender of such Class of the Lenders’ responses to each request made hereunder. If the existing Lenders decline do not agree to participate in such Proposed Incremental Commitment sufficient in the aggregate to achieve the full amount of such Proposed a requested Incremental Commitment Revolving Commitment, the Administrative Borrower may then invite a Lender or any Lenders to increase their Commitments or invite additional financial institutions (it being understood that Lenders may elect to participate in only a portion of such Proposed Incremental Commitment), then Borrowers may establish Commitments for new Lenders in an amount up to the Proposed Incremental Commitment after taking into account any portion of the Proposed Incremental Commitment in which Lenders elected to participate, provided that each new Lender (1) is (a) an Approved Lender, (b) an Affiliate of any Lender (other than a special purpose vehicle, securitization vehicle or other similar Person) or (c) an Approved Fund of any Lender, (2) is not a natural person, a Borrower or an of Affiliate of a Borrower and (3) makes the Purchaser Representations for the benefit of each existing Lender (any such new Lendereach, an “Additional Lender”). Each existing Lender or Additional Lender providing a portion of any Incremental Commitment shall execute and deliver ) (reasonably satisfactory to Administrative Agent and Borrowers all such documentation solely to the extent permitted by Section 11.04 (including the relevant Incremental Facility AmendmentSection 11.04(h)) as may be reasonably required by Administrative Agent and each other applicable requirement hereof, including Sections 2.21 and 5.15) to evidence and effectuate such Incremental Commitment, and Administrative Agent shall update Schedule I hereto to that effect. On the effective date of such Incremental Commitment, the Additional Lenders shall become Lenders for all purposes in connection with this Agreementand provide Incremental Revolving Commitments pursuant to an Increase Joinder.

Borrower’s Request. Subject Administrative Agent shall have received, (i) with respect to a request by Borrower for a Base Rate Loan, by no later than 11:00 a.m. (Chicago time) on the day on which such Loan is requested to be made hereunder, a telephonic request from any Person who Administrative Agent reasonably believes is authorized by Borrower to make a borrowing request on behalf of Borrower, for a Loan in a specific amount, and (ii) with respect to a request by Borrower for a Libor Loan, by no later than 1:00 p.m. (Chicago time) two (2) Business Days prior to the terms and conditions day on which a Libor Loan is requested, the Borrowing Notice required under Section 2.13 hereof. Administrative Agent shall have received by no later than 11:00 a.m. (Chicago time) on the Business Day that is at least two (2) Business Days prior to the date a Letter of this AgreementCredit is to be issued a telephonic request from any Person who Administrative Agent reasonably believes is authorized by Borrower to make such request on behalf of Borrower, Borrowers mayfor a Letter of Credit in a specific amount. In addition, during each request for a Loan or the Availability Period, on one issuance of a Letter of Credit shall be accompanied or more occasions, preceded by written notice all other documents not previously delivered as required to be delivered to Administrative Agent under Section 5.2 hereof, and a fully-completed Collateral Report signed on behalf of Borrower by a Duly Authorized Officer, in form and substance reasonably satisfactory to Administrative Agent. Administrative Agent shall have no liability to Borrower or any other Person as a result of acting on any telephonic request that Administrative Agent believes in good faith to have been made by any Person authorized by Borrower to make a borrowing request or a request for the issuance of a Letter of Credit on behalf of Borrower. Promptly upon receipt of such borrowing request, Administrative Agent will advise each Lender thereof. Not later than 1:00 p.m. (which shall promptly notify each LenderChicago time), elect to enter into an Incremental Facility Amendment and request additional commitments to make Advances hereunder in an amount not in excess on the date of the Incremental Cap (such requested additional commitmentsa proposed borrowing of a Loan, “Proposed Incremental Commitments”). Except as Borrowers and any Lender may separately agree, no each Lender shall be obligated to provide any Proposed Incremental Commitment, and Administrative Agent at the determination to provide any Proposed Incremental Commitment shall be within the sole and absolute discretion of each Lender and shall be binding on any Lender only upon execution of the relevant Incremental Facility Amendment. Borrowers shall be obligated to offer the opportunity to each existing Lender to participate in any Proposed Incremental Commitment, in an amount up to each office specified by Administrative Agent with immediately available funds covering such existing Lender’s Incremental Commitment Percentage multiplied by the amount Pro Rata Share of such Proposed Incremental Commitmentborrowing and, before making any offer to any prospective Additional Lender to participate in such Proposed Incremental Commitment, and to hold such offer to each existing Lender open for a period of ten (10) Business Days. If Lenders decline to participate in such Proposed Incremental Commitment sufficient in the aggregate to achieve the full amount of such Proposed Incremental Commitment (it being understood that Lenders may elect to participate in only a portion of such Proposed Incremental Commitment), then Borrowers may establish Commitments for new Lenders in an amount up to the Proposed Incremental Commitment after taking into account any portion of the Proposed Incremental Commitment in which Lenders elected to participate, provided that each new Lender (1) is (a) an Approved Lender, (b) an Affiliate of any Lender (other than a special purpose vehicle, securitization vehicle or other similar Person) or (c) an Approved Fund of any Lender, (2) is not a natural person, a Borrower or an of Affiliate of a Borrower and (3) makes the Purchaser Representations for the benefit of each existing Lender (any such new Lender, an “Additional Lender”). Each existing Lender or Additional Lender providing a portion of any Incremental Commitment shall execute and deliver to so long as Administrative Agent and Borrowers all has not received written notice that the conditions precedent set forth in Section 5 with respect to such documentation (including borrowing have not been satisfied, Administrative Agent shall pay over the relevant Incremental Facility Amendment) as may be reasonably required funds received by Administrative Agent to evidence and effectuate such Incremental Commitment, and Administrative Agent shall update Schedule I hereto to that effect. On Borrower on the effective date of such Incremental Commitment, the Additional Lenders shall become Lenders for all purposes in connection with this Agreementrequested borrowing date.

Borrower’s Request. Subject to the terms and conditions of this Agreementset forth herein, the Borrowers may, during the Availability Period, on one or more occasions, by written notice to the Administrative Agent (which shall promptly notify Agent, and, with respect to any Incremental Increase to be provided by an Additional Lender, with the consent of each Lender)Issuing Bank, elect to enter into an Incremental Facility Amendment request at any time and request additional commitments from time to make Advances hereunder time (but not more than three times in an amount not any calendar year, or, in excess the case of the calendar year ending December 31, 2024, not more than three times following the Sixth Amendment Effective Date) on or after the Fourth Amendment Effective Date but prior to the Maturity Date an increase to the aggregate Performance LC Commitments and/or the Revolving Credit Commitments (each such increase, an “Incremental Cap Increase”; each additional commitment provided in respect of the Performance LC Commitments pursuant to such Incremental Increase, an “Incremental Performance LC Commitment”; and each additional commitment provided in respect of the Revolving Credit Commitments, an “Incremental Revolving Credit Commitment”); provided that (i)after giving effect to all such Incremental Increases, the Aggregate Commitments shall not exceed $1,000,000,000 (the incremental availability under this proviso being the “Available Incremental Amount”)the aggregate amount of all Incremental Increases provided on or after the Fourth Amendment Effective Date under this Agreement shall not exceed $200,000,000 (such requested additional commitmentsamount, the “Proposed Incremental CommitmentsIncrease Cap”). Except as Borrowers ; (ii) the aggregate amount of Incremental Performance LC Commitments that may be requested to be provided on the Fourth Amendment Effective Date shall not exceed $50,000,000; and any Lender may separately agree, (iii) no Lender Incremental Revolving Credit Commitments shall be obligated made available to provide the Borrowers until the aggregate outstanding principal amount of the Senior Secured Notes or any Proposed Permitted Refinancing Indebtedness in respect thereof (other than such Permitted Refinancing Indebtedness that is unsecured) is less than or equal to $200,000,000. Each such notice shall specify (A) the date on which the Borrowers propose that the applicable Incremental Commitment, and the determination to provide any Proposed Incremental Commitment Increase shall be within the sole and absolute discretion of each Lender and effective, which shall be binding on any Lender only upon execution of the relevant Incremental Facility Amendment. Borrowers shall be obligated to offer the opportunity to each existing Lender to participate in any Proposed Incremental Commitment, in an amount up to each such existing Lender’s Incremental Commitment Percentage multiplied by the amount of such Proposed Incremental Commitment, before making any offer to any prospective Additional Lender to participate in such Proposed Incremental Commitment, and to hold such offer to each existing Lender open for a period of date not less than ten (10) Business Days. If Lenders decline Days (or such shorter period as may be agreed by the Administrative Agent) after the date on which such notice is delivered to participate in such Proposed Incremental Commitment sufficient in the aggregate Administrative Agent and (B) the identity of each Person to achieve whom the full amount of such Proposed Incremental Commitment (it being understood that Lenders may elect to participate in only a Borrowers propose any portion of such Proposed Incremental Commitment), then Borrowers may establish Commitments for new Lenders in an Increase be allocated and the amount up to the Proposed Incremental Commitment after taking into account any portion of the Proposed corresponding Incremental Performance LC Commitment in which Lenders elected to participateand/or Incremental Revolving Credit Commitment of such Person; provided, provided further, that each new Lender (1) is any existing Lender approached to provide an Incremental Increase may elect or decline, in its sole discretion, to provide such Incremental Increase (a) any existing Lender electing to provide an Approved Incremental Increase, an “Increasing Lender, (b) an Affiliate of any Lender (other than a special purpose vehicle, securitization vehicle or other similar Person) or (c) an Approved Fund of any Lender”), (2) any Person approached to provide an Incremental Increase that is not already a natural personLender shall meet the requirements to be an assignee under Section 12.05(b) (subject to such consents, a Borrower or an of Affiliate of a Borrower if any, as may be required under Section 12.05(b)) and shall deliver all applicable forms and documents required by clauses (D), (E), (F) and (3H) makes the Purchaser Representations for the benefit of each existing Lender Section 12.05(b)(ii) (any such new Person agreeing to provide all or any portion of an Incremental Increase that is not already a Lender, an “Additional Lender”), (3) if any Increasing Lender is providing an Incremental Increase, then the Borrowers and such Increasing Lender shall execute an Increasing Lender Supplement, and (D) if any Additional Lender is providing an Incremental Increase, then the Borrowers and such Additional Lender shall execute an Additional Lender Supplement. Each existing Lender Incremental Increase shall be in an aggregate amount of $5,000,000 or Additional Lender providing a portion any whole multiple of any Incremental Commitment shall execute and deliver to $1,000,000 in excess thereof unless otherwise agreed by the Administrative Agent and the Borrowers all such documentation (including provided that the relevant amount of an Incremental Facility Amendment) as Increase may be reasonably required by Administrative Agent to evidence and effectuate less than $5,000,000 if such amount represents the all remaining availability under the Available Incremental Commitment, and Administrative Agent shall update Schedule I hereto to that effect. On the effective date of such Amountthe Incremental Commitment, the Additional Lenders shall become Lenders for all purposes in connection with this AgreementIncrease Cap).

Borrower’s Request. Subject to the terms and conditions of this Agreementset forth herein, the Borrowers may, during the Availability Period, on one or more occasions, may by written notice to the Administrative Agent (which shall promptly notify each Lender), elect to enter into request at any time and from time to time (but not more than twice in any calendar year) prior to the Extended Maturity Date an increase to the aggregate Extended Commitments (each such increase, a “Commitment Increase”, and each additional commitment provided pursuant to a Commitment Increase, an “Incremental Facility Commitment”); provided that the aggregate amount of all Incremental Commitments provided on or after the Amendment and request additional commitments to make Advances hereunder in an amount No. 1 Effective Date shall not in excess of the Incremental Cap exceed $250,000,000 (such requested additional commitmentsamount, the “Proposed Incremental CommitmentsCommitment Cap”). Except as Each such notice shall specify (i) the date on which the Borrowers and any Lender may separately agree, no Lender propose that the applicable Incremental Commitments shall be obligated to provide any Proposed Incremental Commitmenteffective, and the determination to provide any Proposed Incremental Commitment which shall be within the sole and absolute discretion of each Lender and shall be binding on any Lender only upon execution of the relevant Incremental Facility Amendment. Borrowers shall be obligated to offer the opportunity to each existing Lender to participate in any Proposed Incremental Commitment, in an amount up to each such existing Lender’s Incremental Commitment Percentage multiplied by the amount of such Proposed Incremental Commitment, before making any offer to any prospective Additional Lender to participate in such Proposed Incremental Commitment, and to hold such offer to each existing Lender open for a period of date not less than ten (10) Business Days. If Lenders decline Days (or such shorter period as may be agreed by the Administrative Agent) after the date on which such notice is delivered to participate in the Administrative Agent and (ii) the identity of each Person to whom the Borrowers propose any portion of such Proposed Incremental Commitments be allocated and the amounts of such allocations; provided that (A) any existing Lender approached to provide an Incremental Commitment sufficient may elect or decline, in the aggregate its sole discretion, to achieve the full amount of provide such Proposed Incremental Commitment (it being understood that Lenders may elect any existing Lender electing to participate in only a portion of such Proposed provide an Incremental Commitment, an “Increasing Lender”), then Borrowers may establish Commitments for new Lenders in (B) any Person approached to provide an amount up to the Proposed Incremental Commitment after taking into account that is not already a Lender shall meet the requirements to be an assignee under Section 11.05(b) (subject to such consents, if any, as may be required under Section 11.05(b)) and shall deliver all applicable forms and documents required by clauses (D), (E), (F) and (H) of Section 11.05(b)(ii) (any such Person agreeing to provide all or any portion of the Proposed an Incremental Commitment in which Lenders elected to participate, provided that each new Lender (1) is (a) an Approved Lender, (b) an Affiliate of any Lender (other than a special purpose vehicle, securitization vehicle or other similar Person) or (c) an Approved Fund of any Lender, (2) is not already a natural person, a Borrower or an of Affiliate of a Borrower and (3) makes the Purchaser Representations for the benefit of each existing Lender (any such new Lender, an “Additional Lender”). Each existing , (C) if any Increasing Lender or Additional Lender is providing a portion of any Incremental Commitment shall execute and deliver to Administrative Agent and Borrowers all such documentation (including the relevant Incremental Facility Amendment) as may be reasonably required by Administrative Agent to evidence and effectuate such an Incremental Commitment, then the Borrowers and Administrative Agent such Increasing Lender shall update Schedule I hereto to that effect. On the effective date of such execute an Increasing Lender Supplement and (D) if any Additional Lender is providing an Incremental Commitment, then (1) the Borrowers and such Additional Lenders Lender shall become Lenders for execute an Additional Lender Supplement and (2) immediately prior to giving effect to the Commitment Increase on the relevant Increase Effective Date, the Extended Lenders’ Commitments shall be reduced in accordance with the provisions of Section 2.06(b)(ii). Each Commitment Increase shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof (provided that the amount of a Commitment Increase may be less than $10,000,000 if such amount represents all purposes in connection with this Agreementremaining availability under the Incremental Commitment Cap).

Borrower’s Request. Subject to the terms and conditions of this Agreementset forth herein, the Borrowers may, during the Availability Period, on one or more occasions, may by written notice to the Administrative Agent (which shall promptly notify each Lender), elect to enter into request at any time and from time to time (but not more than twice in any calendar year) prior to the Extended Maturity Date an increase to the aggregate Extended Commitments (each such increase, a “Commitment Increase”, and each additional commitment provided pursuant to a Commitment Increase, an “Incremental Commitment”); provided that the aggregate amount of (x) all Incremental Commitments provided after the Amendment No. 3 Effective Date under this Agreement and (y) all 364-Day Revolving Credit Incremental Commitments provided after the Amendment No. 3 Effective Date under the 364-Day Revolving Credit Facility Amendment and request additional commitments to make Advances hereunder in an amount shall not in excess of the Incremental Cap exceed $250,000,000 (such requested additional commitmentsamount, the “Proposed Incremental CommitmentsCommitment Cap”). Except as Each such notice shall specify (i) the date on which the Borrowers and any Lender may separately agree, no Lender propose that the applicable Incremental Commitments shall be obligated to provide any Proposed Incremental Commitmenteffective, and the determination to provide any Proposed Incremental Commitment which shall be within the sole and absolute discretion of each Lender and shall be binding on any Lender only upon execution of the relevant Incremental Facility Amendment. Borrowers shall be obligated to offer the opportunity to each existing Lender to participate in any Proposed Incremental Commitment, in an amount up to each such existing Lender’s Incremental Commitment Percentage multiplied by the amount of such Proposed Incremental Commitment, before making any offer to any prospective Additional Lender to participate in such Proposed Incremental Commitment, and to hold such offer to each existing Lender open for a period of date not less than ten (10) Business Days. If Lenders decline Days (or such shorter period as may be agreed by the Administrative Agent) after the date on which such notice is delivered to participate in the Administrative Agent and (ii) the identity of each Person to whom the Borrowers propose any portion of such Proposed Incremental Commitments be allocated and the amounts of such allocations; provided that (A) any existing Lender approached to provide an Incremental Commitment sufficient may elect or decline, in the aggregate its sole discretion, to achieve the full amount of provide such Proposed Incremental Commitment (it being understood that Lenders may elect any existing Lender electing to participate in only a portion of such Proposed provide an Incremental Commitment, an “Increasing Lender”), then Borrowers may establish Commitments for new Lenders in (B) any Person approached to provide an amount up to the Proposed Incremental Commitment after taking into account that is not already a Lender shall meet the requirements to be an assignee under Section 11.05(b) (subject to such consents, if any, as may be required under Section 11.05(b)) and shall deliver all applicable forms and documents required by clauses (D), (E), (F) and (H) of Section 11.05(b)(ii) (any such Person agreeing to provide all or any portion of the Proposed an Incremental Commitment in which Lenders elected to participate, provided that each new Lender (1) is (a) an Approved Lender, (b) an Affiliate of any Lender (other than a special purpose vehicle, securitization vehicle or other similar Person) or (c) an Approved Fund of any Lender, (2) is not already a natural person, a Borrower or an of Affiliate of a Borrower and (3) makes the Purchaser Representations for the benefit of each existing Lender (any such new Lender, an “Additional Lender”). Each existing , (C) if any Increasing Lender or Additional Lender is providing a portion of any Incremental Commitment shall execute and deliver to Administrative Agent and Borrowers all such documentation (including the relevant Incremental Facility Amendment) as may be reasonably required by Administrative Agent to evidence and effectuate such an Incremental Commitment, then the Borrowers and Administrative Agent such Increasing Lender shall update Schedule I hereto to that effect. On the effective date of such execute an Increasing Lender Supplement, (D) if any Additional Lender is providing an Incremental Commitment, then the Borrowers and such Additional Lenders Lender shall become Lenders for execute an Additional Lender Supplement and (E) the Extending Lenders’ Commitments shall be reduced in accordance with the provisions of Section 2.06(b)(ii). Each Commitment Increase shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof (provided that the amount of a Commitment Increase may be less than $10,000,000 if such amount represents all purposes in connection with this Agreementremaining availability under the Incremental Commitment Cap).

Borrower’s Request. Subject to the terms and conditions of this Agreement, The Borrowers may, during the Availability Period, on one or more occasions, may by written notice to the Administrative Agent (which shall promptly notify and each Lender), Lender elect to enter into an Incremental Facility Amendment and request additional commitments prior to make Advances hereunder in the Maturity Date, one or more increases to the existing Revolving Commitments by an amount not in excess of $200,000,000 in the aggregate, each in a minimum amount of $25,000,000 (and increments of $1,000,000 above that minimum) (each such increase, an “Incremental Cap (such requested additional commitments, “Proposed Incremental CommitmentsRevolving Commitment”). Except as Such notice shall specify the date on which the Borrowers and any Lender may separately agree, no Lender propose that the Incremental Revolving Commitments shall be obligated to provide any Proposed Incremental Commitmenteffective (each, an “Increase Effective Date”), and the determination time period within which each Lender is requested to provide any Proposed Incremental Commitment respond, which in each case shall be within the sole and absolute discretion of each Lender and shall be binding on any Lender only upon execution of the relevant Incremental Facility Amendment. Borrowers shall be obligated to offer the opportunity to each existing Lender to participate in any Proposed Incremental Commitment, in an amount up to each such existing Lender’s Incremental Commitment Percentage multiplied by the amount of such Proposed Incremental Commitment, before making any offer to any prospective Additional Lender to participate in such Proposed Incremental Commitment, and to hold such offer to each existing Lender open for a period of date not less than ten (10) Business DaysDays after the date on which such notice is delivered to the Administrative Agent and the Lenders of the applicable Class. Each Lender of such Class (other than Lenders subject to replacement pursuant to Section 2.16 or a Defaulting Lender) in its sole and absolute discretion may notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Percentage of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Administrative Borrower and each Lender of such Class of the Lenders’ responses to each request made hereunder. If the existing Lenders decline do not agree to participate in such Proposed Incremental Commitment sufficient in the aggregate to achieve the full amount of such Proposed a requested Incremental Commitment Revolving Commitment, the Administrative Borrower may then invite a Lender or any Lenders to increase their Commitments or invite additional financial institutions (it being understood that Lenders may elect to participate in only a portion of such Proposed Incremental Commitment), then Borrowers may establish Commitments for new Lenders in an amount up to the Proposed Incremental Commitment after taking into account any portion of the Proposed Incremental Commitment in which Lenders elected to participate, provided that each new Lender (1) is (a) an Approved Lender, (b) an Affiliate of any Lender (other than a special purpose vehicle, securitization vehicle or other similar Person) or (c) an Approved Fund of any Lender, (2) is not a natural person, a Borrower or an of Affiliate of a Borrower and (3) makes the Purchaser Representations for the benefit of each existing Lender (any such new Lendereach, an “Additional Lender”). Each existing Lender or Additional Lender providing a portion of any Incremental Commitment shall execute and deliver ) (reasonably satisfactory to Administrative Agent and Borrowers all such documentation solely to the extent permitted by Section 11.04 (including the relevant Incremental Facility AmendmentSection 11.04(h)) as may be reasonably required by Administrative Agent and each other applicable requirement hereof, including Sections 2.21 and 5.15) to evidence and effectuate such Incremental Commitment, and Administrative Agent shall update Schedule I hereto to that effect. On the effective date of such Incremental Commitment, the Additional Lenders shall become Lenders for all purposes in connection with this Agreementand provide Incremental Revolving Commitments pursuant to an Increase Joinder.

Borrower’s Request. Subject to the terms and conditions of this Agreement, Borrowers may, during the Availability Period, on one or more occasions, by written notice to Administrative Agent (which shall promptly notify each Lender), elect to enter into an Incremental Facility Amendment and request additional commitments to make Advances hereunder in an amount not in excess of the Incremental Cap (such requested additional commitments, “Proposed Incremental Commitments”). Except as Borrowers and any Lender may separately agree, no Lender shall be obligated to provide any Proposed Incremental Commitment, and the determination to provide any Proposed Incremental Commitment shall be within the sole and absolute discretion of each Lender and shall be binding on any Lender only upon execution of the relevant Incremental Facility Amendment. Borrowers shall be obligated to offer the opportunity to each existing Lender to participate in any Proposed Incremental Commitment, in an amount up to each such existing Lender’s Incremental Commitment Percentage multiplied by the amount of such Proposed Incremental Commitment, before making any offer to any prospective Additional Lender to participate in such Proposed Incremental Commitment, and to hold such offer to each existing Lender open for a period of ten (10) Business Days. If Lenders decline to participate in such Proposed Incremental Commitment sufficient in the aggregate to achieve the full amount of such Proposed Incremental Commitment (it being understood that Lenders may elect to participate in only a portion of such Proposed Incremental Commitment), then Borrowers may establish Commitments for new Lenders in an amount up to the Proposed Incremental Commitment after taking into account any portion of the Proposed Incremental Commitment in which Lenders elected to participate, provided that each new Lender (1) is (a) an Approved Lender, (b) an Affiliate of any Lender (other than a special purpose vehicle, securitization vehicle or other similar Person) or (c) an Approved Fund of any Lender, (2) is not a natural person, a Borrower or an of Affiliate of a Borrower and (3) makes the Purchaser Representations for the benefit of each existing Lender (any such new Lender, an “Additional Lender”). Each existing Lender or Additional Lender providing a portion of any Incremental Commitment shall execute and deliver to Administrative Agent and Borrowers all such documentation (including the relevant Incremental Facility Amendment) as may be reasonably required by Administrative Agent to evidence and effectuate such Incremental Commitment, and Administrative Agent shall update Schedule I hereto to that effect. On the effective date of such Incremental Commitment, the Additional Lenders shall become Lenders for all purposes in connection with this Agreement.

Borrower’s Request. Subject to the terms and conditions of this Agreementset forth herein, the Borrowers may, during the Availability Period, on one or more occasions, may by written notice to the Administrative Agent (which shall promptly notify each Lender), elect to enter into request at any time and from time to time (but not more than twice) prior to the Maturity Date an increase to the aggregate Commitments (each such increase, a “Commitment Increase”, and each additional commitment provided pursuant to a Commitment Increase, an “Incremental Facility Amendment Commitment”); provided that (i) the aggregate amount of (A) all Incremental Commitments and request additional commitments to make Advances hereunder in (B) all RCF Incremental Commitments provided after the Effective Date shall not exceed $250,000,000 (such amount, the “Incremental Commitment Cap”) and (ii) no such Commitment Increase may be made unless the RCF Commitments are increased concurrently by an amount not in excess that is at least equal to the amount of the Incremental Cap Commitments being provided pursuant to such Commitment Increase. Each such notice shall specify (such requested additional commitments, “Proposed i) the date on which the Borrowers propose that the applicable Incremental Commitments”). Except as Borrowers and any Lender may separately agree, no Lender Commitments shall be obligated to provide any Proposed Incremental Commitmenteffective, and the determination to provide any Proposed Incremental Commitment which shall be within the sole and absolute discretion of each Lender and shall be binding on any Lender only upon execution of the relevant Incremental Facility Amendment. Borrowers shall be obligated to offer the opportunity to each existing Lender to participate in any Proposed Incremental Commitment, in an amount up to each such existing Lender’s Incremental Commitment Percentage multiplied by the amount of such Proposed Incremental Commitment, before making any offer to any prospective Additional Lender to participate in such Proposed Incremental Commitment, and to hold such offer to each existing Lender open for a period of date not less than ten (10) Business Days. If Lenders decline Days (or such shorter period as may be agreed by the Administrative Agent) after the date on which such notice is delivered to participate in the Administrative Agent and (ii) the identity of each Person to whom the Borrowers propose any portion of such Proposed Incremental Commitments be allocated and the amounts of such allocations; provided that (A) any existing Lender approached to provide an Incremental Commitment sufficient may elect or decline, in the aggregate its sole discretion, to achieve the full amount of provide such Proposed Incremental Commitment (it being understood that Lenders may elect any existing Lender electing to participate in only a portion of such Proposed provide an Incremental Commitment, an “Increasing Lender”), then Borrowers may establish Commitments for new Lenders in (B) any Person approached to provide an amount up to the Proposed Incremental Commitment after taking into account that is not already a Lender shall meet the requirements to be an assignee under Section 11.05(b) (subject to such consents, if any, as may be required under Section 11.05(b)) and shall deliver all applicable forms and documents required by clauses (D), (E), (F) and (H) of Section 11.05(b)(ii) (any such Person agreeing to provide all or any portion of the Proposed an Incremental Commitment in which Lenders elected to participate, provided that each new Lender (1) is (a) an Approved Lender, (b) an Affiliate of any Lender (other than a special purpose vehicle, securitization vehicle or other similar Person) or (c) an Approved Fund of any Lender, (2) is not already a natural person, a Borrower or an of Affiliate of a Borrower and (3) makes the Purchaser Representations for the benefit of each existing Lender (any such new Lender, an “Additional Lender”). Each existing , (C) if any Increasing Lender or Additional Lender is providing a portion of any Incremental Commitment shall execute and deliver to Administrative Agent and Borrowers all such documentation (including the relevant Incremental Facility Amendment) as may be reasonably required by Administrative Agent to evidence and effectuate such an Incremental Commitment, then the Borrowers and Administrative Agent such Increasing Lender shall update Schedule I hereto to that effect. On the effective date of such execute an Increasing Lender Supplement, (D) if any Additional Lender is providing an Incremental Commitment, then the Borrowers and such Additional Lenders Lender shall become Lenders for execute an Additional Lender Supplement and (E) the Lenders’ Commitments shall be reduced in accordance with the provisions of Section 2.06(b). Each Commitment Increase shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof (provided that the amount of a Commitment Increase may be less than $10,000,000 if such amount represents all purposes in connection with this Agreementremaining availability under the Incremental Commitment Cap).