Common use of Borrower’s Request Clause in Contracts

Borrower’s Request. Subject to the terms and conditions set forth herein, the Borrowers may by written notice to the Administrative Agent, and with the consent of each Issuing Bank, elect to 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 Commitment”); provided that the aggregate amount of (x) all Incremental Commitments provided after the Effective Date under this Agreement shall not exceed $25,000,000 (such amount, the “Incremental Commitment Cap”). Each such notice shall specify (i) the date on which the Borrowers propose that the applicable Incremental Commitments shall be effective, which shall be a date not less than ten (10) Business Days (or such shorter period as may be agreed by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent and (ii) the identity of each Person to whom the Borrowers propose any portion of such Incremental Commitments be allocated and the amounts of such allocations; provided that (A) any existing Lender approached to provide an Incremental Commitment may elect or decline, in its sole discretion, to provide such Incremental Commitment (any existing Lender electing to provide an Incremental Commitment, an “Increasing Lender”), (B) any Person approached to provide an Incremental Commitment 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 an Incremental Commitment that is not already a Lender, an “Additional Lender”), (C) if any Increasing Lender is providing an Incremental Commitment, then the Borrowers and such Increasing Lender shall execute an Increasing Lender Supplement, and (D) if any Additional Lender is providing an Incremental Commitment, then the Borrowers and such Additional Lender shall 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 remaining availability under the Incremental Commitment Cap).

Borrower’s Request. Subject to the terms and conditions set forth hereinof this Agreement, Borrowers may, during the Borrowers may Availability Period, on one or more occasions, by written notice to the Administrative Agent, and with the consent of Agent (which shall promptly notify each Issuing BankLender), elect to enter into an Incremental Facility Amendment and request at any time and from time additional commitments to time (but make Advances hereunder in an amount not more than twice in any calendar year) prior to excess of 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 Commitment”); provided that the aggregate amount of (x) all Incremental Commitments provided after the Effective Date under this Agreement shall not exceed $25,000,000 Cap (such amountrequested additional commitments, the “Proposed Incremental Commitment CapCommitments”). Each such notice shall specify (i) the date on which the Except as Borrowers propose that the applicable Incremental Commitments and any Lender may separately agree, no Lender shall be effectiveobligated to provide any Proposed Incremental Commitment, which 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 date not less than period of ten (10) Business Days 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 (or it being understood that Lenders may elect to participate in only a portion of such shorter period as Proposed Incremental Commitment), then Borrowers may be agreed by the Administrative Agent) after the date on which such notice is delivered establish Commitments for new Lenders in an amount up to the Administrative Agent and (ii) the identity of each Person to whom the Borrowers propose Proposed Incremental Commitment after taking into account any portion of such the Proposed Incremental Commitments be allocated and the amounts of such allocations; Commitment in which Lenders elected to participate, provided that each new Lender (A1) 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 approached to provide an Incremental Commitment may elect or decline, in its sole discretion, to provide such Incremental Commitment (any existing Lender electing to provide an Incremental Commitment, an “Increasing Lender”), (B) any Person approached to provide an Incremental Commitment 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 an Incremental Commitment that is not already a 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 (Cincluding the relevant Incremental Facility Amendment) if any Increasing Lender is providing an as may be reasonably required by Administrative Agent to evidence and effectuate such Incremental Commitment, then and Administrative Agent shall update Schedule I hereto to that effect. On the Borrowers and effective date of such Increasing Lender shall execute an Increasing Lender Supplement, and (D) if any Additional Lender is providing an Incremental Commitment, then the Borrowers and such Additional Lender Lenders shall execute an Additional Lender Supplement. Each Commitment Increase shall be become Lenders for all purposes 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 remaining availability under the Incremental Commitment Cap)connection with this Agreement.

Borrower’s Request. Subject to the terms and conditions set forth herein, the The Borrowers may by written notice to the Administrative Agent, Agent and with the consent of each Issuing Bank, Lender elect to 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 Date, one or more increases to the aggregate 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, a “Commitment Increase”, and each additional commitment provided pursuant to a Commitment Increase, an “Incremental Revolving Commitment”); provided that the aggregate amount of (x) all Incremental Commitments provided after the Effective Date under this Agreement shall not exceed $25,000,000 (such amount, the “Incremental Commitment Cap”). Each such Such notice shall specify (i) the date on which the Borrowers propose that the applicable Incremental Revolving Commitments shall be effectiveeffective (each, an “Increase Effective Date”), and the time period within which each Lender is requested to respond, which in each case shall be a date not less than ten (10) Business Days (or such shorter period as may be agreed by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent and (ii) the identity Lenders of each Person to whom the Borrowers propose any portion applicable Class. Each Lender of such Incremental Commitments be allocated and the amounts of such allocations; provided that Class (Aother than Lenders subject to replacement pursuant to Section 2.16 or a Defaulting Lender) any existing Lender approached to provide an Incremental Commitment may elect or decline, in its sole discretionand 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 provide 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 do not agree to the full amount of a requested Incremental Commitment (any existing Lender electing to provide an Incremental Revolving Commitment, an “Increasing Lender”), (B) any Person approached to provide an Incremental Commitment that is not already the Administrative Borrower may then invite 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 an Incremental Commitment that is not already a LenderLenders to increase their Commitments or invite additional financial institutions (each, an “Additional Lender”) (reasonably satisfactory to Administrative Agent and solely to the extent permitted by Section 11.04 (including Section 11.04(h)) and each other applicable requirement hereof, (Cincluding Sections 2.21 and 5.15) if any Increasing Lender is providing to become Lenders and provide Incremental Revolving Commitments pursuant to an Incremental Commitment, then the Borrowers and such Increasing Lender shall execute an Increasing Lender Supplement, and (D) if any Additional Lender is providing an Incremental Commitment, then the Borrowers and such Additional Lender shall 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 remaining availability under the Incremental Commitment Cap)Joinder.

Borrower’s Request. Subject to the terms and conditions set forth herein, the The Borrowers may by written notice to the Administrative Agent, Funding Agent and with the consent of each Issuing Bank, Lender elect to request at any time and from time to time (but not more than twice in any calendar year) prior to the Maturity Date an December 31, 2011, a single increase to the aggregate existing Revolving Commitments (each such increase, a “Commitment Increase”, and each additional commitment provided pursuant to a Commitment Increase, by an “Incremental Commitment”); provided that amount not in excess of $100,000,000 in the aggregate amount of (x) all Incremental Commitments provided after the Effective Date under this Agreement shall not exceed $25,000,000 (such amount, the “Incremental Commitment Cap”)aggregate. Each such Such notice shall specify (i) the date on which the Borrowers propose that the applicable Incremental increased or new Commitments shall be effectiveeffective (each, an “Increase Effective Date”), the allocation of such Commitments between the U.S./European Commitment and the Canadian Commitment, and the time period within which each Lender is requested to respond, which in each case shall be a date not less than ten (10) Business Days (or such shorter period as may be agreed by the Administrative Agent) after the date on which such notice is delivered to the Administrative Funding Agent and (ii) the identity Lenders of each Person to whom the Borrowers propose any portion applicable Class. Each Lender of such Incremental Commitments be allocated and the amounts of such allocations; provided Class (other that (ALenders subject to replacement pursuant to Section 2.16 or a defaulting lender as described in Section 2.14(f)) any existing Lender approached to provide an Incremental Commitment may elect or decline, in its sole discretionand absolute discretion may notify the Funding 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 provide have declined to increase its Commitment. Funding Agent shall notify the Administrative Borrower and each Lender of such Incremental Commitment (any Class of the Lenders’ responses to each request made hereunder. If the existing Lender electing Lenders do not agree to provide an Incremental Commitmentthe full amount of a requested increase, an “Increasing Lender”), (B) any Person approached to provide an Incremental Commitment that is not already the Administrative Borrower may then invite a Lender shall meet or any Lenders to increase their Commitments or invite additional financial institutions (reasonably satisfactory to Funding Agent and solely to the requirements to be an assignee under extent otherwise permitted by Section 11.05(b) 11.04 (subject to such consents, if any, as may be required under including Section 11.05(b11.04(h)) and shall deliver all each other applicable forms requirement hereof, including Sections 2.20, 2.21 and documents required by clauses (D), (E), (F3.23) and (H) of Section 11.05(b)(ii) (any such Person agreeing to provide all or any portion of become Lenders pursuant to an Incremental Commitment that is not already a Lender, an “Additional Lender”), (C) if any Increasing Lender is providing an Incremental Commitment, then the Borrowers and such Increasing Lender shall execute an Increasing Lender Supplement, and (D) if any Additional Lender is providing an Incremental Commitment, then the Borrowers and such Additional Lender shall 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 remaining availability under the Incremental Commitment Cap)Joinder.

Borrower’s Request. Subject to the terms and conditions set forth hereinAdministrative Agent shall have received, the Borrowers may by written notice to the Administrative Agent, and with the consent of each Issuing Bank, elect to 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 Commitment”); provided that the aggregate amount of (x) all Incremental Commitments provided after the Effective Date under this Agreement shall not exceed $25,000,000 (such amount, the “Incremental Commitment Cap”). Each such notice shall specify (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 date on which the Borrowers propose that the applicable Incremental Commitments shall be effective, which shall be a date not less than ten (10) Business Days (or such shorter period as may be agreed by the Administrative Agent) after the date day on which such notice Loan is delivered requested to the 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 identity of each Person to whom day on which a Libor Loan is requested, the Borrowers propose any portion of such Incremental Commitments be allocated and the amounts of such allocations; provided that (A) any existing Lender approached to provide an Incremental Commitment may elect or decline, in its sole discretion, to provide such Incremental Commitment (any existing Lender electing to provide an Incremental Commitment, an “Increasing Lender”), (B) any Person approached to provide an Incremental Commitment 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 Borrowing Notice required under Section 11.05(b)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 Credit 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, for a Letter of Credit in a specific amount. In addition, each request for a Loan or the issuance of a Letter of Credit shall be accompanied or preceded by 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 deliver all applicable forms and documents required 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 clauses 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. (DChicago time), (E)on the date of a proposed borrowing of a Loan, (F) and (H) of Section 11.05(b)(ii) (any such Person agreeing to provide all or any portion of an Incremental Commitment that is not already a Lender, an “Additional Lender”), (C) if any Increasing Lender is providing an Incremental Commitment, then the Borrowers and such Increasing each Lender shall execute an Increasing Lender Supplementprovide Administrative Agent at the office specified by Administrative Agent with immediately available funds covering such Lender’s Pro Rata Share of such borrowing and, and (D) if any Additional Lender is providing an Incremental Commitment, then the Borrowers and such Additional Lender shall 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 so long as Administrative Agent has not received written notice that the amount of a Commitment Increase may be less than $5,000,000 if conditions precedent set forth in Section 5 with respect to such amount represents all remaining availability under borrowing have not been satisfied, Administrative Agent shall pay over the Incremental Commitment Cap)funds received by Administrative Agent to Borrower on the requested borrowing date.

Borrower’s Request. Subject to the terms and conditions set forth herein, the Borrowers may by written notice to the Administrative Agent, and with the consent of each Issuing Bank, Agent elect to 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 on or after the Amendment No. 1 Effective Date under this Agreement shall not exceed $25,000,000 250,000,000 (such amount, the “Incremental Commitment Cap”). Each such notice shall specify (i) the date on which the Borrowers propose that the applicable Incremental Commitments shall be effective, which shall be a date not less than ten (10) Business Days (or such shorter period as may be agreed by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent and (ii) the identity of each Person to whom the Borrowers propose any portion of such Incremental Commitments be allocated and the amounts of such allocations; provided that (A) any existing Lender approached to provide an Incremental Commitment may elect or decline, in its sole discretion, to provide such Incremental Commitment (any existing Lender electing to provide an Incremental Commitment, an “Increasing Lender”), (B) any Person approached to provide an Incremental Commitment 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 an Incremental Commitment that is not already a Lender, an “Additional Lender”), (C) if any Increasing Lender is providing an Incremental Commitment, then the Borrowers and such Increasing Lender shall execute an Increasing Lender Supplement, Supplement and (D) if any Additional Lender is providing an Incremental Commitment, then (1) the Borrowers and such Additional Lender shall execute an Additional Lender SupplementSupplement 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 $5,000,000 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 $5,000,000 10,000,000 if such amount represents all remaining availability under the Incremental Commitment Cap).

Borrower’s Request. Subject to the terms and conditions set forth herein, the The Borrowers may by written notice to the Administrative Agent, Agent and with the consent of each Issuing Bank, Lender elect to 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 Date, one or more increases to the existing Revolving Commitments by an amount not in excess of $750,000,000 in the aggregate following the Amendment No. 2 Effective Date (which amount shall not be reduced by the amount of any Specified Incremental Commitments that become effective following the Amendment No. 2 Effective Date), each in a minimum amount of $25,000,000 (and increments of $1,000,000 above that minimum) (each such increase, a “Commitment Increase”, and each additional commitment provided pursuant to a Commitment Increase, an “Incremental Revolving Commitment”); provided that the aggregate amount of (x) all Incremental Commitments provided after the Effective Date under this Agreement shall not exceed $25,000,000 (such amount, the “Incremental Commitment Cap”). Each such Such notice shall specify (i) the date on which the Borrowers propose that the applicable Incremental Revolving Commitments shall be effectiveeffective (each, an “Increase Effective Date”), and the time period within which each Lender is requested to respond, which in each case shall be a date not less than ten (10) Business Days (or such shorter period as may be agreed by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent and (ii) the identity Lenders of each Person to whom the Borrowers propose any portion applicable Class. Each Lender of such Incremental Commitments be allocated and the amounts of such allocations; provided that Class (Aother than Lenders subject to replacement pursuant to Section 2.16 or a Defaulting Lender) any existing Lender approached to provide an Incremental Commitment may elect or decline, in its sole discretionand 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 225 1096351.01A-CHISR01A1096355.04J-CHISR01A - MSW Percentage of such requested increase. Any Lender not responding within such time period shall be deemed to provide 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 do not agree to the full amount of a requested Incremental Commitment (any existing Lender electing to provide an Incremental Revolving Commitment, an “Increasing Lender”), (B) any Person approached to provide an Incremental Commitment that is not already the Administrative Borrower may then invite 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 an Incremental Commitment that is not already a LenderLenders to increase their Commitments or invite additional financial institutions (each, an “Additional Lender”) (reasonably satisfactory to Administrative Agent and solely to the extent permitted by Section 11.04 (including Section 11.04(h)) and each other applicable requirement hereof, (Cincluding Sections 2.21 and 5.15) if any Increasing Lender is providing to become Lenders and provide Incremental Revolving Commitments pursuant to an Incremental Commitment, then the Borrowers and such Increasing Lender shall execute an Increasing Lender Supplement, and (D) if any Additional Lender is providing an Incremental Commitment, then the Borrowers and such Additional Lender shall 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 remaining availability under the Incremental Commitment Cap)Joinder.

Borrower’s Request. Subject to the terms and conditions set forth herein, the The Borrowers may by written notice to the Administrative Agent, Agent and with the consent of each Issuing Bank, Lender elect to 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 Date, one or more increases to the aggregate 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, a “Commitment Increase”, and each additional commitment provided pursuant to a Commitment Increase, an “Incremental Revolving Commitment”); provided that the aggregate amount of (x) all Incremental Commitments provided after the Effective Date under this Agreement shall not exceed $25,000,000 (such amount, the “Incremental Commitment Cap”). Each such Such notice shall specify (i) the date on which the Borrowers propose that the applicable Incremental Revolving Commitments shall be effectiveeffective (each, an “Increase Effective Date”), and the time period within which each Lender is requested to respond, which in each case shall be a date not less than ten (10) Business Days (or such shorter period as may be agreed by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent and (ii) the identity Lenders of each Person to whom the Borrowers propose any portion applicable Class. Each Lender of such Incremental Commitments be allocated and the amounts of such allocations; provided that Class (Aother than Lenders subject to replacement pursuant to Section 2.16 or a Defaulting Lender) any existing Lender approached to provide an Incremental Commitment may elect or decline, in its sole discretionand absolute discretion may notify the Administrative Agent 135 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 provide 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 do not agree to the full amount of a requested Incremental Commitment (any existing Lender electing to provide an Incremental Revolving Commitment, an “Increasing Lender”), (B) any Person approached to provide an Incremental Commitment that is not already the Administrative Borrower may then invite 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 an Incremental Commitment that is not already a LenderLenders to increase their Commitments or invite additional financial institutions (each, an “Additional Lender”) (reasonably satisfactory to Administrative Agent and solely to the extent permitted by Section 11.04 (including Section 11.04(h)) and each other applicable requirement hereof, (Cincluding Sections 2.21 and 5.15) if any Increasing Lender is providing to become Lenders and provide Incremental Revolving Commitments pursuant to an Incremental Commitment, then the Borrowers and such Increasing Lender shall execute an Increasing Lender Supplement, and (D) if any Additional Lender is providing an Incremental Commitment, then the Borrowers and such Additional Lender shall 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 remaining availability under the Incremental Commitment Cap)Joinder.

Borrower’s Request. Subject to the terms and conditions set forth herein, the The Borrowers may by written notice to the Administrative Agent, Agent and with the consent of each Issuing Bank, Lender elect to 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 Date, one or more increases to the aggregate existing Revolving Commitments by an amount not in excess of $500,000,000750,000,000 in the aggregate, following the Amendment No. 2 Effective Date (which amount shall not be reduced by the amount of any Specified Incremental Commitments that become effective following the Amendment No. 2 Effective Date), each in a minimum amount of $25,000,000 (and increments of $1,000,000 above that minimum) (each such increase, a “Commitment Increase”, and each additional commitment provided pursuant to a Commitment Increase, an “Incremental Revolving Commitment”); provided that the aggregate amount of (x) all Incremental Commitments provided after the Effective Date under this Agreement shall not exceed $25,000,000 (such amount, the “Incremental Commitment Cap”). Each such Such notice shall specify (i) the date on which the Borrowers propose that the applicable Incremental Revolving Commitments shall be effectiveeffective (each, an “Increase Effective Date”), and the time period within which each Lender is requested to respond, which in each case shall be a date not less than ten (10) Business Days (or such shorter period as may be agreed by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent and (ii) the identity Lenders of each Person to whom the Borrowers propose any portion applicable Class. Each Lender of such Incremental Commitments be allocated and the amounts of such allocations; provided that Class (Aother than Lenders subject to replacement pursuant to Section 2.16 or a Defaulting Lender) any existing Lender approached to provide an Incremental Commitment may elect or decline, in its sole discretionand 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 provide 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 do not agree to the full amount of a requested Incremental Commitment (any existing Lender electing to provide an Incremental Revolving Commitment, an “Increasing Lender”), (B) any Person approached to provide an Incremental Commitment that is not already the Administrative Borrower may then invite 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 an Incremental Commitment that is not already a LenderLenders to increase their Commitments or invite additional financial institutions (each, an “Additional Lender”) (reasonably satisfactory to Administrative Agent and solely to the extent permitted by Section 11.04 (including Section 11.04(h)) and each other applicable requirement hereof, (Cincluding Sections 2.21 and 5.15) if any Increasing Lender is providing to become Lenders and provide Incremental Revolving Commitments pursuant to an Incremental Commitment, then the Borrowers and such Increasing Lender shall execute an Increasing Lender Supplement, and (D) if any Additional Lender is providing an Incremental Commitment, then the Borrowers and such Additional Lender shall 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 remaining availability under the Incremental Commitment Cap)Joinder.

Borrower’s Request. Subject to the terms and conditions set forth herein, the Borrowers may by written notice to the Administrative Agent, and with the consent of each Issuing Bank, Agent elect to 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 shall not exceed $25,000,000 250,000,000 (such amount, the “Incremental Commitment Cap”). Each such notice shall specify (i) the date on which the Borrowers propose that the applicable Incremental Commitments shall be effective, which shall be a date not less than ten (10) Business Days (or such shorter period as may be agreed by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent and (ii) the identity of each Person to whom the Borrowers propose any portion of such Incremental Commitments be allocated and the amounts of such allocations; provided that (A) any existing Lender approached to provide an Incremental Commitment may elect or decline, in its sole discretion, to provide such Incremental Commitment (any existing Lender electing to provide an Incremental Commitment, an “Increasing Lender”), (B) any Person approached to provide an Incremental Commitment 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 an Incremental Commitment that is not already a Lender, an “Additional Lender”), (C) if any Increasing Lender is providing an Incremental Commitment, then the Borrowers and such Increasing Lender shall execute an Increasing Lender Supplement, and (D) if any Additional Lender is providing an Incremental Commitment, then the Borrowers and such Additional Lender shall execute an Additional Lender SupplementSupplement 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 $5,000,000 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 $5,000,000 10,000,000 if such amount represents all remaining availability under the Incremental Commitment Cap).

Borrower’s Request. Subject to the terms and conditions set forth herein, the The Borrowers may by written notice to the Administrative Agent, Agent and with the consent of each Issuing Bank, Lender elect to 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 Date, one or more increases to the existing Revolving Commitments by an amount not in excess of $750,000,000 in the aggregate following the Amendment No. 2 Effective Date (which amount shall not be reduced by the amount of any Specified Incremental Commitments that become effective following the Amendment No. 2 Effective Date), each in a minimum amount of $25,000,000 (and increments of $1,000,000 above that minimum) (each such increase, a “Commitment Increase”, and each additional commitment provided pursuant to a Commitment Increase, an “Incremental Revolving Commitment”); provided that the aggregate amount of (x) all Incremental Commitments provided after the Effective Date under this Agreement shall not exceed $25,000,000 (such amount, the “Incremental Commitment Cap”). Each such Such notice shall specify (i) the date on which the Borrowers propose that the applicable Incremental Revolving Commitments shall be effectiveeffective (each, an “Increase Effective Date”), and the time period within which each Lender is requested to respond, which in each case shall be a date not less than ten (10) Business Days (or such shorter period as may be agreed by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent and (ii) the identity Lenders of each Person to whom the Borrowers propose any portion applicable Class. Each Lender of such Incremental Commitments be allocated and the amounts of such allocations; provided that Class (Aother than Lenders subject to replacement pursuant to Section 2.16 or a Defaulting Lender) any existing Lender approached to provide an Incremental Commitment may elect or decline, in its sole discretionand absolute discretion may notify 212 1160299.01-CHISR1160299.03H-CHISR02A - MSW 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 provide 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 do not agree to the full amount of a requested Incremental Commitment (any existing Lender electing to provide an Incremental Revolving Commitment, an “Increasing Lender”), (B) any Person approached to provide an Incremental Commitment that is not already the Administrative Borrower may then invite 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 an Incremental Commitment that is not already a LenderLenders to increase their Commitments or invite additional financial institutions (each, an “Additional Lender”) (reasonably satisfactory to Administrative Agent and solely to the extent permitted by Section 11.04 (including Section 11.04(h)) and each other applicable requirement hereof, (Cincluding Sections 2.21 and 5.15) if any Increasing Lender is providing to become Lenders and provide Incremental Revolving Commitments pursuant to an Incremental Commitment, then the Borrowers and such Increasing Lender shall execute an Increasing Lender Supplement, and (D) if any Additional Lender is providing an Incremental Commitment, then the Borrowers and such Additional Lender shall 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 remaining availability under the Incremental Commitment Cap)Joinder.

Borrower’s Request. Subject to the terms and conditions set forth herein, the The Borrowers may by written notice to the Administrative Agent, Agent and with the consent of each Issuing Bank, Lender elect to 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 Date, one or more increases to the existing Revolving Commitments by an amount not in excess of $750,000,000 in the aggregate following the Amendment No. 210 Effective Date (which amount shall not be reduced by the amount of any Specified Incremental Commitments that become effective following the Amendment No. 2 Effective Date),, each in a minimum amount of $25,000,000 (and increments of $1,000,000 above that minimum) (each such increase, a “Commitment Increase”, and each additional commitment provided pursuant to a Commitment Increase, an “Incremental Revolving Commitment”); provided that the aggregate amount of (x) all Incremental Commitments provided after the Effective Date under this Agreement shall not exceed $25,000,000 (such amount, the “Incremental Commitment Cap”). Each such Such notice shall specify (i) the date on which the Borrowers propose that the applicable Incremental Revolving Commitments shall be effectiveeffective (each, an “Increase Effective Date”), and the time period within which each Lender is requested to respond, which in each case shall be a date not less than ten (10) Business Days (or such shorter period as may be agreed by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent and (ii) the identity Lenders of each Person to whom the Borrowers propose any portion applicable Class. Each Lender of such Incremental Commitments be allocated and the amounts of such allocations; provided that Class (Aother than Lenders subject to replacement pursuant to Section 2.16 or a Defaulting Lender) any existing Lender approached to provide an Incremental Commitment may elect or decline, in its sole discretionand 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 provide 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 do not agree to the full amount of a requested Incremental Commitment (any existing Lender electing to provide an Incremental Revolving Commitment, an “Increasing Lender”), (B) any Person approached to provide an Incremental Commitment that is not already the Administrative Borrower may then invite 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 an Incremental Commitment that is not already a LenderLenders to increase their Commitments or invite additional financial institutions (each, an “Additional Lender”) (reasonably satisfactory to Administrative Agent and solely to the extent permitted by Section 11.04 (including Section 11.04(h)) and each other applicable requirement hereof, (Cincluding Sections 2.21 and 5.15) if any Increasing Lender is providing to become Lenders and provide Incremental Revolving Commitments pursuant to an Incremental Commitment, then the Borrowers and such Increasing Lender shall execute an Increasing Lender Supplement, and (D) if any Additional Lender is providing an Incremental Commitment, then the Borrowers and such Additional Lender shall execute an Additional Lender SupplementIncrease Joinder. 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 remaining availability under the Incremental Commitment Cap).196 1209502.04-CHISR02A - MSW

Borrower’s Request. Subject to the terms and conditions set forth herein, the The Borrowers may by written notice to the Administrative Agent, Agent and with the consent of each Issuing Bank, Lender elect to 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 Date, one or more increases to the existing Revolving Commitments by an amount not in excess of $750,000,000 in the aggregate following the Amendment No. 2 Effective Date (which amount shall not be reduced by the amount of any Specified Incremental Commitments that become effective following the Amendment No. 2 Effective Date), each in a minimum amount of $25,000,000 (and increments of $1,000,000 above that minimum) (each such increase, a “Commitment Increase”, and each additional commitment provided pursuant to a Commitment Increase, an “Incremental Revolving Commitment”); provided that the aggregate amount of (x) all Incremental Commitments provided after the Effective Date under this Agreement shall not exceed $25,000,000 (such amount, the “Incremental Commitment Cap”). Each such Such notice shall specify (i) the date on which the Borrowers propose that the applicable Incremental Revolving Commitments shall be effectiveeffective (each, an “Increase Effective Date”), and the time period within which each Lender is requested to respond, which in each case shall be a date not less than ten (10) Business Days (or such shorter period as may be agreed by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent and (ii) the identity Lenders of each Person to whom the Borrowers propose any portion applicable Class. Each Lender of such Incremental Commitments be allocated and the amounts of such allocations; provided that Class (Aother than Lenders subject to replacement pursuant to Section 2.16 or a Defaulting Lender) any existing Lender approached to provide an Incremental Commitment may elect or decline, in its sole discretionand 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 provide 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 do not agree to the full amount of a requested Incremental Commitment (any existing Lender electing to provide an Incremental Revolving Commitment, an “Increasing Lender”), (B) any Person approached to provide an Incremental Commitment that is not already the Administrative Borrower may then invite 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 an Incremental Commitment that is not already a LenderLenders to increase their Commitments or invite additional financial institutions (each, an “Additional Lender”) (reasonably satisfactory to Administrative Agent and solely to the extent permitted by Section 11.04 (including Section 11.04(h)) and each other applicable requirement hereof, (Cincluding Sections 2.21 and 5.15) if any Increasing Lender is providing to become Lenders and provide Incremental Revolving Commitments pursuant to an Incremental Commitment, then the Borrowers and such Increasing Lender shall execute an Increasing Lender Supplement, and (D) if any Additional Lender is providing an Incremental Commitment, then the Borrowers and such Additional Lender shall 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 remaining availability under the Incremental Commitment Cap)Joinder.

Borrower’s Request. Subject to the terms and conditions set forth herein, the Borrowers may by written notice to the Administrative Agent, and with the consent of each Issuing Bank, Agent elect to request at any time and from time to time (but not more than twice in any calendar yeartwice) 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 Commitment”); provided that (i) the aggregate amount of (xA) all Incremental Commitments and (B) all RCF Incremental Commitments provided after the Effective Date under this Agreement shall not exceed $25,000,000 250,000,000 (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 that is at least equal to the amount of the Incremental Commitments being provided pursuant to such Commitment Increase. Each such notice shall specify (i) the date on which the Borrowers propose that the applicable Incremental Commitments shall be effective, which shall be a date not less than ten (10) Business Days (or such shorter period as may be agreed by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent and (ii) the identity of each Person to whom the Borrowers propose any portion of such Incremental Commitments be allocated and the amounts of such allocations; provided that (A) any existing Lender approached to provide an Incremental Commitment may elect or decline, in its sole discretion, to provide such Incremental Commitment (any existing Lender electing to provide an Incremental Commitment, an “Increasing Lender”), (B) any Person approached to provide an Incremental Commitment 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 an Incremental Commitment that is not already a Lender, an “Additional Lender”), (C) if any Increasing Lender is providing an Incremental Commitment, then the Borrowers and such Increasing Lender shall execute an Increasing Lender Supplement, and (D) if any Additional Lender is providing an Incremental Commitment, then the Borrowers and such Additional Lender shall execute an Additional Lender SupplementSupplement 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 $5,000,000 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 $5,000,000 10,000,000 if such amount represents all remaining availability under the Incremental Commitment Cap).